RATED MONEY MARKET
CLASS I
CLASS II
CLASS III
A FUND OF FIDELITY MONEY MARKET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-522-7297
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Rated Money Market:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Rated Money Market (the fund), a series of Fidelity Money
Market Trust, a series trust (the trust), will be held at the office
of the trust, 82 Devonshire Street, Boston, Massachusetts 02109 on
December 17, 1997 at 10:30 a.m. The purpose of the Meeting is to
consider and act upon the following proposals, and to transact such
other business as may properly come before the Meeting or any
adjournments thereof.
1. To approve an amended Management Contract for the fund.
2. To approve an Agreement and Plan providing for the reorganization
of the fund from a separate series of one Delaware business trust to
another.
3. To amend the fund's fundamental investment limitation concerning
diversification.
4. To eliminate the fund's fundamental investment limitation
concerning writing or purchasing put or call options.
The Board of Trustees has fixed the close of business on October 20,
1997 as the record date for the determination of the shareholders of
the fund entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
October 20, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY MONEY MARKET TRUST:
RATED MONEY MARKET
TO BE HELD ON DECEMBER 17, 1997
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) to be used at the Special
Meeting of Shareholders of Rated Money Market (the fund) and at any
adjournments thereof (the Meeting), to be held on December 17, 1997 at
10:30 a.m. at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust and Fidelity Management &
Research Company (FMR), the fund's investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about October 20,
1997. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, or by personal interview by representatives of
the trust. In addition, Management Information Services Corp. (MIS)
and D.F. King & Co. may be paid on a per-call basis to solicit
shareholders on behalf of the fund at an anticipated cost of
approximately $________. The expenses in connection with preparing
this Proxy Statement and its enclosures and of all solicitations will
be borne by FMR. FMR will reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the
beneficial owners of shares. The principal business address of
Fidelity Distributors Corporation (FDC), the fund's principal
underwriter and distribution agent, is 82 Devonshire Street, Boston,
Massachusetts 02109. The principal business address of FMR Texas, Inc.
(FMR Texas), subadviser to the fund, is 400 East Las Colinas
Boulevard, Irving, Texas 75039.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which
are not revoked, will be voted at the Meeting. Shares represented by
such proxies will be voted in accordance with the instructions
thereon. If no specification is made on a proxy card, it will be voted
FOR the matters specified on the proxy card. Only proxies that are
voted will be counted towards establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved.
The fund may also arrange to have votes recorded by telephone. D.F.
King & Co. may be paid on a per-call basis for vote-by-phone
solicitations on behalf of the fund at an anticipated cost of
approximately $______. The expenses in connection with telephone
voting will be borne by FMR. If the fund records votes by telephone,
it will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that
their instructions have been properly recorded. Proxies voted by
telephone may be revoked at any time before they are voted in the same
manner that proxies voted by mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by
proxy. 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.
On August 31, 1997 there were ________ shares of the fund issued and
outstanding.
Shareholders of record at the close of business on October 20, 1997
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.
FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
MARCH 31, 1997 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED
SEPTEMBER 30, 1997 CALL 800-843-3001 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: APPROVAL OF PROPOSALS 1 THROUGH 4 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF THE FUND. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT),
THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS
THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE
PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.
1. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR THE FUND.
The Board of Trustees, including a majority of those Trustees who are
not "interested persons" of the trust or FMR (the Independent
Trustees), has approved, and recommends that shareholders of the fund
approve, a proposal to adopt an amended management contract with FMR
(the Amended Contract). The Amended Contract modifies the management
fee arrangement between the fund and FMR to make it consistent with
the management fee arrangement between comparable Fidelity
institutional money market funds (FIMM funds) and FMR. The Amended
Contract also includes a discussion of FMR's ability to use brokers
and dealers to execute portfolio transactions.
Under the present management contract (the Present Contract), the
fund pays FMR an all-inclusive management fee at an annual rate of
0.42% of the fund's average net assets, and FMR pays all of the fund's
other expenses with certain exceptions (such as applicable Rule 12b-1
fees and other expenses described below). The proposal would modify
the contractual management fee arrangement between the fund and FMR by
(i) reducing the management fee rate from 0.42% of the fund's average
net assets to 0.20% of the fund's average net assets, and (ii)
replacing the all-inclusive fee structure with a fee structure under
which the fund (rather than FMR) would pay all of its other expenses.
The fund is marketed as part of the FIMM funds product line - a
product line of high minimum investment, lower-expense money market
funds for institutional investors. The proposed management fee
arrangement is standard for other FIMM funds.
Currently, FMR voluntarily limits the total operating expenses
(excluding applicable Rule 12b-1 fees and certain other expenses) of
each class of the fund, and of each class of most other FIMM funds, to
0.20% of the class's average net assets. FMR may terminate the
voluntary expense limitation with respect to the fund at any time
without prior notice to shareholders; FMR does not, however, intend to
do so at this time whether or not shareholders approve the Amended
Contract. Therefore, approval of the proposal is not expected to
result in a change in the total operating expenses of any class of the
fund at this time because, under the proposed management fee
structure, each class would continue to be subject to the same
voluntary expense limitation. If FMR were to terminate the voluntary
expense limitation in the future, the fund's total operating expenses
under the Amended Contract could exceed the fund's current
all-inclusive management fee. Approval of the proposal would not
affect the way in which the fund is managed.
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACT. A copy of the
Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 1 on page . Except for the modifications discussed
above, the Amended Contract is substantially identical to the Present
Contract. (For a detailed discussion of the fund's Present Contract,
refer to the section entitled "Present Management Contract" beginning
on page 20.) If approved by shareholders, the Amended Contract will
take effect on the first day of the first month following approval and
will remain in effect through May 31, 1998, and thereafter only as
long as its continuance is approved at least annually by (i) the vote,
cast in person at a meeting called for the purpose, of a majority of
the Independent Trustees and (ii) the vote of either a majority of the
Trustees or a majority of the outstanding shares of the fund. If the
Amended Contract is not approved, the Present Contract will continue
in effect through May 31, 1998, and thereafter subject to the same
requirements for continuance as the Amended Contract.
MODIFICATIONS TO THE MANAGEMENT FEE STRUCTURE. The management fee is
an annual percentage of the fund's average net assets, calculated and
paid monthly. Under the Present Contract, the fund pays FMR an
all-inclusive management fee at an annual rate of 0.42% of the fund's
average net assets. FMR pays all of the fund's other expenses, with
the following exceptions: Rule 12b-1 fees (applicable to Class II and
Class III shares only); taxes; brokerage fees and commissions; the
fees and expenses of the Independent Trustees; and such non-recurring
expenses as may arise, including the costs of any litigation to which
the fund may be a party, and any obligation the fund may have to
indemnify its officers and Trustees with respect to litigation. FMR
also provides for, and bears the cost of, transfer agent and dividend
disbursing services through Fidelity Investments Institutional
Operations Company, Inc. (FIIOC), and portfolio and general accounting
record maintenance through Fidelity Service Company, Inc. (FSC). The
fund's management fee is reduced by the amount of compensation that
the fund pays to the Independent Trustees.
Class II and Class III shares of the fund are subject to Rule 12b-1
fees of 0.15% and 0.25%, respectively, of the applicable class's
average net assets; Class I shares of the fund are not subject to Rule
12b-1 fees. Class II and Class III each pays Rule 12b-1 fees to FDC as
compensation for FDC's services and expenses in connection with the
distribution of the class's shares. The proposed modifications to the
management fee arrangement between the fund and FMR do not affect the
Rule 12b-1 fees.
Under the Amended Contract, the fund would pay FMR a management fee
at an annual rate of 0.20% of the fund's average net assets, the
standard rate for other FIMM funds. Unlike the management fee under
the Present Contract, the management fee under the Amended Contract
would not be all-inclusive. Therefore, in addition to the management
fee and the other expenses (listed above) for which the fund pays
under the Present Contract, the fund would pay for its expenses
including: legal and audit expenses; custodian, registrar, and
transfer agent fees and expenses; the fees and expenses related to the
registration and qualification of the trust and the fund's shares for
distribution under state and federal securities laws; the expenses of
printing and mailing notices and reports and proxy material to the
fund's shareholders; all other expenses incidental to holding meetings
of the fund's shareholders, including proxy solicitations therefor; a
proportionate share of insurance premiums and Investment Company
Institute dues; and the expenses of typesetting, printing, and mailing
prospectuses and statements of additional information. Although the
Amended Contract provides that the fund would pay the expenses of
typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders, if
shareholders approve this proposal, pursuant to a transfer agent
agreement with FIIOC, each class of the fund would pay FIIOC for
providing these services to shareholders of each class of the fund.
Currently, FMR voluntarily reimburses each class of the fund to the
extent that total operating expenses (excluding Rule 12b-1 fees
applicable to Class II and Class III shares; interest; taxes;
brokerage commissions; and extraordinary expenses) exceed 0.20% of the
class's average net assets. FMR does not intend to terminate the
voluntary expense limitation at this time. The proposed amendments,
therefore, would not result in an increase in any class's total
operating expenses at this time because, under the proposed management
fee structure, each class would continue to be subject to the same
voluntary expense limitation. If FMR were to terminate the voluntary
expense limitation in the future, the fund's total operating expenses
under the Amended Contract could exceed the fund's current
all-inclusive management fee.
REASONS FOR THE PROPOSAL. FMR recommended the proposed amendments to
the fund's management contract to the Board of Trustees in order to
bring the fund's management fee structure in line with that of
comparable Fidelity institutional money market funds. Together, the
fund and the comparable Fidelity funds are marketed as the Fidelity
Institutional Money Market (or FIMM) funds. FMR proposed the
amendments as part of its effort to standardize the terms of the
management contracts for all of the FIMM funds. Like the fund, the
other FIMM funds currently offer three classes of shares (Class I,
Class II, and Class III).
FMR's request that the fund's management contract be amended reflects
its belief that the fund should have the management fee structure that
is standard for other FIMM funds. In making its request, FMR noted
that although the fund was once marketed as part of a different
product line, the fund is now marketed as part of the FIMM funds
product line - a product line of high minimum investment,
lower-expense money market funds for institutional investors. Although
the fund currently operates under the same voluntary expense
limitation as most other FIMM funds, it does not have the standard
FIMM funds management contract and fee structure.
Because the FIMM funds are marketed together in the same
prospectuses, which describe, among other features, the funds'
management fee arrangements (including expense limitations),
prospectus disclosure of the terms of the various management contracts
may lead to investor confusion about the management fee structure of
the FIMM funds product line. Standardizing the fund's management fee
structure would further the goal of simplifying the prospectus
disclosure and improving shareholder understanding of the product
line. Moreover, standardizing the fund's management fee structure will
not have any impact on the current total operating expenses of any
class of the fund, or affect the way in which the fund is managed.
Based on data provided by Lipper Analytical Services, Inc. (Lipper),
an independent service that monitors the mutual fund industry, the
median management fee rate for institutional money market funds and
classes prior to any reimbursement arrangements was approximately
0.40% as of January 31, 1997. This comparative group comprises 483
funds and classes, including General Purpose, U.S. Treasury, U.S.
Government, and Institutional Tax-Exempt money market funds. This
median rate is 0.20% higher than the fee rate proposed under the
Amended Contract. The median total expense rate for these funds and
classes (after reimbursements) was approximately 0.492% for the same
period. Based on the proposed management fee rate (and assuming the
current voluntary expense limitation is in effect), the total
operating expenses of Class I of the fund (0.20%) would be below the
median; the total operating expenses of Class II of the fund (0.35%)
would be below the median; and the total operating expenses of Class
III of the fund (0.45%) would be below the median.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. The following chart
compares the fund's management fee under the terms of the Present
Contract for the fiscal year ended March 31, 1997, to the management
fee that the fund would have incurred under the Amended Contract if it
had been in effect during that period.
Present Contract Amended Contract Percentage Difference
Management Fee Management Fee
$1,305,187* $621,515 (52.4%)
*Figure does not reflect the voluntary expense limitation currently in
effect. The voluntary expense limitation resulted in an actual
management fee of $621,515, the same management fee that the fund
would have incurred under the Amended Contract.
The following charts compare the fees and expenses that each class of
the fund paid under the Present Contract for the fiscal year ended
March 31, 1997 (modified to reflect the voluntary expense limitation
currently in effect), to the fees and expenses that each class of the
fund would have paid under the Amended Contract if it had been in
effect during that period. All fees and expenses are expressed as a
percentage of the applicable class's average net assets.
CLASS I PRESENT CONTRACT AMENDED CONTRACT
Management Fee 0.20%* 0.20%
Rule 12b-1 Fee N/A N/A
Other Expenses 0.00% 0.00%*
Total Operating Expenses 0.20%* 0.20%*
CLASS II(dagger) PRESENT CONTRACT AMENDED CONTRACT
Management Fee 0.20%* 0.20%
Rule 12b-1 Fee 0.15% 0.15%
Other Expenses 0.00% 0.00%*
Total Operating Expenses 0.35%* 0.35%*
CLASS III(dagger) PRESENT CONTRACT AMENDED CONTRACT
Management Fee 0.20%* 0.20%
Rule 12b-1 Fee 0.25% 0.25%
Other Expenses 0.00% 0.00%*
Total Operating Expenses 0.45%* 0.45%*
* After reimbursement.
(dagger) Annualized. Class II and Class III commenced operations on
November 1, 1995 and November 6, 1995, respectively.
FMR has voluntarily agreed to reimburse each class of the fund to the
extent that total operating expenses (excluding Rule 12b-1 fees
applicable to Class II and Class III shares; interest; taxes;
brokerage commissions; and extraordinary expenses) exceed 0.20% of the
class's average net assets. If these agreements were not in effect,
the management fee, other expenses, and total operating expenses, as a
percentage of average net assets, of each class would have been as
follows: (i) for Class I: 0.42%, 0.00%, and 0.42%, respectively, under
the Present Contract, and 0.20%, 0.23%, and 0.43%, respectively, under
the Amended Contract; (ii) for Class II: 0.42%, 0.00%, and 0.57%,
respectively, under the Present Contract, and 0.20%, 0.23%, and 0.58%,
respectively, under the Amended Contract; and (iii) for Class III:
0.42%, 0.00%, and 0.67%, respectively, under the Present Contract, and
0.20%, 0.23%, and 0.68%, respectively, under the Amended Contract.
TRANSACTIONS WITH BROKERS-DEALERS. The fund may execute portfolio
transactions with broker-dealers who provide research and execution
services to the fund or other accounts over which FMR or its
affiliates exercise investment discretion. The selection of such
broker-dealers is generally 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 research and execution services provided. If
FMR grants investment management authority to a sub-adviser pursuant
to a Sub-advisory Agreement, the sub-adviser is authorized to place
orders for the purchase and sale of portfolio securities, and will do
so in accordance with the policies described below.
The receipt of research from broker-dealers that execute transactions
on behalf of the fund may be useful to FMR in rendering investment
management services to the fund and to its other clients, and
conversely, such research provided by broker-dealers who execute
transaction orders on behalf of other FMR clients may be useful to FMR
in carrying out its obligations to the fund. The receipt of such
research has not reduced FMR's normal independent research activities;
however, it enables FMR to avoid 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 fund 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 fund
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.
The fund has already been authorized by the Board of Trustees,
consistent with the federal securities laws and the rules and
regulations of the Securities and Exchange Commission, to place
portfolio transactions through broker-dealers who are affiliated with
FMR and through broker-dealers who provide research. The Amended
Contract expressly recognizes this authority.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve
as Trustees are referred to herein as the "Fidelity funds." The Board
of Trustees meets eleven times a year. The Board of Trustees,
including the Independent Trustees, believe that matters bearing on
the appropriateness of the fund's management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees
or the Independent Trustees, as appropriate, act on all major matters,
a significant portion of the activities of the Board of Trustees
(including certain of those described herein) are conducted through
committees. The Independent Trustees meet frequently in executive
session and are advised by independent legal counsel selected by the
Independent Trustees.
The proposal to present the Amended Contract to shareholders was
approved by the Board of Trustees of the fund, including the
Independent Trustees, on December 11, 1996. The Board of Trustees
consider and approve twice every year portfolio transactions with
broker-dealers who provide research services to the fund. The Board of
Trustees received materials relating to the Amended Contract in
advance of the meeting at which the Amended Contract was considered,
and had the opportunity to ask questions and request further
information in connection with such consideration.
INFORMATION RECEIVED BY THE BOARD. In connection with their monthly
meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption
data, (iii) the economic outlook and the general investment outlook in
the markets in which the fund invests, and (iv) notable changes in the
fund's investments. The Board of Trustees and the Independent Trustees
also consider periodically other material facts such as (1) FMR's
financial condition, (2) arrangements in respect of the distribution
of the fund's shares, (3) the procedures employed to determine the
value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with
FMR, (5) FMR's management of the relationships with the fund's
custodian and subcustodians, (6) the resources devoted to and the
record of compliance with the fund's investment policies and
restrictions and with policies on personal securities transactions,
and (7) the nature, cost and quality of non-investment management
services provided by FMR and its affiliates.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all of the matters considered. Matters considered by the Board
of Trustees and the Independent Trustees include the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly the fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of an appropriate index or
combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the
Independent Trustees annually review a report detailing the background
of the fund's portfolio manager, and the fund's investment objective
and discipline. The Independent Trustees have also had discussions
with senior management of FMR responsible for investment operations,
and the senior management of Fidelity's money market group. Among
other things they considered the size, education and experience of
FMR's investment staff, its use of technology, and FMR's approach to
recruiting, training and retaining portfolio managers and other
research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Amended Contract and under
separate agreements covering transfer agency functions and pricing,
bookkeeping and securities lending services, if any. The Board of
Trustees and the Independent Trustees have also considered the nature
and extent of FMR's supervision of third party service providers,
principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by the
fund and the fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, credit card, insurance,
publishing, real estate, international research and investment funds,
and others. The Board of Trustees and the Independent Trustees
considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the
Independent Trustees considered the benefit to shareholders of
investing in a fund that is part of a large family of funds offering a
variety of investment disciplines and providing for a large variety of
fund and shareholder services.
With regard to the section of the proposed contract describing the
changes to portfolio transactions, the Trustees considered the value
of research provided by the broker-dealers, the quality of the
execution services provided, and the level of commissions paid. While
the fund does not generally purchase securities through a
broker-dealer by paying commissions, the Board of Trustees determined
that amending the management contract to expressly recognize the
authority of FMR to use affiliated broker-dealers and broker-dealers
who provide research services furthers the goal of standardizing
management contracts for Fidelity funds, and that explicitly
permitting all Fidelity funds to utilize certain broker-dealers is
beneficial to the fund.
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees, including
the Independent Trustees, concluded that the proposed modifications to
the management fee structure are in the best interest of the fund's
shareholders. The Board of Trustees, including the Independent
Trustees, voted to approve the submission of the Amended Contract to
shareholders of the fund and recommends that shareholders of the fund
vote FOR the Amended Contract.
2. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION
OF RATED MONEY MARKET FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS
TRUST TO ANOTHER.
The Board of Trustees have approved an Agreement and Plan of
Reorganization (the Plan of Reorganization) in the form attached to
this Proxy Statement as Exhibit 2. The Plan of Reorganization provides
for a reorganization of Rated Money Market (the Fund) from a separate
series of Fidelity Money Market Trust (FMMT), a Delaware business
trust, to a newly-established, separate series of Fidelity
Institutional Cash Portfolios (the Trust), also a Delaware business
trust (the Reorganization).
The investment objective, policies, and limitations of the Fund will
not change except as approved by shareholders and as described in this
proxy statement. A separate series of the Trust will carry on the
business of the Fund following the Reorganization (the Series). The
Series, which has not yet commenced business operations, will have an
investment objective, policies, and limitations identical to those of
the Fund (except as they may be modified pursuant to a vote of the
shareholders as proposed in this proxy statement). Since both FMMT and
the Trust are Delaware business trusts, organized under substantially
similar Trust Instruments, the rights of the security holders of the
Fund under state law and the governing documents are expected to
remain unchanged after the Reorganization, nor will the Reorganization
affect the operation of the Fund in a material manner. The same
individuals serve as Trustees of both trusts, except Mr. Pozen does
not serve as Trustee of FICP. Both trusts are authorized to issue an
unlimited number of shares of beneficial interest, and each Trust
Instrument permits the Trustees to create one or more additional
series or funds. The Trust's fiscal year will be the same as that of
FMMT, although the Trustees may change the fiscal year at their
discretion in the future.
FMR, the Fund's investment adviser, will be responsible for the
investment management of the Series, subject to the supervision of the
Board of Trustees, under a management contract identical to the
contract in effect between FMR and the Fund (the Present Management
Contract) (except as it may be modified pursuant to a vote of the
shareholders of the Fund as proposed in this Proxy Statement);
similarly, FMR Texas, the Fund's sub-adviser, will have primary
responsibility for providing portfolio investment advisory services to
the Series under a Sub-Advisory Agreement substantially identical to
the agreement in effect between FMR Texas and FMR (the Present
Sub-Advisory Agreement).
The Fund's distribution agent, FDC, will distribute shares of the
Series under a General Distribution Agreement identical to the
contract currently in effect between FDC and the Fund.
REASON FOR THE PROPOSED REORGANIZATION The Fund is presently
organized as a series of FMMT, which has three series of shares or
funds. The Board of Trustees unanimously recommends conversion of the
Fund to a separate series of the Trust (i.e., into the Series) which
will succeed to the business of the Fund. Moving the Fund from FMMT to
the Trust will consolidate and streamline the production and mailing
of certain financial reports and legal documents. THE PROPOSED CHANGE
WILL HAVE NO MATERIAL EFFECT ON SHAREHOLDERS OR THE MANAGEMENT OF THE
FUND.
The proposal to present the Plan of Reorganization to shareholders
was approved by the Board of Trustees of FMMT, including all of the
Trustees who are not interested persons of FMR, on December 19, 1996.
The Board of Trustees recommends that Fund shareholders vote FOR the
approval of the Plan of Reorganization described below. Such a vote
encompasses approval of the conversion of the Fund to a separate
series of the Trust; temporary waiver of certain investment
limitations of the Fund to permit the Reorganization (see "Temporary
Waiver of Investment Restrictions" on page 19); and authorization of
FMMT, as sole shareholder of the Series, to approve (i) a Management
Contract for the Series between the Trust and FMR, (ii) a Sub-Advisory
Agreement between FMR and FMR Texas with respect to the Series and
(iii) a Distribution and Service Plan under Rule 12b-1 for each class
of the Series, identical to the contracts or Plans, as the case may
be, in effect with the Fund or class immediately prior to the Closing
Date (including as the Present Management Contract may be modified
pursuant to a vote of the shareholders of the Fund as proposed in this
Proxy Statement, and except as indicated in the Distribution and
Service Plans attached as Exhibits 3, 4, and 5 to this Proxy
Statement). If shareholders of the Fund do not approve the Plan of
Reorganization, the Fund will continue to operate as a series of FMMT.
SUMMARY OF THE PLAN OF REORGANIZATION. The following discussion
summarizes the important terms of the Plan of Reorganization. This
summary is qualified in its entirety by reference to the Plan of
Reorganization itself, which is attached as Exhibit 2 to this Proxy
Statement.
On the Closing Date of the Reorganization (defined below), the Fund
will transfer all of its assets to the Series, a series of shares of
the Trust established for the purpose of effecting the Reorganization,
in exchange for the assumption by the Series of all of the liabilities
of the Fund and the issuance of shares of beneficial interest of the
corresponding classes of the Series (Trust Series Shares) equal to the
number of Fund shares outstanding on the Closing Date. Immediately
thereafter, the Fund will distribute one Trust Series Share of the
applicable class for each Fund share (the Fund Shares) held by the
shareholder on the Closing Date to each Fund shareholder, in
liquidation of such Fund Shares. Immediately after this distribution
of the Trust Series Shares, the Fund will be terminated and, as soon
as practicable thereafter, will be wound up and liquidated. UPON
COMPLETION OF THE REORGANIZATION, EACH FUND SHAREHOLDER WILL BE THE
OWNER OF FULL AND FRACTIONAL TRUST SERIES SHARES EQUAL IN NUMBER,
DENOMINATION, AND AGGREGATE NET ASSET VALUE TO HIS OR HER FUND SHARES.
The Plan of Reorganization authorizes FMMT, as the then sole initial
shareholder of the Series or class, as appropriate, to approve (i) a
Management Contract with FMR for the Series (the New Management
Contract), (ii) a Sub-Advisory Agreements between FMR and FMR Texas
with respect to the Series (the New Sub-Advisory Agreement), and (iii)
a Distribution and Service Plans (the New Plans) under Rule 12b-1 for
each class of the Series, substantially identical to the contracts or
plans, as the case may be, currently in effect with the Fund or class
immediately prior to the Closing Date (including as the Present
Management Contract may be modified pursuant to a vote of the
shareholders of the Fund as proposed in this Proxy Statement, and
except as indicated in the Distribution and Service Plans attached as
Exhibits 3, 4, and 5 to this Proxy Statement).
The Trust's Board of 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 is unable to serve due to physical or mental incapacity by reason
of disease or otherwise, death, or for any other reason, 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 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 will normally be no meeting of shareholders for the
purpose of electing Trustees.
The New Management Contract, the New Sub-Advisory Agreement, and the
New Plans will take effect on the Closing Date. The New Management
Contract, and the New Sub-Advisory Agreement will continue in force
until May 31, 1998. The New Plans will continue in force until April
30, 1998. Each agreement, contract, and plan, as applicable 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
Trust, FMR or FMR Texas, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the vote of a majority
of the Trustees or by the vote of a majority of the outstanding shares
of the Series. The New Plans will continue in effect only if approved
annually by a vote of the Trustees and of those Trustees who are not
interested persons, cast in person at a meeting called for that
purpose. The New Management Contract and New Sub-Advisory Agreement
will be terminable without penalty on sixty days' written notice
either by the Trust, FMR, or FMR Texas, as the case may be, and will
terminate automatically in the event of its assignment. The New Plans
will be terminable at any time, without the payment of any penalty, by
the vote of a majority of the Independent Trustees or by a vote of a
majority of the outstanding voting securities of the applicable class.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Reorganization will become effective at the
close of business on May 31, 1998 (the Closing Date). However, the
Reorganization may become effective at such later date as the parties
may agree in writing.
The obligations of FMMT and the Trust under the Plan of
Reorganization are subject to various conditions as stated therein.
Notwithstanding the approval of the Plan of Reorganization by Fund
shareholders, the Plan of Reorganization may be terminated or amended
at any time prior to the Reorganization by action of the Trustees to
provide against unforeseen events, if (1) there is a material breach
by the other party of any representation, warranty, or agreement
contained in the Plan of Reorganization to be performed at or prior to
the Closing Date or (2) it reasonably appears that a party will not or
cannot meet a condition of the Plan of Reorganization. Either trust
may at any time waive compliance with any of the covenants and
conditions contained in, or may amend, the Plan of Reorganization,
provided that such waiver or amendment does not materially adversely
affect the interests of Fund shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS AND PLANS. The Trust's
transfer agent will establish an account for the Series' shareholders
containing the appropriate number and denominations of Trust Series
Shares to be received by each holder of Fund Shares under the Plan of
Reorganization. Such accounts will be identical in all material
respects to the accounts currently maintained by the Fund's transfer
agent for the Fund's shareholders.
EXPENSES. Expenses of the Reorganization, estimated at $8,000 in the
aggregate, will be borne by FMR.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental
investment restrictions of the Fund, which prohibit the Fund from
acquiring more than a stated percentage of ownership of another
company, might be construed as restricting the Fund's ability to carry
out the Reorganization. By approving the Plan of Reorganization, Fund
shareholders will be agreeing to waive, only for the purpose of the
Reorganization, those fundamental investment restrictions that could
prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE REORGANIZATION. Each trust has received an
opinion from their counsel, Kirkpatrick & Lockhart LLP, that the
Reorganization will constitute a tax-free reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended. Accordingly, no gain or loss will be recognized for
federal income tax purposes by the Fund, the Series, or the Fund's
shareholders upon (1) the transfer of the Fund's assets in exchange
solely for the Trust Series Shares and the assumption by the Trust on
behalf of the Series of the Fund's liabilities or (2) the distribution
of Trust Series Shares to the Fund's shareholders in liquidation of
their Fund Shares. The opinion further provides, among other things,
that (a) the basis for federal income tax purposes of the Trust Series
Shares to be received by each Fund shareholder will be the same as
that of his or her Fund Shares immediately prior to the
Reorganization; and (b) each Fund shareholder's holding period for his
or her Trust Series Shares will include the Fund shareholder's holding
period for his or her Fund Shares, provided that said Fund Shares were
held as capital assets on the date of the exchange.
CONCLUSION. The Board of Trustees has concluded that the proposed
Plan of Reorganization to convert the Fund into a separate series of a
Delaware business trust is in the best interest of the Fund's
shareholders. The Trustees recommend that the Fund's shareholders vote
FOR the approval of the Plan of Reorganization as described above.
Such a vote encompasses approval of the reorganization of the Fund to
a separate series of a Delaware business trust; temporary waiver of
certain investment limitations of the Fund to permit the
Reorganization (see "Temporary Waiver of Investment Restrictions" on
page 19); authorization of FMMT, as sole shareholder of the Series or
class, as appropriate, to approve (i) a Management Contract for the
Series between the Trust and FMR, (ii) a Sub-Advisory Agreement for
the Series between FMR and FMR Texas, and (iii) a Distribution and
Service Plan under Rule 12b-1 for each class of the Series, identical
to the contract or plan, as the case may be, in effect with the Fund
or class immediately prior to the Closing Date (including as the
Present Management Contract may be modified pursuant to a vote of the
shareholders of the Fund as proposed in this Proxy Statement, and
except as indicated in the Distribution and Service Plans attached as
Exhibits 3, 4, and 5 to this Proxy Statement). If approved, the Plan
of Reorganization will take effect on the Closing Date. If the Plan of
Reorganization is not approved, the Fund will continue to operate as a
series of FMMT.
3. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION.
The fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not, with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The Trustees recommend that shareholders of the fund vote to replace
the fund's current fundamental investment limitation with the
following amended fundamental investment limitation governing
diversification:
"The fund may not, with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
The percentage limits in the proposed fundamental limitation
concerning diversification are the percentage limitations imposed by
the 1940 Act for diversified investment companies. The amended
fundamental diversification limitation makes one change from the
current limitation; it would permit the fund to invest without limit
in the securities of other investment companies. Pursuant to an order
of exemption granted by the SEC, the fund may invest up to 25% of
total assets in non-publicly offered money market funds. If the
proposal is approved, the fund may increase its investment in the
Central Funds in addition to investing directly in money market
securities. FMR believes that the fund will benefit by having the
Central Funds available as an investment alternative without having to
incur the cost of a shareholder meeting.
If the new fundamental investment limitation is adopted as proposed,
the non-fundamental diversification limitation for the fund will
remain as follows:
"The fund does not currently intend to purchase a security (other than
securities 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 fund may invest up to 25% of its total assets in the
first tier securities of a single issuer for up to three business
days. (This limit does not apply to investments of up to 25% of total
assets in securities of other open-end investment companies managed by
FMR or a successor or affiliate purchased pursuant to an exemptive
order granted by the SEC.)"
The non-fundamental investment limitation reflects the limitation
imposed by regulations applicable to taxable money market funds and
the SEC exceptive order discussed above. Rated Money Market intends to
interpret the fundamental and non-fundamental limitations in
accordance with SEC regulations applicable to money market funds.
If this proposal is approved, the amended fundamental diversification
limitation cannot be changed without the approval of the shareholders
and the non-fundamental limitation cannot be changed without the
approval of the Board of Trustees.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when disclosure is revised to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's
current fundamental diversification limitation will remain unchanged.
4. TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING WRITING OR PURCHASING PUT OR CALL OPTIONS.
The Fund's fundamental investment limitation on put and call options
states:
"The fund may not write or purchase any put or call options. This
limitation does not apply to options attached to, or acquired or
traded together with, their underlying securities, and does not apply
to securities that incorporate features similar to options."
The Trustees recommend that shareholders of the fund vote to
eliminate the above fundamental investment limitation. The Trustees
believe that the fund's current limitation could be interpreted to
restrict the fund from taking advantage of potential investment
opportunities and techniques that are consistent with regulatory
requirements for money market funds and the fund's investment
objective and policies, and believe that the fund would benefit from
having the additional investment flexibility.
FMR has no current intention of implementing any strategies involving
exchange-traded options contracts. However, some of the fund's
investments may include demand or "put" features, which can provide
additional liquidity or protection against loss by providing the fund
with the ability to require the issuer or a third-party to purchase
the security at the fund's request prior to maturity. In addition, the
fund may from time to time enter into agreements with option-like
features, such as standby commitments or other instruments conveying
the right or obligation to buy or sell securities at a future date.
These types of transactions may provide opportunities that would not
otherwise be available to the fund. The investment strategies
discussed above are explicitly addressed under Rule 2a-7 of the 1940
Act, which sets forth investment restrictions for money market funds.
These restrictions are designed to enable money market funds to
maintain a $1.00 share price. The fund's current fundamental
investment limitation could be interpreted to be more restrictive than
that which is permitted under the Rule. Any strategies used by the
fund must, of course, be in accordance with both the federal
requirements applicable to money market funds, and the fund's
investment objective and policies. Approval of the proposal would
allow FMR to develop and implement additional strategies in the
future, without the need to seek further shareholder approval and
without incurring any cost to the fund associated with holding a
shareholder meeting.
CONCLUSION. The Board of Trustees has determined that it is in the
best interest of shareholders to eliminate the fund's fundamental
limitation concerning investments in put or call options. Accordingly,
the Trustees recommend that shareholders of the fund vote FOR the
proposal. The elimination of this limitation, upon shareholder
approval, will become effective when disclosure is revised to reflect
the change. If the proposal is not approved by shareholders of the
fund, the fund's current fundamental limitation will remain unchanged.
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.
PRESENT MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other
services. Under its management contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations. FMR also provides the
fund with all necessary office facilities and personnel for servicing
the fund's investments, compensates all officers of the fund and all
Trustees who are "interested persons" of the trust or of FMR, and all
personnel of the fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal and state laws;
developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue
under the proposed management contract described in proposal 1.
FMR is responsible for the payment of all expenses of the fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, expenses for typesetting, printing, and mailing proxy
materials to shareholders; legal expenses, and the fees of the
custodian, auditor and interested Trustees; costs of typesetting,
printing, and mailing prospectuses and statements of additional
information, notices and reports to shareholders; the fund's
proportionate share of insurance premiums and Investment Company
Institute dues. FMR also provides for transfer agent and dividend
disbursing services through FIIOC and portfolio and general accounting
record maintenance through Fidelity Service Company, Inc. (FSC), an
affiliate of FMR.
FMR pays all other expenses of the fund with the following
exceptions: fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR (the non-interested
Trustees); taxes; brokerage commissions (if any); and such
nonrecurring expenses as may arise, including costs of any litigation
to which a fund may be a party, and any obligation it may have to
indemnify the officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated
December 29, 1994 which was approved by FMMT, then sole shareholder of
the fund on December 8, 1994, pursuant to an Agreement and Plan of
Conversion. The management fee paid to FMR is reduced by an amount
equal to the fees and expenses paid by the fund to the non-interested
Trustees.
For the services of FMR under the contract, the fund pays FMR a
monthly management fee at the annual rate of .42% of the average net
assets of the fund throughout the month. Fees received by FMR, after
voluntary reimbursement of fees and expenses paid by the fund to the
non-interested trustees, for the fiscal year ended March 31, 1997 from
the fund were $605,519.
FMR may, from time to time, voluntarily reimburse all or a portion of
the fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, extraordinary expenses, and any applicable 12b-1 fees).
FMR retains the ability to be repaid for these expense reimbursements
in the amount that expenses fall below the limit prior to the end of
the fiscal year. Expense reimbursements by FMR will increase the
fund's total returns and yield and repayment of the reimbursement by
the fund will lower its total returns and yields.
During the fiscal year ended March 31,1997, FMR voluntarily agreed to
reimburse the fund to the extent that its aggregate operating
expenses, including management fees but excluding any applicable 12b-1
fees, were in excess of an annual rate of 0.20% of the average net
assets of the fund. If this reimbursement had not been in effect, for
the fiscal year ended March 31, 1997, FMR would have received fees
amounting to $1,289,421 which would have been equivalent to 0.42% of
the average net assets of the fund (after reduction for compensation
to the non-interested Trustees).
SUB-ADVISORY AGREEMENTS
On behalf of the fund, FMR has entered into a sub-advisory agreement
with FMR Texas Inc. (FMR Texas) pursuant to which FMR Texas has
primary responsibility for providing portfolio investment management
services to the fund. The sub-advisory agreement, dated December 29,
1994, was approved by FMMT as sole shareholder of the fund on December
8, 1994 pursuant to an Agreement and Plan of Conversion approved by
shareholders of the fund on December 8, 1994. The terms of the fund's
current sub-advisory agreement with FMR Texas duplicate those of its
previous sub-advisory agreement which was dated November 1, 1989.
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 the fund. 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. For the fiscal year ended March 31, 1997, FMR paid
FMR Texas fees of $644,711.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies. Information concerning the advisory
fees, net assets, and total expenses of funds with investment
objectives similar to Rated Money Market and advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in
Exhibit 6 beginning on page 54.
FMR, its officers and directors, its affiliated companies, 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 that 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 Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter
S. Lynch, Vice Chairman. Each of the Directors is also a Trustee of
the trust. Messrs. Johnson 3d, Pozen, J. Gary Burkhead, John H.
Costello, Arthur S. Loring, Thomas D. Maher, Thomas Simpson, Richard
A. Silver, Leonard M. Rush, Fred L. Henning, Jr., Boyce Greer, Dwight
D. Churchill, and Robert K. Duby are currently officers of the trust
and officers or employees of FMR or FMR Corp. With the exception of
Mr. Costello, Mr. Maher, Mr. Simpson, Mr. Silver, and Mr. Rush, all of
these persons hold or have options to acquire stock of FMR Corp. The
principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.
During the period April 1, 1996 through March 31, 1997, no
transactions were entered into by Trustees of the trust involving more
than 1% of the voting common, non-voting common and equivalent stock,
or preferred stock of FMR Corp.
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.
Funds with investment objectives similar to Rated Money Market for
which FMR has entered into a sub-advisory agreement with FMR Texas,
and the net assets of each of these funds, are indicated in the Table
of Average Net Assets and Expense Ratios in Exhibit 6 beginning on
page 54.
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman, and
Robert C. Pozen, President. Mr. Johnson 3d also is President and a
Trustee of the trust and of other funds advised by FMR; Chairman,
Chief Executive Officer, President, and a Director of FMR Corp.;
Chairman of the Board and of the Executive Committee of FMR; a
Director of FMR; and Chairman and Director of Fidelity Management &
Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research
(Far East) Inc. (FMR Far East). In addition, Mr. Pozen is Senior Vice
President and a Trustee of the trust and of other funds advised by
FMR; a Director of FMR Corp.; Director of FMR; and President and
Director of FMR U.K. and FMR Far East. Each of the Directors is a
stock holder of FMR Corp. The principal business address of the
Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of the fund by FMR pursuant to authority contained in
the fund's management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services.
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__________, 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.
EXHIBIT 1
The language to be added to the current contract is in ((double
parentheses)); the language to be deleted is set forth in [brackets].
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY MONEY MARKET TRUST
((RATED))[DOMESTIC] MONEY MARKET [PORTFOLIO]
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[AGREEMENT]((Amendment)) made this (( day of , 199 ,)) [day
of December 1994,] by and between Fidelity Money Market Trust, a
Delaware business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), on behalf of
[Domestic]((Rated)) Money Market Portfolio (hereinafter called the
"Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser")((, as set
forth in its entirety below)).
((Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 5 of the existing
Management Contract dated December 29, 1994, to an amendment of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, will take effect on the first day of the first month
following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act
as investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
[(c) The Adviser undertakes (i) to furnish, either itself or through
an affiliated or non-affiliated company, shareholder and dividend
disbursing services and portfolio and general accounting record
maintenance, and (ii) to pay all expenses involved in the operation of
the Portfolio, except taxes, the fees and expenses of all Trustees of
the Fund who are not "interested persons" of the Fund or of the
Adviser, brokerage fees and commissions, and such non-recurring and
extraordinary expenses as may arise, including actions, suits or
proceedings to which the Portfolio is or is threatened to be a party
and the legal obligations which the Portfolio may have to indemnify
the Fund's Trustees and officers with respect thereto, which expenses
shall be paid by the Portfolio. It is understood that charges billed
directly to shareholders of the Portfolio including charges for
sub-accounting services, shall not be payable by the Adviser.]
(((c) The Adviser shall place all orders for the purchase and sale
of portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.))
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. For the services and facilities to be furnished hereunder, the
Adviser shall receive a monthly [advisory and service]((management))
fee [at]((equivalent to)) the annual rate of [42/100 of 1%]((.20%)) of
the average daily net assets of the Portfolio (computed in the manner
set forth in the Trust Instrument) throughout the month; provided that
[the fee, so computed, shall be reduced by the compensation, including
reimbursement of expenses, paid by the Portfolio to those Trustees who
are not "interested persons" of the Fund or the Adviser.] ((in the
case of initiation or termination of this contract during any month,
the fee for that month shall be reduced proportionately on the basis
of the number of business days during which it is in effect and the
fee computed upon the average net assets for the business days it is
so in effect for that month.
In case of initiation or termination of this Contract during any
month, the fee for that month shall be reduced proportionately on the
basis of the number of business days during which it is in effect, and
the fee computed upon the average net assets for the business days it
is so in effect for that month.
4. ((It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Adviser
hereunder , which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund or the Adviser; (iv) legal and audit expenses; (v) custodian,
registrar and transfer agent fees and expenses; (vi) fees and expenses
related to the registration and qualification of the Fund and the
Portfolio's shares for distribution under state and federal securities
laws; (vii) expenses of printing and mailing reports and notices and
proxy material to shareholders of the Portfolio; (viii) all other
expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums
for f idelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.))
[4]((5)). The services of the Adviser to the Portfolio are not to be
deemed exclusive, the Adviser being free to render services to others
and engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
[5]((6)). (a) Subject to prior termination as provided in
sub-paragraph (d) of this paragraph [5]((6)), this Contract shall
continue in force until May 31, [1995] ((199_)) and indefinitely
thereafter, but only so long as the continuance after such date shall
be specifically approved at least annually by vote of the Trustees of
the Fund or by vote of a majority of the outstanding voting securities
of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on
the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph [5]((6)), the terms of any continuance or modification
of this Contract must have been approved by the vote of a majority of
those Trustees of the Fund who are not parties to the Contract or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
[6]((7)). The Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Fund's Trust
Instrument and agrees that the obligations assumed by the Fund
pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the
Adviser shall not seek satisfaction of any such obligations from the
Trustees or any individual Trustee. The Adviser understands that the
rights and obligations of any Portfolio under the Trust Instrument are
separate and distinct from those of any and all other Portfolios.
[7]((8)). This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts,
without giving effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of the 17 day of October 1997, by and between Rated Money Market (the
Fund), a separate series of Fidelity Money Market Trust (FMMT) and
Fidelity Institutional Cash Portfolios (the Trust), each a business
trust duly formed under the laws of the State of Delaware.
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets
of the Fund to a series of the Trust (the Series) solely in exchange
for shares of beneficial interest in the Series (the Trust Series
Shares) and the assumption by the Series of the Fund's liabilities;
and (b) the constructive distribution of such Trust Series Shares by
the Fund to its shareholders (Fund Shareholder) in complete
liquidation and termination of the Fund in exchange for all of the
Fund's outstanding shares (Fund Shares). The Fund shall receive shares
of the Series equal to the number of Fund Shares on the Closing Date
(as defined below). Immediately thereafter, the Fund shall then
distribute to each Fund Shareholder one Trust Series Share for each
Fund Share held by the shareholder on the Closing Date. The foregoing
transactions are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE FUND
FMMT on behalf of the Fund represents and warrants as follows:
(a) The Fund is a series of FMMT, a business trust duly formed,
validly existing, and in good standing under the laws of the State of
Delaware and has the power to own all of its properties and assets and
to carry out its obligations under this Agreement. It has all
necessary federal, state, and local authorizations to carry out its
business as now being conducted and to carry out this Agreement;
(b) The Fund is duly registered as an open-end management investment
company under the Investment Company Act of 1940 (the 1940 Act), as
amended, or is a series of a registrant and such registration is in
full force and effect;
(c) The Fund is not in, and the execution, delivery and performance
of this Agreement will not result in, violation of any provision of
the Amended and Restated Trust Instrument or the Fund's Bylaws, or, to
the Fund's knowledge, of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Fund is a party or
by which the Fund is bound or result in the acceleration of any
obligation or the imposition of any penalty under any agreement,
judgment or decree to which the Fund is a party or is bound;
(d) The Fund has no material contracts or other commitments (other
than this Agreement) that will not be terminated without liability to
the Fund on or prior to the Closing Date;
(e) To the Fund's knowledge, no material legal, administrative, or
other proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Fund
or any of its properties or assets which assert liability on the part
of the Fund, except as previously disclosed in writing to the Trust.
The Fund knows of no facts that might form the basis for the
institution of such proceedings;
(f) The Fund has filed or will file all federal and state tax returns
which, to the knowledge of the Fund's officers, are required to be
filed by the Fund and has paid or will pay all federal and state taxes
shown to be due on said returns or provision shall have been made for
the payment thereof, and, to the best of the Fund's knowledge, no such
return is currently under audit and no assessment has been asserted
with respect to such returns;
(g) All of the issued and outstanding shares of the Fund are, and at
the Closing Date will be, duly and validly issued and outstanding and
fully paid and nonassessable as a matter of Delaware law (except as
disclosed in the Fund's Statement of Additional Information), and have
been offered for sale in conformity with all applicable federal
securities laws. All of the issued and outstanding shares of the Fund
will, at the Closing Date, be held by the persons and in the amounts
as certified in accordance with the provisions of this Agreement;
(h) The information to be furnished by the Fund for use in
applications for orders, registration statements, proxy materials and
other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete and
shall comply in all material respects with federal securities and
other laws and regulations thereunder applicable thereto;
(i) At both the Valuation Time (as defined in Section 4) and the
Closing Date (as defined in Section 6), the Fund will have the full
right, power, and authority to sell, assign, transfer, and deliver its
portfolio securities and any other assets of the Fund to be
transferred to the Series pursuant to this Agreement. At the Closing
Date, subject only to the delivery of the Fund's portfolio securities
and any such other assets as contemplated by this Agreement, the
Series will acquire the Fund's portfolio securities and any such other
assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are
disclosed to the Series) and without any restrictions upon the
transfer thereof;
(j) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of the Fund, and this Agreement
constitutes a valid and binding obligation of the Fund enforceable in
accordance with its terms, subject to shareholder approval;
(k) To the best of the knowledge of the Fund's management, there is
no plan or intention by the Fund's shareholders to sell, exchange or
otherwise dispose of any of the Trust Series Shares to be received in
the Reorganization;
(l) The Fund shares are widely held and may be purchased and redeemed
upon request;
(m) No consideration other than Trust Series Shares will be issued in
exchange for the Fund Shares in the Reorganization;
(n) Immediately following consummation of the Reorganization, the
Fund Shareholders will own all of the Trust Series Shares and will own
such shares solely by reason of their ownership of the Fund Shares
immediately prior to the Reorganization;
(o) Immediately following the consummation of the Reorganization, the
Trust will hold on behalf of the Series the same assets and be subject
to the same liabilities that the Fund held or was subject to
immediately prior thereto, except for assets used to pay expenses
incurred in connection with the Reorganization. Assets used to pay
expenses and all distributions (except for distributions and
redemptions arising in the ordinary course of the Fund's business as
an open-end investment company) made by the Fund immediately preceding
the Reorganization will, in the aggregate, constitute less than 1% of
the net assets of the Fund;
(p) At the time of the Reorganization, the Fund will not have
outstanding any warrants, options, convertible securities, or any
other type of right pursuant to which any person could acquire stock
in the Fund;
(q) There is no intercompany indebtedness between the Series and the
Fund that was issued, acquired or that will be settled at a discount;
(r) The Fund's liabilities to be assumed by the Series in the
Reorganization were incurred by the Fund in the ordinary course of its
business and are associated with the assets to be transferred;
(s) The Fund's shareholders each will pay their own expenses, if any,
incurred in connection with the Reorganization;
(t) The fair market value of the Fund's assets to be transferred by
the Fund to the Series will equal or exceed the Fund's liabilities to
be assumed by the Series plus the liabilities to which the transferred
assets are subject;
(u) The Fund is a regulated investment company as defined in Section
851 of the Internal Revenue Code of 1986, as amended;
(v) At the time of the Reorganization, the Fund is not under the
jurisdiction of a court in a proceeding under Title 11 of the United
States Code or similar case within the meaning of Section 368(a)(3)(A)
of the Code;
(w) To the Fund's knowledge, no consent, approval, authorization, or
order of any court or governmental authority is required for the
consummation by the Fund of the transactions contemplated by this
Agreement, except such as have been obtained under the Securities Act
of 1933 (the 1933 Act), the Securities Exchange Act of 1934 (the 1934
Act), and the 1940 Act;
(x) The Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of September 30, 1997 and
those incurred in the ordinary course of the Fund's business as an
investment company since September 30, 1997; and
(y) The Fund will be liquidated immediately after the Reorganization.
2. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants as follows:
(a) The Trust is a business trust duly formed, validly existing, and
in good standing under the laws of the State of Delaware. It has all
necessary federal, state, and local authorizations to carry out its
business as now being conducted and to carry out this Agreement;
(b) The Trust is duly registered as an open-end management investment
company under the 1940 Act, and the Series is a duly established and
designated series of the Trust;
(c) The Trust is not in, and the execution, delivery and performance
of this Agreement will not result in, violation of any provision of
the Amended and Restated Trust Instrument or the Trust's Bylaws, or,
to the Trust's knowledge, of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Trust is a party or
by which the Trust is bound or result in the acceleration of any
obligation or the imposition of any penalty under any agreement,
judgment or decree to which the Trust is a party or is bound;
(d) To the Trust's knowledge, no material legal, administrative, or
other proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Trust
or any of its properties or assets which assert liability on the part
of the Trust, except as previously disclosed in writing to the Trust.
The Trust knows of no facts that might form the basis for the
institution of such proceedings;
(e) The Trust intends for the Series to be a regulated investment
company, under Section 851 of the Code;
(f) Prior to the Closing Date, there shall be no issued and
outstanding Trust Series Shares or any other securities issued by the
Series (except for the one share that may be issued to FMR); Trust
Series Shares issued in connection with the transactions contemplated
herein will be duly and validly issued and outstanding, fully paid and
non-assessable under Delaware law on the Closing Date;
(g) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of the Trust, and, upon its proper
execution, this Agreement will constitute a valid and binding
obligation of the Trust enforceable against the Series in accordance
with its terms;
(h) The Trust Series Shares at the Closing will have been duly
authorized and, when so issued and delivered, will be duly and validly
issued shares of the Series, fully paid and non-assessable under
Delaware law;
(i) The fair market value of the Trust Series Shares to be received
by the Fund Shareholders will be equal to the fair market value of
their Fund Shares constructively surrendered in exchange therefor;
(j) The Trust has no plan or intention on behalf of the Series to
issue additional Trust Series Shares following the Reorganization
except for issuance of shares arising in the ordinary course of the
business of the Series as the series of an open-end investment
company;
(k) The Trust has no plan or intention to reacquire the Trust Series
Shares issued to the Fund Shareholders pursuant to the Reorganization
other than through redemptions arising in the ordinary course of the
business of the Series as a series of an open-end investment company;
(l) Following the Reorganization, the Trust, on behalf of the Series,
will continue the Fund's historic business;
(m) The Trust has no plan or intention to sell or otherwise dispose
of any of the Fund's assets to be acquired by the Series in the
Reorganization, except for dispositions made in the ordinary course of
its business and dispositions necessary to maintain the status of the
Series as a regulated investment company under Section 851 of the
Code;
(n) The information to be furnished by the Trust with respect to the
Series for use in applications for orders, registration statements,
proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate
and complete and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;
(o) The Trust, on behalf of the Series, shall use all reasonable
efforts to obtain the approvals and authorizations required by the
1933 Act and the 1940 Act as it may deem appropriate in order to
operate after the Closing Date; and
(p) To the Trust's knowledge, no consent, approval, authorization, or
order of any court or governmental authority is required for the
consummation by the Series of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, and the 1940 Act.
3. REORGANIZATION
(a) Subject to the requisite approval of the shareholders of the Fund
and to the other terms and conditions contained herein, the Fund
agrees to assign, convey, transfer, and deliver to the Series
established by the Trust solely for the purpose of acquiring all of
the assets of the Fund, which Series has not issued any Trust Series
Shares (except for one share of each class that may be issued to FMR)
or commenced operations, on the Closing Date all of the assets of the
Fund of any kind and nature existing on the Closing Date. The Series
agrees in exchange therefor (1) to assume all of the Fund's
liabilities existing on or after the Closing Date, whether or not
determinable on the Closing Date, and (2) to issue and deliver to the
Fund the number of full and fractional Trust Series Shares of the
applicable classes equal to the value and number of full and
fractional shares of the corresponding classes of the Fund outstanding
at the time of the closing, as described in paragraph 6, on the
Closing Date provided for in Section 6(a).
(b) The assets of the Fund to be acquired by the Series and allocated
thereto shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by the Fund, and
any deferred or prepaid expenses shown as an asset on the books of the
Fund on the Closing Date. The Fund will pay or cause to be paid to the
Series any dividend or interest payments received by it on or after
the Closing Date with respect to the assets transferred to the Series
hereunder, and the Series will retain any dividend or interest
payments received by it after the Valuation Time (as defined in
Section 4) with respect to the assets transferred hereunder without
regard to the payment date thereof.
(c) Immediately upon delivery to the Fund of the Trust Series Shares,
the individual Trustees of FMMT or any officer duly authorized by
them, on FMMT's behalf as the then sole shareholder of the Series,
shall approve (i) a Management Contract between the Trust on behalf of
the Series and FMR, (ii) a Sub-Advisory Agreement between FMR and FMR
Texas Inc., (iii) Distribution and Service Plans under Rule 12b-1
under the 1940 Act between the Trust on behalf of each class of the
Series and Fidelity Distributors Corporation (FDC) substantively
identical to the plans and contracts currently in effect with the Fund
or class, except as to the parties to such plan or contract, and (iv)
the adoption of revised fundamental policies described in Proposals 3
through 4 of the the proxy statement distributed in connection with
the Special Meeting of Fund Shareholders (Proxy Statement). The
Management Contract may be modified pursuant to a vote of the
shareholders of the Fund pursuant to the Proxy Statement. The
Distribution and Service Plans may be modified as indicated in the
plans attached as Exhibits 3, 4, and 5 to the Proxy Statement.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), the Fund will
constructively distribute the Trust Series Shares of the applicable
classes pro rata in proportion to their respective shares of
beneficial interest of the corresponding classes in the Fund to Fund
Shareholders of record determined as of the Valuation Time on the
Closing Date in accordance with the Fund's Trust Instrument, in
liquidation of such Fund. Such distribution will be accomplished by
the Fund's transfer agent opening accounts on the share records of the
Series in the names of such Fund Shareholders and transferring the
Trust Series Shares thereto. Each Fund Shareholder's account shall be
credited with the respective pro rata number of full and fractional
(rounded to the third decimal place) Trust Series Shares of the
applicable classes due that shareholder. All outstanding Fund Shares,
including any represented by certificates, shall simultaneously be
canceled on the Fund's share transfer records. The Series shall not
issue certificates representing Trust Series Shares of the applicable
classes in connection with such distribution.
(e) Immediately after the distribution of the Trust Series Shares as
set forth in Section 3(d), the Fund shall be liquidated and terminated
and any such further actions shall be taken in connection therewith as
required by applicable law.
(f) Any transfer taxes payable upon issuance of Trust Series Shares
in a name other than that of the registered holder on the Fund's
books of the Fund Shares constructively exchanged for the Trust Series
Shares shall be paid by the person to whom such Trust Series Shares
are to be issued, as a condition of such transfer.
(g) Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the date on which it is
liquidated.
4. VALUATION
(a) The valuation time shall be 4:00 p.m. Eastern time on the Closing
Date (the Valuation Time).
(b) The value of the Fund's net assets to be acquired by the Series
hereunder shall be the net asset value computed as of the Valuation
Time, using the valuation procedures set forth in the Fund's then
current Prospectus and Statement of Additional Information.
(c) The number, value, class, and denomination of full and fractional
Trust Series Shares to be issued in exchange for the Fund's net assets
shall be equal to the number, value, class and denomination of full
and fractional Fund Shares outstanding on the Closing Date.
(d) All computations pursuant to this Section shall be made by FSC,
an affiliate of FMR Corp., in accordance with its regular practice as
pricing agent for the Fund.
5. FEES; EXPENSES
(a) The Trust and the Fund each represent that there is no person who
dealt with it who by reason of such dealings is entitled to any
broker's or finder's fees or commissions arising out of the
transactions contemplated hereby.
(b) Pursuant to the Fund's management contract with FMR, FMR will pay
all fees and expenses, including legal, accounting, printing, filing,
and proxy solicitation expenses, portfolio transfer taxes (if any), or
other similar expenses incurred in connection with the transactions
contemplated by this Agreement (but not including costs incurred in
connection with the purchase or sale of portfolio securities).
6. CLOSING DATE
(a) The transfer of the Fund's assets in exchange for the assumption
by the Series of the Fund's liabilities and the issuance of Trust
Series Shares, as described above, together with related acts
necessary to consummate the same, (the Closing), unless otherwise
provided herein, shall occur at the principal office of the FMMT and
the Trust, 82 Devonshire Street, Boston, Massachusetts, on May 31,
1998, or at such other place or date as the parties may agree in
writing (the Closing Date). All acts taking place at the Closing shall
be deemed to take place simultaneously as of the Valuation Time or at
such other time and/or place as the parties may agree.
(b) In the event that, on the Closing Date: (i) any of the markets
for securities held by the Fund are closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or reporting of trading on
said markets or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of the Fund is impracticable, the Closing
Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and reporting shall
have been restored, or such other date as the parties may agree.
(c) The Fund shall deliver at the Closing a certificate of an
authorized officer stating that it has notified The Bank of New York,
as custodian for the Fund, of the Fund's reorganization to a series of
the Trust.
(d) Fidelity Investments Institutional Operations Company, Inc., as
transfer agent for the Fund, shall deliver at the Closing a
certificate as to the conversion on its books and records of each Fund
Shareholder account to an account as a holder of Trust Series Shares.
The Trust shall issue and deliver a confirmation to the Fund
evidencing the Trust Series Shares to be credited on the Closing Date
or provide evidence satisfactory to the Fund that such Trust Series
Shares have been credited to the Fund's account on the books of the
Trust. At the Closing, each party shall deliver to the other such
bills of sale, checks, assignments, stock certificates, receipts or
other documents as such other party or its counsel may reasonably
request.
7. SHAREHOLDER MEETING AND TERMINATION OF THE FUND
(a) The Fund agrees to call a meeting of its shareholders (the
Shareholder's Meeting) to consider and act upon this Agreement and to
take all other action necessary to obtain approval of the transactions
contemplated hereby.
(b) The Fund agrees that as soon as reasonably practicable after
distribution of the Trust Series Shares, the Fund shall be liquidated
and terminated as a series of FMMT pursuant to its Amended and
Restated Trust Instrument, any further actions shall be taken in
connection therewith as required by applicable law, and on and after
the Closing Date the Fund shall not conduct any business except in
connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF THE TRUST
The obligations of the Trust hereunder shall be subject to the
following conditions:
(a) That the Fund furnishes to the Trust a statement, dated as of the
Closing Date, signed by an officer of FMMT, certifying that as of the
Valuation Time and the Closing Date all representations and warranties
of the Fund made in this Agreement are true and correct in all
material respects and that the Fund has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such dates;
(b) That the Fund furnishes the Trust with copies of the resolutions,
certified by an officer of FMMT, evidencing the adoption of this
Agreement and the approval of the transactions contemplated herein by
the requisite vote of the holders of the outstanding shares of
beneficial interest of the Fund;
(c) That the Fund shall deliver to the Trust at the Closing a
statement of its assets and liabilities, together with a certificate
as to the aggregate asset value of the Fund's portfolio securities,
all as of the Valuation Time, certified on the Fund's behalf by its
Treasurer or Assistant Treasurer;
(d) That the Fund's custodian shall deliver to the Trust a
certificate identifying the assets of the Fund held by such custodian
as of the Valuation Time on the Closing Date and stating that at the
Valuation Time: (i) the assets held by the custodian will be
transferred to the Series; (ii) the Fund's assets have been duly
endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the
custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment
has been made;
(e) That the Fund's transfer agent shall deliver to the Trust at the
Closing a certificate setting forth the number of shares of the Fund
outstanding as of the Valuation Time and the name and address of each
holder of record of any such shares and the number of shares held of
record by each such shareholder;
(f) That the Fund calls a Shareholder's Meeting to consider and act
upon this Agreement and to take all other action necessary to obtain
approval of the transactions contemplated hereby;
(g) That the Fund delivers to the Trust a certificate of an officer
of FMMT, dated the Closing Date, that there has been no material
adverse change in the Fund's financial position since March 31, 1997,
other than changes in the market value of its portfolio securities, or
changes due to net redemptions of its shares, dividends paid, or
losses from operations; and
(h) That all of the issued and outstanding shares of beneficial
interest of the Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the
extent that any audit of the records of the Fund or its transfer agent
by the Trust or its agents shall have revealed otherwise, the Fund
shall have taken all actions that in the opinion of the Trust are
necessary to remedy any prior failure on the part of the Fund to have
offered for sale and sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF THE FUND
The obligations of the Fund hereunder shall be subject to the
following conditions:
(a) That the Trust shall have executed and delivered to the Fund an
Assumption of Liabilities, certified by an officer of the Trust, dated
as of the Closing Date pursuant to which Trust on behalf of the Series
will assume all of the liabilities of the Fund existing at the
Valuation Time in connection with the transactions contemplated by
this Agreement;
(b) That the Trust furnishes to the Fund a statement, dated as of the
Closing Date, signed by an officer of Trust, certifying that as of the
Valuation Time and the Closing Date all representations and warranties
of the Series made in this Agreement are true and correct in all
material respects, and the Trust has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That the Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to the Fund and the Trust, to the effect that
the Trust Series Shares are duly authorized and upon delivery to the
Fund as provided in this Agreement will be validly issued and will be
fully paid and nonassessable under Delaware law.
10. CONDITIONS TO OBLIGATIONS OF THE FUND AND THE TRUST
The obligations of the Fund and the Trust hereunder shall be subject
to the following conditions:
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of the
Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state blue sky
and securities authorities, including "no action" positions of such
federal or state authorities) deemed necessary by the Trust or the
Fund to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except
where failure to obtain any such consent, order, or permit would not
involve a risk of a material adverse effect on the assets or
properties of the Trust or the Fund, provided that either party hereto
may for itself waive any of such conditions;
(c) That all proceedings taken by either the Fund or the Series in
connection with the transactions contemplated by this Agreement and
all documents incidental thereto shall be satisfactory in form and
substance to it and its counsel, Kirkpatrick & Lockhart LLP;
(d) That the Trust shall have taken all necessary action so that the
Series shall be a series of a registered open-end investment company
under the 1940 Act immediately after the closing.
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(f) That the Trust and the Fund shall have received an opinion of
Kirkpatrick & Lockhart LLP satisfactory to the Trust and the Fund that
for federal income tax purposes:
(i) The Reorganization will be a reorganization under Section
368(a)(1)(F) of the Code, and the Fund and the Series will each be
parties to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by the Fund upon the
transfer of all of its assets to the Series in exchange solely for the
Trust Series Shares of the applicable classes and the assumption of
the Fund's liabilities followed by the distribution of those the Trust
Series Shares to the shareholders of the corresponding classes of the
Fund in liquidation of the Fund;
(iii) No gain or loss will be recognized by the Series on the
receipt of the Fund's assets in exchange solely for the the Trust
Series Shares and the assumption of the Fund's liabilities;
(iv) The basis of the Fund's assets in the hands of the Series will
be the same as the basis of such assets in the Fund's hands
immediately prior to the Reorganization;
(v) The Series' holding period in the assets to be received from the
Fund will include the Fund's holding period in such assets;
(vi) A Fund Shareholder will recognize no gain or loss on the
exchange of his or her shares of beneficial interest in the Fund for
the Trust Series Shares in the Reorganization;
(vii) A Fund Shareholder's basis in the the Trust Series Shares to
be received by him or her will be the same as his or her basis in the
Fund Shares exchanged therefor;
(viii) A Fund Shareholder's holding period for his or her Trust
Series Shares will include the holding period of the Fund Shares
exchanged, provided that those Fund Shares were held as capital assets
on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither the Fund nor
the Trust may waive the conditions set forth in this subsection 10(f).
11. COVENANTS OF THE FUND AND THE TRUST
(a) The Fund covenants to operate its business in the ordinary course
between the date hereof and the Closing Date, it being understood that
such ordinary course of business will include the payment of customary
dividends and distributions.
(b) The Fund covenants that the Trust Series Shares are not being
acquired for the purpose of making any distribution thereof, other
than in accordance with the terms of this Agreement.
(c) The Fund covenants that it will assist the Trust in obtaining
such information as the Trust reasonably requests concerning the
beneficial ownership of Fund Shares.
(d) The Fund covenants that its liquidation and termination will be
effected in the manner provided in its Trust Instrument in accordance
with applicable law and, after the Closing Date, the Fund will not
conduct any business except in connection with its liquidation and
termination.
12. TERMINATION; WAIVER
(a) The Trust and the Fund may terminate this Agreement by mutual
agreement. In addition, either the Trust or the Fund may at its option
terminate this Agreement at or prior to the Closing Date because:
(i) Of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) A condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
(b) In the event of any such termination, there shall be no liability
for damages on the part of the Trust or the Fund, or their respective
Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES
(a). This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the State of Delaware.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of the Series or the Fund;
provided, however, that following the shareholders' meeting called by
the Fund pursuant to Section 7 of this Agreement, no such amendment
may have the effect of changing the provisions for determining the
number of the Series Shares to be received by the Fund shareholders
under this Agreement to the detriment of such shareholders without
their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14.TRUST INSTRUMENTS
A copy of the Trust Instrument of the Trust and FMMT, as restated and
amended, is on file with the Secretary of State of the State of
Delaware, and notice is hereby given that this instrument is executed
on behalf of the Trustees of the Trust and FMMT as trustees and not
individually and that the obligations of the Fund and the Series under
this instrument are not binding upon any of such Fund's or Trust's
Trustees, officers, or shareholders individually but are binding only
upon the assets and property of such Fund or Series. The Fund and the
Trust each agrees that its obligations hereunder apply only to such
Fund and the Series, respectively, and not to its shareholders
individually or to the Trustees of such Fund or Series.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer.
FMR hereby agrees, pursuant to its Management
Contract with FMMT in respect
of the Fund and with the Trust in respect of the Series,
to assume the expenses provided for in
accordance with paragraph 5(b) of this Agreement.
FIDELITY MANAGEMENT & RESEARCH COMPANY]
[signature lines omitted]
EXHIBIT 3
The language to be added to the current contract is in ((double
parentheses)); the language to be deleted is set forth in [brackets].
FORM OF
DISTRIBUTION AND SERVICE PLAN
of Fidelity Money Market Trust:
((Rated))[Domestic] Money Market [Portfolio]
((class i))
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 ((as amended))
(the "Act") ((for Class I shares)) of [Domestic]((Rated)) Money Market
[Portfolio] (the "Portfolio"), a series [of shares] of Fidelity Money
Market Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement [with
respect to]((on behalf of)) the Portfolio with Fidelity Distributors
Corporation (the "Distributor"), [a wholly-owned subsidiary of
Fidelity Management & Research Company (the "Adviser")], under which
the Distributor uses all reasonable efforts, consistent with its other
business, to secure purchasers for the Portfolio's shares of
beneficial interest ("shares"). Under the agreement, the Distributor
pays the expenses of printing and distributing any prospectuses,
reports and other literature used by the Distributor, advertising, and
other promotional activities in connection with the offering of shares
of the Portfolio for sale to the public. [It is understood that the
Adviser may reimburse the Distributor for these expenses from any
source available to it, including advisory and service fees paid to it
by the Portfolio.]((It is recognized that Fidelity Management &
Research Company (the "Adviser") may use its management fee revenue,
as well as its past profits or its resources from any other source, to
make payments to the Distributor with respect to any expenses incurred
in connection with the distribution of Class I shares, including the
activities referred to above.)
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of ((Class I)) shares or
who render shareholder support services, including but not limited to
providing office space, equipment and telephone facilities, answering
routine inquiries regarding the Portfolio, processing shareholder
transactions and providing such other shareholder services as the Fund
may reasonably request.
4. [The Portfolio]((Class I)) will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Portfolio presently pays, and will continue
to pay, an advisory and service fee to the Adviser. To the extent
that any payments made by the Portfolio to the Adviser, including
payment of advisory and service fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
shares of the Portfolio within the [context]((meaning)) of Rule 12b-1
[under the Act], then such payments shall be deemed to be authorized
by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities [of the Portfolio]" (as defined in the
Act)(( of Class I)), the plan having been approved by a vote of a
majority of the Trustees of the Fund, including a majority of ((the))
Trustees who are not "interested persons" of the Fund (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements related to this Plan (the
"Independent Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect [from the date specified above] until May 31,
[1995]((199_,)) and from year to year thereafter, provided, however,
that such continuance is subject to approval annually by a vote of a
majority of the Trustees of the Fund, including a majority of the
Independent Trustees, cast in person at a meeting called for the
purpose of voting on this Plan. This Plan may be amended at any time
by the Board of Trustees, provided that (a) any amendment to authorize
direct payments by [the Portfolio]((Class I)) to finance any activity
primarily intended to result in the sale of shares of [the
Portfolio]((Class I)), to increase materially the amount spent by [the
Portfolio]((Class I)) for distribution, or any amendment of the
Management Contract to increase the amount to be paid by [the
Portfolio]((Class I)) thereunder shall be effective only upon approval
by a vote of a majority of the outstanding voting securities of
((Class I, in the case of this Plan, or upon approval by a vote of a
majority of the outstanding voting securities of )) the Portfolio,
((in the case of the Management Contract,)) and (b) any material
amendments of this Plan shall be effective only upon approval in the
manner provided in the first sentence in this paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of [the
Portfolio]((Class I)).
8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of ((
Class I)) shares [of the Portfolio] (making estimates of such costs
where necessary or desirable) and the purposes for which such
expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of ((Class I)) shares [of the Portfolio].
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Trust Instrument, any obligations assumed by [the
Portfolio] ((Class I)) pursuant to this Plan and any agreements
related to this Plan shall be limited in all cases to [the
Portfolio]((Class I)) and its assets, and shall not constitute
obligations of any [other series of shares of the Fund]((shareholder
of the Fund or of any other class of the Portfolio, series of the Fund
or class of such series)).
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
12. This Plan shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of the laws provisions thereof.
EXHIBIT 4
The language to be added to the current contract is in ((double
parentheses)); the language to be deleted is set forth in [brackets].
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY MONEY MARKET TRUST: ((rated money market))
CLASS II
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class II shares
(the "Class II") of Rated Money Market (the "Portfolio"), a series of
Fidelity Money Market Trust ((the "Fund")).
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), [a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser")], under which the Distributor uses
all reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class II [of the Portfolio] shall pay to the Distributor a
fee at the annual rate of .15% of [such Class']((the)) average daily
net assets ((of Class II)) throughout the month, or such lesser amount
as may be established from time to time by the Trustees of the Fund,
as specified in paragraph 6 of this Plan; provided that, for any
period during which the total of such fee and all other expenses of
the Portfolio (or of Class II), would exceed the gross income of the
Portfolio (or of Class II), such fee shall be reduced by such excess.
Such fee shall be computed and paid monthly. The determination of
daily net assets shall be made at the close of business each day
throughout the month and computed in the manner specified in the
Portfolio's then current Prospectus for the determination of the net
asset value of shares of Class II, but shall exclude assets
attributable to any other Class of the Portfolio. The Distributor may
use all or any portion of the fee received pursuant to the Plan to
compensate securities dealers or other persons who have engaged in the
sale of ((Class II)) Shares or in shareholder support services
pursuant to agreements with the Distributor, or to pay any of the
expenses associated with other activities authorized under paragraph 2
thereof.
4. [Each Class of the]((The)) Portfolio presently pays, and will
continue to pay, a management fee to ((Fidelity Management & Research
Company (the "Adviser")))[the Adviser] pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to [reimburse]((make payments to)) the Distributor
[for]((with respect to any)) expenses incurred in connection with the
distribution of ((Class II)) Shares, including the activities referred
to in paragraphs 2 and 3 hereof. To the extent that the payment of
management fees by the [Class]((Portfolio)) to the Adviser should be
deemed to be indirect financing of any activity primarily intended to
result in the sale of ((Class II)) shares within the meaning of Rule
12b-1, then such payment shall be deemed to be authorized by this
Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class II,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of ((the)) Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreement related to the Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on this
Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until May 31, [1993]((199_)), and from year to year
thereafter; provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class II, in the case of the Plan, or
upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of [the] Class
((II)).
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class II (making estimates of such costs where necessary or desirable)
and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of [the] Class ((II)).
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's [Declaration of Trust]((Trust Instrument)), any
obligation assumed by Class II pursuant to this Plan or any agreement
related to this Plan shall be limited in all cases to Class II and its
assets and shall not constitute an obligation of any shareholder of
the Fund or of any other [series or Class of the Fund](( class of the
Portfolio, series of the Fund or class of such series.))
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
EXHIBIT 5
The language to be added to the current contract is in ((double
parentheses)); the language to be deleted is set forth in [brackets].
form of
DISTRIBUTION AND SERVICE PLAN
FIDELITY MONEY MARKET TRUST: [CASH PORTFOLIOS]
((rated money market))
CLASS III
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class III shares
(the "Class III") of Rated Money Market (the "Portfolio"), a series of
Fidelity Money Market Trust ((the "Fund")).
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), [a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser")], under which the Distributor uses
all reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class III [of the Portfolio] shall pay to the Distributor a
fee at the annual rate of .25% of [such Class']((the)) average daily
net assets ((of Class III)) throughout the month, or such lesser
amount as may be established from time to time by the Trustees of the
Fund, as specified in paragraph 6 of this Plan; provided that, for any
period during which the total of such fee and all other expenses of
the Portfolio (or of Class III), would exceed the gross income of the
Portfolio (or of Class III), such fee shall be reduced by such excess.
Such fee shall be computed and paid monthly. The determination of
daily net assets shall be made at the close of business each day
throughout the month and computed in the manner specified in the
Portfolio's then current Prospectus for the determination of the net
asset value of shares of Class III, but shall exclude assets
attributable to any other Class of the Portfolio. The Distributor may
use all or any portion of the fee received pursuant to the Plan to
compensate securities dealers or other persons who have engaged in the
sale of ((Class III)) Shares or in shareholder support services
pursuant to agreements with the Distributor, or to pay any of the
expenses associated with other activities authorized under paragraph 2
thereof.
4. [Each Class of the]((The)) Portfolio presently pays, and will
continue to pay, a management fee to ((Fidelity Management & Research
Company (the "Adviser")))[the Adviser] pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to [reimburse]((make payments to)) the Distributor
[for]((with respect to any)) expenses incurred in connection with the
distribution of ((Class III)) Shares, including the activities
referred to in paragraphs 2 and 3 hereof. To the extent that the
payment of management fees by the [Class]((Portfolio)) to the Adviser
should be deemed to be indirect financing of any activity primarily
intended to result in the sale of ((Class III)) shares within the
meaning of Rule 12b-1, then such payment shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class III,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of ((the)) Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreement related to the Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on this
Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until May 31, [1993]((199_)), and from year to year
thereafter; provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class III, in the case of the Plan,
or upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of [the] Class
((III)).
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class III (making estimates of such costs where necessary or
desirable) and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of [the] Class ((II)).
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's [Declaration of Trust]((Trust Instrument)), any
obligation assumed by Class III pursuant to this Plan or any agreement
related to this Plan shall be limited in all cases to Class III and
its assets and shall not constitute an obligation of any shareholder
of the Fund or of any other [series or Class of the Fund](( class of
the Portfolio, series of the Fund or class of such series.))
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
[To be updated by subsequent amendment]
EXHIBIT 2
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)
<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C>
TAXABLE MONEY MARKET ((yen))
Select Money Market 2/28/96 $ 654.4 0.24%
Institutional Cash:
Treasury:
Class I 3/31/96 5,719.5 0.20
Class II 3/31/96** 80.6 0.20(dagger)
Class III 3/31/96 918.2 0.20
Government:
Class I 3/31/96 3,376.0 0.20
Class II 3/31/96** 0.1 0.20(dagger)
Class III 3/31/96 76.9 0.20
Domestic:
Class I 3/31/96 921.3 0.20
Class II 3/31/96** 0.2 0.20(dagger)
Class III 3/31/96 40.6 0.20
Money Market:
Class I 3/31/96 6,467.4 0.18*
Class II 3/31/96** 38.5 0.18(dagger)*
Class III 3/31/96 185.6 0.18*
Daily Money Fund: Treasury Only:
Class I 3/31/96 1,278.0 0.20*
Class II 3/31/96** 2.1 0.20(dagger)*
Class III 3/31/96** 49.2 0.20(dagger)*
Money Market Trust: Rated Money
Market:
Class I 3/31/96 291.4 0.20*
Class II 3/31/96** 2.3 0.20(dagger)*
Class III 3/31/96** 0.5 0.20(dagger)*
Spartan Money Market 4/30/96 8,292.3 0.45
Spartan U.S. Government Money Market 4/30/96 750.3 0.45
Spartan U.S. Treasury Money Market 4/30/96 1,782.9 0.45
The North Carolina Capital Management 6/30/96 1,823.0 0.36
Trust: Cash Portfolio
Daily Money Fund: Capital Reserves:
Money Market 7/31/96 1,098.7 0.33*
U.S. Government Money Market 7/31/96 206.8 0.30*
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C>
Daily Income Trust 8/31/96 $ 2,305.8 0.32%
Money Market Trust:
Retirement Government 8/31/96 2,395.2 0.37*
Money Market
Retirement Money Market 8/31/96 4,824.4 0.37*
Daily Money Fund:
Money Market 10/31/96# 2,549.0 0.50(dagger)
U.S. Treasury:
Initial Class 10/31/96# 1,820.1 0.50(dagger)
Class B 10/31/96# 26.9 0.50(dagger)
Cash Reserves 11/30/96 19,276.0 0.21
U.S. Government Reserves 11/30/96 1,190.0 0.21
Variable Insurance Products Fund:
Money Market 12/31/96 935.3 0.21
Variable Insurance Products Fund III:
Money Market 12/31/96 32.6 0.21
</TABLE>
(a) All fund data are as of the fiscal year end noted.
(b) Average net assets are computed on the basis of average net assets
of each fund or class at the close of business on each business day
throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations. Funds so
affected are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to each fund.
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET (CLASS I)
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Money Market Trust: Rated Money Market (Class I)
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 December 17, 1997 at 10:30 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316191204/fund# 052
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> <C>
1. To approve an amended Management Contract FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
for the fund.
2. To approve an Agreement and Plan providing for FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
the reorganization of the fund.
3. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
concerning diversification for the fund.
4. To eliminate the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning writing or purchasing put or call
options.
</TABLE>
RMM-I-PXC-1097 cusip # 316191204/fund# 052
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET (CLASS II)
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Money Market Trust: Rated Money Market (Class II)
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 December 17, 1997 at 10:30 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316191708/fund# 619
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> <C>
1. To approve an amended Management Contract FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
for the fund.
2. To approve an Agreement and Plan providing for FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
the reorganization of the fund.
3. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
concerning diversification for the fund.
4. To eliminate the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning writing or purchasing put or call
options.
</TABLE>
RMM-II-PXC-1097 cusip # 316191708/fund# 619
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET (CLASS III)
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Money Market Trust: Rated Money Market (Class III)
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 December 17, 1997 at 10:30 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316191881/fund# 652
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> <C>
1. To approve an amended Management Contract FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
for the fund.
2. To approve an Agreement and Plan providing for FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
the reorganization of the fund.
3. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
concerning diversification for the fund.
4. To eliminate the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning writing or purchasing put or call
options.
</TABLE>
RMM-III-PXC-1097 cusip # 316191881/fund# 652
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Money Market Trust: Rated Money Market 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 December 17, 1997 at 10:30 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
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> <C>
1. To approve an amended Management Contract FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
for the fund.
2. To approve an Agreement and Plan providing for FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
the reorganization of the fund.
3. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
concerning diversification for the fund.
4. To eliminate the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning writing or purchasing put or call
options.
</TABLE>
RMM-PXC-1097 cusip # 316191204/fund# 052H
cusip # 316191708/fund# 619H
cusip # 316191881/fund# 652H
