FIDELITY MONEY MARKET TRUST
DEFS14A, 2000-07-14
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

                 Filed by the                             [X]
                 Registrant

                 Filed by a                               [ ]
                 Party other than the
                 Registrant

Check the appropriate box:

[  ]  Preliminary Proxy Statement

[  ]  Confidential, for Use of the
      Commission Only (as
      permitted by Rule 14a-6(e)(2))

[X]   Definitive Proxy Statement

[  ]  Definitive Additional Materials

[  ]  Soliciting Material under
      Rule 14a-12

  (Name of Registrant as
  Specified In Its Charter)

                             (Name of Person(s) Filing
                             Proxy Statement, if other
                             than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.

[  ]  Fee computed on table below
      per Exchange Act Rules
      14a-6(i)(1) and 0-11.

    (1)  Title of each class of
         securities to which
         transaction applies:

    (2)  Aggregate number of
         securities to which
         transaction applies:

    (3)  Per unit price or other
         underlying value of
         transaction
         computed pursuant to Exchange
         Act Rule 0-11:

    (4)  Proposed maximum aggregate
         value of transaction:

    (5)  Total Fee Paid:

[  ]  Fee paid previously with
      preliminary materials.

[  ]  Check box if any part of the
      fee is offset as provided by
      Exchange Act Rule 0-11(a)(2)
      and identify the filing for
      which the offsetting fee was
      paid previously.  Identify the
      previous filing by
      registration statement
      number, or the Form or
      Schedule and the date of
      its filing.

  (1)  Amount Previously Paid:

  (2)  Form, Schedule or
       Registration Statement No.:

  (3)  Filing Party:

  (4)  Date Filed:


RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
RETIREMENT MONEY MARKET PORTFOLIO
FUNDS 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 the above funds:

 NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Retirement Government Money Market Portfolio and
Retirement Money Market Portfolio (the funds) will be held at an
office of Fidelity Money Market Trust (the trust), 27 State Street,
10th Floor, Boston, Massachusetts 02109 on September 13, 2000, at
10:00 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 elect a Board of Trustees.

 2. To ratify the selection of PricewaterhouseCoopers LLP as
    independent accountants of the funds.

 3. To authorize the Trustees to adopt an amended and restated Trust
    Instrument.

 4. To approve an amended management contract for each fund.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

 5. To amend each fund's fundamental investment limitation concerning
    diversification.

 6. To amend each fund's fundamental investment limitation concerning
    underwriting.

 7. To amend each fund's fundamental investment limitation concerning
    concentration.

 The Board of Trustees has fixed the close of business on July 17,
2000 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

July 17, 2000

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 VOTE
USING THE TOUCH-TONE VOTING INSTRUCTIONS FOUND BELOW OR 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 RESPONDING 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

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

 1. Read the proxy statement, and have your proxy card handy.

 2. Call the toll-free number indicated in the upper left corner of
    your proxy card.

 3. Enter the control number found immediately below the toll-free
    number.

 4. Follow the simple recorded instructions to cast your vote.

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY MONEY MARKET TRUST:
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
RETIREMENT MONEY MARKET PORTFOLIO
TO BE HELD ON SEPTEMBER 13, 2000

 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 Retirement Government Money Market
Portfolio and Retirement Money Market Portfolio (the funds) and at any
adjournments thereof (the Meeting), to be held on September 13, 2000
at 10:00 a.m. at 27 State Street, 10th Floor, Boston, Massachusetts
02109, an office of the trust and Fidelity Management & Research
Company (FMR), the funds' investment adviser.

 The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is being made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about July 17, 2000.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, Management Information
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately    $20,000 (    Retirement
Government Money Market Portfolio) and $   40,000     (Retirement
Money Market Portfolio). The funds may also arrange to have votes
recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call
basis for vote-by-phone solicitations on behalf of the funds at an
anticipated cost of approximately $   25,000     (Retirement
Government Money Market Portfolio) and    $50,000     (Retirement
Money Market Portfolio). If the funds record votes by telephone, they
will use procedures designed to authenticate shareholders' identities,
to allow shareholders to authorize the voting of their shares in
accordance with their instructions, and to confirm that their
instructions have been properly recorded. Proxies 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. The expenses in connection
with preparing this Proxy Statement and its enclosures and of all
solicitations, including telephone voting, 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 Investments Money
Management, Inc. (FIMM), sub-adviser to the funds, is 1 Spartan Way,
Merrimack, New Hampshire 03054.

 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, by the trust's receipt of a subsequent valid telephonic
vote 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 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. With respect to fund
shares held in Fidelity individual retirement accounts (including
Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA
Custodian will vote those shares for which it has received
instructions from shareholders only in accordance with such
instructions. If Fidelity IRA shareholders do not vote their shares,
the IRA Custodian will vote their shares for them, in the same
proportion as other Fidelity IRA shareholders have voted, but only to
the extent necessary to reach quorum at the meeting.

 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 proxy agents 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
proxy agents 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.

 Shares of each fund of the trust issued and outstanding as of May 31,
2000 are indicated in the following table:


Retirement Government Money   4,441,154,689
Market Portfolio

Retirement Money Market       10,524,301,184
Portfolio



 To the knowledge of the trust, no shareholder owned of record or
beneficially more than 5% of the outstanding shares of the funds on
that date.

 Shareholders of record at the close of business on July 17, 2000 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 EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED AUGUST 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED FEBRUARY 29, 2000 CALL 1-888-622-3175 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.

VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST. APPROVAL OF
PROPOSALS 4 THROUGH 7 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF
THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE FUNDS. 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.

 The following tables summarize the proposals applicable to each fund.

<TABLE>
<CAPTION>
<S>                       <C>                           <C>                 <C>
Proposal #                Proposal Description          Applicable Fund(s)  Page

 1.                       To elect as Trustees the      All                 5
                          twelve nominees presented in
                          Proposal 1.

 2.                       To ratify the selection of    All                 15
                          PricewaterhouseCoopers LLP
                          as independent accountants
                          of the funds.

 3.                       To authorize the Trustees to  All                 15
                          adopt an amended and
                          restated Trust Instrument.

 4.                       To approve an amended         All                 16
                          management contract for each
                          fund to include annual
                          premium payments, if any, to
                          a captive mutual insurance
                          company in the list of
                          enumerated expenses borne
                          directly by each fund and to
                          allow for future
                          modifications of the
                          contract without shareholder
                          approval vote if permitted
                          by the 1940 Act.

ADOPTION OF STANDARDIZED
INVESTMENT LIMITATIONS

 5.                       To amend each fund's          All                 20
                          fundamental investment
                          limitation concerning
                          diversification.

 6.                       To amend each fund's          All                 20
                          fundamental investment
                          limitation concerning
                          underwriting.

 7.                       To amend each fund's          All                 20
                          fundamental investment
                          limitation concerning
                          concentration.

</TABLE>

1. TO ELECT A BOARD OF TRUSTEES.

 The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Trust Instrument of Fidelity
Money Market Trust, the Trustees have determined that the number of
Trustees shall be fixed at twelve.    Gerald C. McDonough and Thomas
R. Williams are scheduled to retire at the end of 2000, and it is
proposed that J. Michael Cook and Marie L. Knowles serve as Trustees
effective January 1, 2001.     It is intended that the enclosed proxy
card will be voted for the election as Trustees of the twelve nominees
listed below, unless such authority has been withheld in the proxy
card.

    Except for Mr. Cook and Ms. Knowles,     all nominees named below
are currently Trustees of Fidelity Money Market Trust and have served
in that capacity continuously since originally elected or appointed.
Robert M. Gates, Ned C. Lautenbach, William O. McCoy, and Robert C.
Pozen were selected by the trust's Nominating and Administration
Committee (see page 16) and were appointed to the Board in March 1997,
January 2000, January 1997, and August 1997, respectively.    Mr. Cook
and Ms. Knowles are currently Members of the Advisory Board of the
trust. They were selected by the trust's Nominating and Administration
Committee and were appointed as Members of the Advisory Board on March
16, 2000 and June 15, 2000, respectively.     None of the nominees are
related to one another. Those nominees indicated by an asterisk (*)
are "interested persons" of the trust by virtue of, among other
things, their affiliation with either the trust, the funds' investment
adviser (FMR, or the Adviser), or the funds' distribution agent, FDC.
The business address of each nominee who is an "interested person" is
82 Devonshire Street, Boston, Massachusetts 02109, and the business
address of all other nominees is Fidelity Investments, P.O. Box 9235,
Boston, Massachusetts 02205-9235. Except for Messrs. Gates,
Lautenbach, McCoy, Pozen,    and Cook, and Ms. Knowles,     each of
the nominees is currently a Trustee of 56 registered investment
companies advised by FMR. Messrs. Gates, McCoy, and Pozen are
currently Trustees of 55 registered investment companies advised by
FMR. Mr. Lautenbach is currently a Trustee of 52 registered investment
companies advised by FMR.    Mr. Cook and Ms. Knowles are not
currently Trustees of any registered investment companies advised by
FMR.

 In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.

<TABLE>
<CAPTION>
<S>                          <C>                             <C>
Nominee (Age)                Principal Occupation**          Year of Election or Appointment


J. Michael Cook***  (57)     Prior to Mr. Cook's             -
                             retirement in May 1999, he
                             served as Chairman and Chief
                             Executive Officer of
                             Deloitte & Touche LLP,
                             Chairman of the Deloitte &
                             Touche Foundation, and a
                             member of the Board of
                             Deloitte Touche Tohmatsu. He
                             currently serves as an
                             Executive in Residence of
                             the Columbia Business School
                             and as a Director of Dow
                             Chemical Company (2000), HCA
                             - The Healthcare Company
                             (1999), and Children First
                             (1999). He is a member of
                             the Executive Committee of
                             the Securities Regulation
                             Institute, a member of the
                             Advisory Board of Boardroom
                             Consultants, past chairman
                             and a member of the Board of
                             Catalyst (a leading
                             organization for the
                             advancement of women in
                             business), and a Director of
                             the STAR Foundation (Society
                             to Advance the Retarded and
                             Handicapped). He also serves
                             as a member of the Board and
                             Executive Committee and as
                             Co-Chairman of the Audit and
                             Finance Committee of the
                             Center for Strategic &
                             International Studies, a
                             member of the Board of
                             Overseers of the Columbia
                             Business School, and a
                             Member of the Advisory Board
                             of the Graduate School of
                             Business of the University
                             of Florida.

Ralph F. Cox  (68)           President of RABAR              1991
                             Enterprises (management
                             consulting-engineering
                             industry, 1994). Prior to
                             February 1994, he was
                             President of Greenhill
                             Petroleum Corporation
                             (petroleum exploration and
                             production). Until March
                             1990, Mr. Cox was President
                             and Chief Operating Officer
                             of Union Pacific Resources
                             Company (exploration and
                             production). He is a
                             Director of Waste Management
                             Inc. (non-hazardous waste,
                             1993), CH2M Hill Companies
                             (engineering), and
                             Bonneville Pacific
                             (independent power and
                             petroleum production). In
                             addition, he is a member of
                             advisory boards of Texas A&M
                             University and the
                             University of Texas at Austin.

Phyllis Burke Davis  (68)    Retired from Avon Products,     1992
                             Inc. where she held various
                             positions including Senior
                             Vice President of Corporate
                             Affairs and Group Vice
                             President of U.S. sales,
                             distribution, and
                             manufacturing. She is
                             currently a Director of
                             BellSouth Corporation
                             (telecommunications), Eaton
                             Corporation (manufacturing),
                             and the TJX Companies, Inc.
                             (retail stores), and
                             previously served as a
                             Director of Hallmark Cards,
                             Inc., Nabisco Brands, Inc.,
                             and Standard Brands, Inc. In
                             addition, she is a member of
                             the Board of Directors of
                             the Southampton Hospital in
                             Southampton, N.Y. (1998).

Robert M. Gates  (56)        Consultant, author, and         1997
                             lecturer (1993). Mr. Gates
                             was Director of the Central
                             Intelligence Agency (CIA)
                             from 1991-1993. From 1989 to
                             1991, Mr. Gates served as
                             Assistant to the President
                             of the United States and
                             Deputy National Security
                             Advisor. Mr. Gates is a
                             Director of Charles Stark
                             Draper Laboratory
                             (non-profit), NACCO
                             Industries, Inc. (mining and
                             manufacturing), and TRW Inc.
                             (automotive, space, defense,
                             and information technology).
                             Mr. Gates previously served
                             as a Director of LucasVarity
                             PLC (automotive components
                             and diesel engines). He is
                             currently serving as Dean of
                             the George Bush School of
                             Government and Public
                             Service at Texas A&M
                             University (1999-2000). Mr.
                             Gates also is a Trustee of
                             the Forum for International
                             Policy and of the Endowment
                             Association of the College
                             of William and Mary. In
                             addition, he is a member of
                             the National Executive Board
                             of the Boy Scouts of America.

*Edward C. Johnson 3d  (70)  President of Retirement         1978
                             Government Money Market
                             Portfolio and Retirement
                             Money Market Portfolio. Mr.
                             Johnson also serves as
                             President of other Fidelity
                             funds. He is Chief Executive
                             Officer, Chairman, and a
                             Director of FMR Corp.; a
                             Director and Chairman of the
                             Board and of the Executive
                             Committee of FMR; Chairman
                             and a Director of Fidelity
                             Management & Research (U.K.)
                             Inc. and of Fidelity
                             Management & Research (Far
                             East) Inc.; Chairman (1998)
                             and a Director (1997) of
                             Fidelity Investments Money
                             Management, Inc.; Chairman
                             and Representative Director
                             of Fidelity Investments
                             Japan Limited (1997); and a
                             Director of FDC and of FMR
                             Co., Inc. (2000).

Donald J. Kirk  (67)         Executive-in-Residence (1995)   1987
                             at Columbia University
                             Graduate School of Business.
                             From 1987 to January 1995,
                             Mr. Kirk was a Professor at
                             Columbia University Graduate
                             School of Business. Prior to
                             1987, he was Chairman of the
                             Financial Accounting
                             Standards Board. Mr. Kirk
                             previously served as a
                             Director of General Re
                             Corporation (reinsurance,
                             1987-1998) and as a Director
                             of Valuation Research Corp.
                             (appraisals and valuations,
                             1993-1995). He serves as
                             Chairman of the Board of
                             Directors of National Arts
                             Stabilization Inc., Chairman
                             of the Board of Trustees of
                             the Greenwich Hospital
                             Association, Director of the
                             Yale-New Haven Health
                             Services Corp. (1998), Vice
                             Chairman of the Public
                             Oversight Board of the
                             American Institute of
                             Certified Public
                             Accountants' SEC Practice
                             Section (1995), and as a
                             Public Governor of the
                             National Association of
                             Securities Dealers, Inc.
                             (1996).

Marie L. Knowles***  (53)    Beginning in 1972, Ms.          -
                             Knowles served in various
                             positions with Atlantic
                             Richfield Company (ARCO)
                             (diversified energy)
                             including Executive Vice
                             President and Chief
                             Financial Officer
                             (1996-2000); Director
                             (1996-1998); and Senior Vice
                             President (1993-1996). In
                             addition, Ms. Knowles served
                             as President of ARCO
                             Transportation Company
                             (1993-1996). She currently
                             serves as a Director of
                             Phelps Dodge Corporation
                             (copper mining and
                             manufacturing), URS
                             Corporation
                             (multidisciplinary
                             engineering, 1999), and
                             America West Holdings
                             Corporation (aviation and
                             travel services, 1999). Ms.
                             Knowles also serves as a
                             member of the National Board
                             of the Smithsonian
                             Institution and she is a
                             trustee of the Brookings
                             Institution.

Ned C. Lautenbach  (56)      Partner of Clayton, Dubilier    2000
                             & Rice, Inc. (private equity
                             investment firm) since
                             September 1998. Mr.
                             Lautenbach was Senior Vice
                             President of IBM Corporation
                             from 1992 until his
                             retirement in July 1998.
                             From 1993 to 1995 he was
                             Chairman of IBM World Trade
                             Corporation. He also was a
                             member of IBM's Corporate
                             Executive Committee from
                             1994 to July 1998. He is a
                             Director of PPG Industries
                             Inc. (glass, coating and
                             chemical manufacturer),
                             Dynatech Corporation (global
                             communications equipment),
                             Eaton Corporation (global
                             manufacturer of highly
                             engineered products) and
                             ChoicePoint Inc. (data
                             identification, retrieval,
                             storage, and analysis).

*Peter S. Lynch  (57)        Vice Chairman and a Director    1990
                             of FMR; and a Director of
                             FMR Co., Inc. (2000). Prior
                             to May 31, 1990, he was a
                             Director of FMR and
                             Executive Vice President of
                             FMR (a position he held
                             until March 31, 1991); Vice
                             President of Fidelity
                             Magellan Fund and FMR Growth
                             Group Leader; and Managing
                             Director of FMR Corp. Mr.
                             Lynch was also Vice
                             President of Fidelity
                             Investments Corporate
                             Services (1991-1992). In
                             addition, he serves as a
                             Trustee of Boston College,
                             Massachusetts Eye & Ear
                             Infirmary, Historic
                             Deerfield (1989) and Society
                             for the Preservation of New
                             England Antiquities, and as
                             an Overseer of the Museum of
                             Fine Arts of Boston.

William O. McCoy  (66)       Interim Chancellor for the      1997
                             University of North Carolina
                             at Chapel Hill. Previously
                             he had served from 1995
                             through 1998 as Vice
                             President of Finance for the
                             University of North Carolina
                             (16-school system). Prior to
                             his retirement in December
                             1994, Mr. McCoy was Vice
                             Chairman of the Board of
                             BellSouth Corporation
                             (telecommunications, 1984)
                             and President of BellSouth
                             Enterprises (1986). He is
                             currently a Director of
                             Liberty Corporation (holding
                             company, 1984), Duke-Weeks
                             Realty Corporation (real
                             estate, 1994), Carolina
                             Power and Light Company
                             (electric utility, 1996),
                             the Kenan Transport Company
                             (trucking, 1996), and
                             Dynatech Corporation
                             (electronics, 1999).
                             Previously, he was a
                             Director of First American
                             Corporation (bank holding
                             company, 1979-1996). In
                             addition, Mr. McCoy served
                             as a member of the Board of
                             Visitors for the University
                             of North Carolina at Chapel
                             Hill (1994-1998) and
                             currently serves on the
                             Board of Visitors of the
                             Kenan-Flager Business School
                             (University of North
                             Carolina at Chapel Hill,
                             1988).

Marvin L. Mann  (67)         Chairman Emeritus, of Lexmark   1993
                             International, Inc. (office
                             machines, 1991) where he
                             still remains a member of
                             the Board. Prior to 1991, he
                             held the positions of Vice
                             President of International
                             Business Machines
                             Corporation ("IBM") and
                             President and General
                             Manager of various IBM
                             divisions and subsidiaries.
                             Mr. Mann is a Director of
                             M.A. Hanna Company
                             (chemicals, 1993), Imation
                             Corp. (imaging and
                             information storage, 1997).
                             He is a Board member of
                             Dynatech Corporation
                             (electronics, 1999).

*Robert C. Pozen  (54)       Senior Vice President of        1997
                             Retirement Government Money
                             Market Portfolio and
                             Retirement Money Market
                             Portfolio (1997). Mr. Pozen
                             also serves as Senior Vice
                             President of other Fidelity
                             funds (1997). He is
                             President and a Director of
                             FMR (1997), Fidelity
                             Management & Research (U.K.)
                             Inc. (1997), Fidelity
                             Management & Research (Far
                             East) Inc. (1997), Fidelity
                             Investments Money
                             Management, Inc. (1998), and
                             FMR Co., Inc. (2000); and a
                             Director of Strategic
                             Advisers, Inc. (1999).
                             Previously, Mr. Pozen served
                             as General Counsel, Managing
                             Director, and Senior Vice
                             President of FMR Corp.


</TABLE>

** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.

   *** Nominated to serve as Trustee effective on or about January 1,
2001, upon the retirement of Gerald C. McDonough and Thomas R.
Williams.

 As of May 31, 2000, the nominees, Trustees and officers of the Trust
and each fund owned, in the aggregate, less than 1% of each fund's
outstanding shares.

 If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
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 the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.

 The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended August 31, 1999. It is expected that the Trustees will
meet at least ten times a year at regularly scheduled meetings.

 The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, in conjunction with
meetings of the Board of Trustees. Currently, Messrs. Kirk (Chairman),
Gates and Lautenbach, and Mrs. Davis are members of the committee. The
committee oversees and monitors the trust's internal control
structure, its auditing function and its financial reporting process,
including the resolution of material reporting issues. The committee
recommends to the Board of Trustees the appointment of auditors for
the trust. It reviews audit plans, fees and other material
arrangements in respect of the engagement of auditors, including
non-audit services to be performed. It reviews the qualifications of
key personnel involved in the foregoing activities. The committee
plays an oversight role in respect of the trust's investment
compliance procedures and the code of ethics. During the twelve months
ended August 31, 1999, the committee held eight meetings.

 The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman)   (scheduled to retire at the
end of 2000    ), Cox, Mann, and Williams    (scheduled to retire at
the end of 2000)    . The committee members confer periodically and
hold meetings as required. The committee makes nominations for
independent trustees, and for membership on committees. The committee
periodically reviews procedures and policies of the Board of Trustees
and committees. It acts as the administrative committee under the
Retirement Plan for non-interested trustees who retired prior to
December 30, 1996. It monitors the performance of legal counsel
employed by the trust and the independent trustees. The committee in
the first instance monitors compliance with, and acts as the
administrator of the provisions of the code of ethics applicable to
the independent trustees. During the twelve months ended August 31,
1999, the committee held three meetings. The Nominating and
Administration Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the committee in
care of the Secretary of the Trust. The trust does not have a
compensation committee; such matters are considered by the Nominating
and Administration Committee.

 The following table sets forth information describing the
compensation of    each     Trustee and Member of the Advisory Board
of each fund for his or her services for the fiscal year ended August
31, 1999, or calendar year ended December 31, 1999, as applicable.

<TABLE>
<CAPTION>
<S>                          <C>                          <C>                          <C>

Compensation Table

Trustees and Members of the  Aggregate Compensation from  Aggregate Compensation from  Total Compensation from the
Advisory Board               Retirement Government Money  Retirement Money Market      Fund Complex*,A
                             Market PortfolioB            PortfolioB,C,D

Edward C. Johnson 3d**       $ 0                          $ 0                          $ 0

Abigail P. Johnson**,#       $ 0                          $ 0                          $ 0

J. Michael Cook*****         $ 0                          $ 0                          $ 0

Ralph F. Cox                 $ 1,199                      $ 2,847                      $ 217,500

Phyllis Burke Davis          $ 1,145                      $ 2,715                      $ 211,500

Robert M. Gates              $ 1,191                      $ 2,827                      $ 217,500

E. Bradley Jones****         $ 1,183                      $ 2,809                      $ 217,500

Donald J. Kirk               $ 1,192                      $ 2,828                      $ 217,500

Marie L. Knowles******       $ 0                          $ 0                          $ 0

Ned C. Lautenbach***         $ 0                          $ 0                          $ 54,000

Peter S. Lynch**             $ 0                          $ 0                          $ 0

William O. McCoy             $ 1,191                      $ 2,827                      $ 214,500

Gerald C. McDonough##        $ 1,457                      $ 3,459                      $ 269,000

Marvin L. Mann               $ 1,191                      $ 2,827                      $ 217,500

Robert C. Pozen**            $ 0                          $ 0                          $ 0

Thomas R. Williams##         $ 1,168                      $ 2,770                      $ 213,000


</TABLE>

* Information is for the calendar year ended December 31, 1999 for 236
funds in the complex.

** Interested Trustees of the funds and Ms. Johnson are compensated by
FMR.

*** During the period from October 14, 1999 through December 31, 1999,
Ned C. Lautenbach served as a Member of the Advisory Board of the
trust. Mr. Lautenbach was appointed to the Board of Trustees of
Fidelity Money Market Trust effective January 1, 2000.

**** Mr. Jones served on the Board of Trustees through December 31,
1999.

***** Effective    March 16    , 2000, Mr. Cook serves as a Member of
the Advisory Board.

   ****** Effective June 15, 2000, Ms. Knowles serves as a Member of
the Advisory Board.

# Effective April 1, 1999, Ms. Johnson serves as a Member of the
Advisory Board of certain trusts, including Fidelity Money Market
Trust.

##    Gerald C. McDonough and Thomas R. Williams are scheduled to
retire at the end of 2000.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1999, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas
R. Williams, $62,319.

B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1,279; Phyllis Burke Davis, $1,279; Robert M. Gates, $1,279; E.
Bradley Jones, $1,279; Donald J. Kirk, $1,279; Ned C. Lautenbach, $0;
William O. McCoy, $1,279; Gerald C. McDonough, $1,492; Marvin L. Mann,
$1,279; and Thomas R. Williams, $1,279.

D Certain of the non-interested Trustees' aggregate compensation from
the fund includes accrued voluntary deferred compensation as follows:
Thomas R. Williams, $1,073.

 Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 and January 2000 (the Plan), non-interested
Trustees must defer receipt of a portion of, and may elect to defer
receipt of an additional portion of, their annual fees. Amounts
deferred under the Plan are treated as though equivalent dollar
amounts had been invested in shares of a cross-section of Fidelity
funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
   INDEPENDENT ACCOUNTANTS OF THE FUNDS.

 By a vote of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent
accountants for each fund to sign or certify any financial statements
of each fund required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the
right of each fund, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty.
PricewaterhouseCoopers LLP has advised each fund that to the best of
its knowledge and belief, as of the record date, no
PricewaterhouseCoopers LLP professional had any direct or material
indirect ownership interest in such fund inconsistent with the
independence standards pertaining to accountants.

 The independent accountants examine annual financial statements for
the funds and provide other audit- and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of PricewaterhouseCoopers LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring
their presence.

3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED TRUST
   INSTRUMENT.

 The Board of Trustees has approved and recommends that the
shareholders of the trust authorize them to adopt and execute an
Amended and Restated Trust Instrument for the trust and the funds of
the trust in the form attached to this Proxy Statement as Exhibit 1
(New Trust Instrument). The attached New Trust Instrument has been
marked to show changes from the trust's existing Trust Instrument
(Current Trust Instrument). The New Trust Instrument, going forward,
will be used as the standard Trust Instrument for all new Fidelity
Delaware business trusts.

 The New Trust Instrument gives the Trustees more flexibility and,
subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. This increased flexibility may allow the
Trustees to react more quickly to changes in competitive and
regulatory conditions and, as a consequence, may allow the funds to
operate in a more efficient and economical manner. ADOPTION OF THE NEW
TRUST INSTRUMENT WILL NOT ALTER IN ANY WAY THE TRUSTEES' EXISTING
FIDUCIARY OBLIGATIONS TO ACT WITH DUE CARE AND IN THE SHAREHOLDERS'
INTERESTS. BEFORE UTILIZING ANY NEW FLEXIBILITY THAT THE NEW TRUST
INSTRUMENT MAY AFFORD, THE TRUSTEES MUST FIRST CONSIDER THE
SHAREHOLDERS' INTERESTS AND THEN ACT IN ACCORDANCE WITH SUCH
INTERESTS.

 Adoption of the New Trust Instrument will NOT result in any changes
in the funds' Trustees or officers or in the investment policies
described in the funds' current prospectuses.

 Under the Current Trust Instrument, shareholders generally have the
right to vote on any amendment affecting their right to vote, any
amendment affecting the amendment provisions of the Trust Instrument,
any amendment required by law or the trust's registration statement,
and any matter submitted to the shareholders by the Trustees. On
November 18, 1999, the Trustees approved the form of the New Trust
Instrument. On November 18, 1999, the Board also authorized the
submission of the New Trust Instrument to the trust's shareholders for
their authorization at this Meeting.

 REORGANIZATION OR TERMINATION OF THE TRUST OR ITS SERIES OR CLASSES.
Unlike the Current Trust Instrument, the New Trust Instrument
generally permits the Trustees, subject to applicable Federal and
state law, to reorganize or terminate all or a portion of the trust or
any of its series or classes. The Current Trust Instrument requires
shareholder approval in order to reorganize or terminate the trust or
any of its series except for certain reorganizations whose purpose is
to change the form of organization of the trust.

 Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to authorize the
reorganization of all or a portion of the trust, a fund or class into
another entity. For example, in order to consolidate and streamline
the production and mailing of certain financial reports and
prospectuses, the Trustees may determine that it would be in the
shareholders' interests to reorganize a fund into a trust with a
different fiscal year-end. Under the Current Trust Instrument, the
Trustees cannot effectuate such a potentially beneficial
reorganization without first conducting a shareholder meeting and
incurring the attendant costs and delays. In contrast, the New Trust
Instrument gives the Trustees the flexibility to reorganize all or a
portion of the trust or any of its series or classes and achieve
potential shareholder benefits without incurring the delay and
potential costs of a proxy solicitation. Such flexibility should help
to assure that the trust and its funds operate under the most
appropriate form of organization.

 Similarly, under certain circumstances, it may not be in the
shareholders' interest to require a shareholder meeting to permit the
Trustees to terminate a fund or class. For example, a fund may have
insufficient assets to invest effectively or excessively high expense
levels due to operational needs. Under such circumstances, absent
viable alternatives, the Trustees may determine that terminating the
fund is in the shareholders' interest and the only appropriate course
of action. The process of obtaining shareholder approval of the fund's
termination may, however, make it more difficult to complete the
fund's liquidation and termination and, in general, will increase the
costs associated with the termination. In such a case, it may be in
the shareholders' interest to permit fund termination without
incurring the costs and delays of a shareholder meeting.

 As discussed above, before allowing a trust, fund, or class
reorganization or termination to proceed without shareholder approval,
the Trustees have a fiduciary responsibility to first determine that
the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New Trust
Instrument is also subject to any applicable requirements of the 1940
Act and Delaware law. Of course, in all cases, the New Trust
Instrument would require that shareholders receive written
notification of any proposed transaction.

 The New Trust Instrument does NOT give the Trustees the authority to
merge a fund or class with another operating mutual fund or sell all
or a portion of a class or fund's assets to another operating mutual
fund without first seeking shareholder approval. Under the New Trust
Instrument, shareholder approval is still required for these
transactions.

 INITIAL APPROVAL OF MANAGEMENT CONTRACTS. The New Trust Instrument
modifies the Current Trust Instrument to allow the Trustees, on behalf
of a new fund, to enter into a management contract with FMR subject to
the provisions of Section 15 of the 1940 Act, as modified or
interpreted by the SEC. The Current Trust Instrument explicitly
requires the vote of a majority of the outstanding voting securities
of a fund to initially approve such a contract. The SEC permits the
sole initial shareholder, usually FMR or an affiliate, to approve the
initial management contract rather than the fund's public
shareholders. The New Trust Instrument would clarify that approval by
the sole initial shareholder is sufficient if permitted by the SEC.

 CONCLUSION. The Board of Trustees has concluded that the proposed
adoption of the New Trust Instrument is in the best interests of the
trust's shareholders. Accordingly, the Trustees unanimously recommend
that the shareholders vote FOR the proposal to authorize them to adopt
and execute the New Trust Instrument. If the proposal is not approved,
the Current Trust Instrument will remain unchanged and in effect.

4. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH 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 each fund
approve, a proposal to adopt an amended management contract with FMR
(collectively, the Amended Contracts). The Amended Contracts modify
the list of enumerated expenses borne directly by each fund under its
present management contract (collectively, the Present Contracts) to
include annual premiums (Annual Premiums) payable on or after January
1, 2004, if any, for insurance coverage (Insurance Coverage) provided
by a mutual insurance company (the Mutual Insurance Company).

 The Amended Contracts also include a discussion of FMR's ability to
use brokers and dealers to execute portfolio transactions. In
addition, the Amended Contracts also allow FMR and the trust, on
behalf of each fund, to amend the management contracts subject to the
requirements of the 1940 Act. The Present Contracts require the vote
of a majority of the applicable fund's outstanding voting securities
to authorize all amendments. See "Modification of Management Contract
Amendment Provisions" on page    25     for more details. (For
information on FMR, see "Activities and Management of FMR" on page
       .)

 THE MUTUAL INSURANCE COMPANY. Each fund attempts to maintain a stable
net asset value of $1.00 per share. The possibility exists, however,
that certain events, such as a material default on a security in a
fund's investment portfolio, could cause the fund to sustain a loss
that results in the net asset value of the fund falling below $1.00
per share. A fund may obtain insurance to minimize (but not eliminate)
the risk of such a loss. Because insurance provided directly by a
third-party insurer can be expensive, FMR has established a captive
mutual insurance company to offer insurance to Fidelity money market
funds effective January 1, 1999.

 THE INSURANCE COVERAGE. The Mutual Insurance Company currently
provides participating Fidelity money market funds with limited
coverage (initially up to $100 million annually) against credit
defaults and similar losses on securities in their investment
portfolios. Certain other losses, such as those due to interest rate
fluctuations, are not covered, and despite Insurance Coverage, a
fund's net asset value still could fall below $1.00 per share.
Fidelity money market funds may participate in the Insurance Coverage
in a given year if they hold insurable assets as of the prior
September 30, which is the date as of which portfolio assets are
reviewed and Annual Premiums are calculated for the following year.
Insurable assets include commercial paper, repurchase agreements and
obligations of municipalities, banks and government agencies.
T    he Board of Trustees, including the Independent Trustees,
determined that it was in the best interests of the funds and their
shareholders to participate in the Insurance Coverage beginning
January 1, 1999.    Both Retirement Government Money Market Portfolio
and Retirement Money Market Portfolio held insurable assets as of
September 30, 1999.

 FMR currently bears the cost of the Annual Premiums for Retirement
Government Money Market Portfolio and Retirement Money Market
Portfolio. If shareholders approve the Amended Contracts, FMR will
continue to bear the cost of each fund's Annual Premiums, if any,
until December 31, 2003, and each fund will be required to pay any
Annual Premiums beginning in 2004. If shareholders of a fund do not
approve the Amended Contracts, FMR has the right either not to obtain
coverage or to cease paying Annual Premiums immediately and terminate
a fund's participation in the Insurance Coverage effective the
following year. Participating funds may incur other expenses as
described more fully below in the section "Additional Information
Regarding the Mutual Insurance Company" on page    23    . The Board
and the Independent Trustees have concluded that the amounts actually
and potentially payable by the fund, including the Annual Premiums,
are fair and reasonable.

 PROPOSED AMENDMENTS TO THE PRESENT CONTRACT. A copy of the Amended
Contracts, marked to indicate the proposed amendments, are attached to
this proxy statement as Exhibits 2 and 3. Except for the amendments
discussed in this proposal, the Amended Contracts are 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        .) If approved by
shareholders, the Amended Contracts will take effect on the first day
of the first month following approval and will remain in effect
through May 2001, 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 each fund. If the Amended
Contracts are not approved, the Present Contracts will continue in
effect through May 2001, and thereafter subject to the same
requirements for continuance of the Amended Contracts.

 CURRENT MANAGEMENT FEE. Each fund's management fee is an annual
percentage of the fund's average net assets, calculated and paid
monthly. Under the Present Contract, each fund pays FMR an
all-inclusive management fee at an annual rate of 0.4200% of such
fund's average net assets. FMR pays all the expenses involved in the
operation of each fund, with the following exceptions: taxes; the fees
and expenses of the Independent Trustees; brokerage fees and
commissions; interest expenses with respect to borrowings by each
fund; and such non-recurring and extraordinary expenses as may arise,
including the costs of any litigation to which each fund may be a
party, and any obligation the fund may have to indemnify its officers
and Trustees with respect to litigation. Each fund's management fee is
reduced by the amount of compensation that each fund pays to the
Independent Trustees.

 MODIFICATION TO MANAGEMENT FEE CALCULATION. Under the Amended
Contracts, each fund would become responsible for any Annual Premiums
payable on or after January 1, 2004. FMR will continue to bear the
cost of each fund's Annual Premiums until December 31, 2003, provided
shareholders approve the Amended Contracts. For the policy year
commencing January 1, 1999, the Annual Premiums of Retirement
Government Money Market Portfolio and Retirement Money Market
Portfolio totalled $21,471 and $342,687, respectively.

 REASONS FOR THE PROPOSAL. As noted above, the Board of Trustees
believes that the Insurance Coverage is beneficial to each fund and
its shareholders. FMR expects that the aggregate Annual Premium for
all participating funds will be less than the cost of comparable
coverage provided directly by third-party insurers. If the Amended
Contracts are approved, FMR will bear the cost of a fund's Annual
Premiums, if any, payable on or before December 31, 2003. Moreover,
participating funds will receive a continuing benefit over time as
premiums accumulate, assuming no or few losses occur. In particular,
the build-up of premiums over time may permit the Mutual Insurance
Company to lower premiums for the same coverage and/or increase
coverage for the same premiums. See "Additional Information Regarding
the Mutual Insurance Company" below for more details.

 The Board of Trustees has recognized the benefits of Insurance
Coverage to a fund that holds insurable assets, and given these
benefits, believes that it is appropriate to amend the management
contract of each fund to include Annual Premiums payable to the Mutual
Insurance Company on or after January 1, 2004, if any, among the
enumerated expenses borne directly by each fund. The Board of Trustees
also has recognized that if shareholders of a fund do not approve the
Amended Contracts, FMR has the right either not to obtain coverage or
to cease paying Annual Premiums immediately and terminate a fund's
participation in the Insurance Coverage effective the following year.

 ADDITIONAL INFORMATION REGARDING THE MUTUAL INSURANCE COMPANY. The
Mutual Insurance Company is a Bermuda mutual insurance company that
commenced operations on January 1, 1999. As a mutual insurance
company, it does not issue stock; ownership interests in the Mutual
Insurance Company belong only to the participating funds as
policyholders.

 Each fund's Annual Premiums, if any, are based on the risk profile
and dollar amount of the fund's insurable assets. In addition to
Annual Premiums, in order to maximize coverage while maintaining low
Annual Premiums, the Mutual Insurance Company's insurance policies are
"assessable;" that is, if (but only if) a loss event occurs and the
accumulated reserves of the Mutual Insurance Company are insufficient
to cover the loss, all funds participating in the Insurance Coverage
will be subject, in addition to their Annual Premium payment, to a
special assessment premium of up to approximately 2.5 times their
Annual Premium payment. The special assessment will be made on a pro
rata basis in the same proportion as participating funds' then-current
pro rata share of Annual Premiums. Special assessment premiums are
considered a non-recurring and extraordinary type of expense.
Therefore, a fund that participates in the Insurance Coverage would be
responsible under both its Present Contract and the Amended Contract
for payment of any special assessment premium as a non-recurring and
extraordinary expense.

 COMPARISON OF MANAGEMENT FEES. The following tables compare the fees
and expenses of Retirement Government Money Market Portfolio and
Retirement Money Market Portfolio paid under the terms of the Present
Contract for the fiscal year ended August 31, 1999, to the fees and
expenses that each fund would have paid under an Amended Contract,
assuming (1) that the Insurance Coverage had been in effect during
that period; (2) that Retirement Government Money Market Portfolio and
Retirement Money Market Portfolio had participated in the Insurance
Coverage and paid Annual Premiums in the amount of each fund's Annual
Premium for 1999 ($21,471 and $342,687, respectively); and (3) that
FMR did not bear the cost of those Annual Premiums.

COMPARATIVE EXPENSE TABLE:
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Retirement Government Money  Present Contract  Amended Contract
Market Portfolio

Management Fee               0.4200%           0.4200%

Rule 12b-1 fee               None              None

Other Expenses               0.0000%           0.0006%

Total Operating Expenses     0.4200%           0.4206%

 EXAMPLE: The following illustrates the expenses on a $10,000
investment under the fees and expenses stated above, assuming (1) 5%
annual return and (2) redemption at the end of each time period.

                  1 Year  3 Years  5 Years  10 Years

Present Contract  $ 43    $ 135    $ 235    $ 530

Amended Contract  $ 43    $ 135    $ 236    $ 531

 The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of
the fund. The example above should not be considered a representation
of past or future expenses of the fund. Actual expenses may vary from
year to year and may be higher or lower than those shown above.

COMPARATIVE EXPENSE TABLE:
RETIREMENT MONEY MARKET PORTFOLIO

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

Retirement Money Market   Present Contract  Amended Contract
Portfolio

Management Fee            0.4200%           0.4200%

Rule 12b-1 fee            None              None

Other Expenses            0.0000%           0.0037%

Total Operating Expenses  0.4200%           0.4237%

 EXAMPLE: The following illustrates the expenses on a $10,000
investment under the fees and expenses stated above, assuming (1) 5%
annual return and (2) redemption at the end of each time period.

                  1 Year  3 Years  5 Years  10 Years

Present Contract  $ 43    $ 135    $ 235    $ 530

Amended Contract  $ 43    $ 136    $ 237    $ 534

 The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of
the fund. The example above should not be considered a representation
of past or future expenses of the fund. Actual expenses may vary from
year to year and may be higher or lower than those shown above.

 The following charts compare each fund's management fee under the
terms of the Present Contract for the fiscal year ended August 31,
1999, to the management fee and Annual Premium that each fund would
have incurred under an Amended Contract assuming (1) that the
Insurance Coverage had been in effect during that period; (2) that
Retirement Government Money Market Portfolio and Retirement Money
Market Portfolio had participated in the Insurance Coverage and paid
Annual Premiums in the amount of each fund's Annual Premium for 1999
($21,471 and $342,687, respectively); and (3) that FMR did not bear
the cost of those Annual Premiums.

<TABLE>
<CAPTION>
<S>                              <C>                          <C>                    <C>
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO

Present Contract Management Fee  Amended Contract Management  Difference In Dollars  Difference  As a Percentage
                                 Fee Plus Annual Premium                             of Management Fee Paid for
                                                                                     Fiscal Year  August 31,1999

$16,202,480                      $16,223,951                  $21,471                0.1325%

</TABLE>

<TABLE>
<CAPTION>
<S>                              <C>                          <C>                    <C>
RETIREMENT MONEY MARKET PORTFOLIO

Present Contract Management Fee  Amended Contract Management  Difference In Dollars  Difference  As a Percentage
                                 Fee Plus Annual Premium                             of Management Fee Paid for
                                                                                     Fiscal Year  August 31,1999

$38,781,590                      $39,124,277                  $342,687               0.8836%

</TABLE>

 TRANSACTIONS WITH BROKERS-DEALERS. Each fund may execute portfolio
transactions with broker-dealers who provide research and execution
services to each 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 a fund may be useful to FMR in rendering investment
management services to a 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 a 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 a 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 a 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.

 Each fund has already been authorized by the Board of Trustees,
consistent with the federal securities laws and the rules and
regulations of the SEC, to place portfolio transactions through
broker-dealers who are affiliated with FMR and through broker-dealers
who provide research. The Amended Contracts expressly recognize this
authority.

 MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. Each
Amended Contract allows FMR and the trust, on behalf of each fund, to
amend the management contract subject to the provisions of Section 15
of the 1940 Act, as modified or interpreted by the SEC. In contrast,
each Present Contract explicitly requires the vote of a majority of
the outstanding voting securities of each fund to authorize all
amendments. Generally, the proposed modification to each Present
Contract's amendment provisions will allow FMR and the trust, on
behalf of each fund, to amend the management contract without
shareholder vote IF THE 1940 ACT PERMITS THEM TO DO SO. For example,
under current interpretations of Section 15 of the 1940 Act, the
Amended Contracts would give FMR and the trust the ability to amend
the management contract immediately to reflect a management fee
decrease without the delay of having first to conduct a proxy
solicitation, while a management fee increase still would require
shareholder approval. In short, the proposed modification gives FMR
and the trust added flexibility to amend the management contract
subject to 1940 Act constraints. Of course, any future amendments to
the management contract would continue to require the approval of a
fund's Board of Trustees. The modifications to each Present Contract
will make it consistent with the management contracts adopted or
expected to be adopted by other Fidelity money market funds.

 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 at least
ten times a year. The Board of Trustees, including the Independent
Trustees, believes that matters bearing on the appropriateness of the
funds' management fees are considered at most, if not all, of its
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) is 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 each Amended Contract to shareholders was
approved by the Board of Trustees of each fund, including the
Independent Trustees, on July 15, 1999. The Board of Trustees consider
and approve twice a year portfolio transactions with broker-dealers
who provide research services to the funds. The Board of Trustees
received materials relating to each management contract in advance of
the meeting at which each management contract was considered and had
the opportunity to ask questions and request further information in
connection with such consideration.

 INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their monthly meetings Trustees receive materials that relate to each
management contract. These materials include (i) information on the
investment performance of each fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption
data, and (iii) the economic outlook and the general investment
outlook in the markets in which each fund invests. 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 each fund's shares, (3) the
procedures employed to determine the value of each fund's assets, (4)
the allocation of each fund's brokerage, if any, including allocations
to brokers affiliated with FMR, (5) FMR's management of the
relationships with each fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with each 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 response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the composition of peer groups of funds, (c) transfer agency
and bookkeeping fees paid to affiliates of FMR, (d) investment
performance, (e) investment management staffing, (f) the potential for
achieving further economies of scale, (g) operating expenses paid to
third parties, (h) the information furnished to investors, including
each fund's shareholders, and (i) information furnished by FMR
concerning several aspects of the captive insurance structure
including, among other items, information on and analysis of the
allocation of costs between the funds and FMR.

 In considering each 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 that relate to the Amended
Contracts include the following:

 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 proposed modification to the
Present Contracts' amendment provisions, the Board of Trustees and the
Independent Trustees considered the benefit to shareholders of FMR's
and the trust's increased flexibility (within 1940 Act constraints) to
amend the management contracts without the delay and potential costs
of a proxy solicitation.

 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
each 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 each fund.

 INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether each fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed each 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 review at least annually the background of each
fund's portfolio manager, and each 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 Contracts 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 each 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 each fund. This consideration included
an extensive review of FMR's methodology in allocating its costs to
the management of each 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 each fund and whether the amount of
profit is a fair entrepreneurial profit for the management of each
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to each 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.

 ECONOMIES OF SCALE. The Board of Trustees and the Independent
Trustees considered whether there have been economies of scale in
respect of the management of the Fidelity funds, whether the Fidelity
funds (including each fund) have appropriately benefited from any
economies of scale, and whether there is potential for realization of
any further economies of scale. The Board of Trustees and the
Independent Trustees have concluded that FMR's mutual fund business
presents some limited opportunities to realize economies of scale and
that these economies are being shared between fund shareholders and
FMR in an appropriate manner.

 OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by each
fund and each 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, 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 each fund.

 CONCLUSION. In considering the Amended Contracts, the Board of
Trustees and the Independent Trustees did not identify any single
factor as all-important and the forgoing summary does not detail all
of the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the
Trustees concluded (i) that the existing management fee structure is
fair and reasonable and (ii) that the proposed modifications to the
management fee rates, that is the proposed addition of Annual Premiums
as an expense borne directly by a fund under the management contract
beginning on January 1, 2004, the proposed modification of the
amendment provisions, and the addition of the discussion of FMR's
ability to use brokers and dealers to execute portfolio transactions,
are in the best interests of each fund's shareholders. The Board of
Trustees, including the Independent Trustees, voted to approve the
submission of the Amended Contracts to shareholders of each fund and
recommends that shareholders of each fund vote FOR the Amended
Contracts.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

 The primary purpose of Proposals 5 through 7 is to revise several of
the funds' investment limitations to conform to limitations which are
standard for similar types of funds managed by FMR. The Board of
Trustees asked FMR to analyze the various fundamental and
non-fundamental investment limitations of the Fidelity funds, and,
where practical and appropriate to a fund's investment objective and
policies, propose to shareholders adoption of standard fundamental
limitations and elimination of certain other fundamental limitations.
Generally, when fundamental limitations are eliminated, Fidelity's
standard non-fundamental limitations replace them. By making these
limitations non-fundamental, the Board of Trustees may amend a
limitation as they deem appropriate, without seeking shareholder
approval. The Board of Trustees would amend the limitations to
respond, for instance, to developments in the marketplace, or changes
in federal or state law. The costs of shareholder meetings called for
these purposes are generally borne by a fund and its shareholders.

 It is not anticipated that these proposals will substantially affect
the way a fund is currently managed. However, the proposals are being
presented to you for your approval because FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental and
non-fundamental investment limitations. Although adoption of a new or
revised limitation is not likely to have any impact on the current
investment techniques employed by a fund, it will contribute to the
overall objectives of standardization.

5. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
   DIVERSIFICATION.

 Retirement Government Money Market Portfolio's current fundamental
investment limitation concerning diversification states:

 "The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, or any of its
agencies or instrumentalities) if as a result thereof: (a) more than
5% of the fund's total assets would be invested in the securities of
such issuer, or (b) the fund would hold more than 10% of the voting
securities of such issuer."

 Retirement Money Market Portfolio's current fundamental investment
limitation concerning diversification states:

 "The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof: (a) more than 5% of the
fund's total assets would be invested in the securities of such
issuer; or (b) the fund would hold more than 10% of the voting
securities of such issuer."

 The Trustees recommend that shareholders of each fund vote to replace
each fund's fundamental investment limitation with the following
amended fundamental investment limitation governing diversification:

 "The fund may not purchase the securities of any issuer, if, as a
result, the fund would not comply with any applicable diversification
requirements for a money market fund under the Investment Company Act
of 1940 and the rules thereunder, as such may be amended from time to
time."

 The primary purpose of the proposal is to update each fund's current
fundamental diversification limitation for changes in the regulatory
restrictions applicable to money market funds. In addition, the
proposed fundamental diversification limitation would allow each fund
to invest in other money market funds.

 Rule 2a-7 under the 1940 Act prohibits a taxable money market fund
from investing more than 5% of its total assets in a single issuer
except that a fund may invest up to 25% of its total assets in certain
issuers for up to three days. U.S. Government securities and money
market funds are excluded from this limitation.

 Subject to restrictions in the 1940 Act (in addition to those in Rule
2a-7) and each fund's other investment policies and limitations, the
fund would be able to invest in securities of other money market
funds. The 1940 Act permits a money market fund to invest all or a
portion of its assets in other money market funds subject to
restrictions on the level of its investment and/or the fees charged.
In addition, FMR has received exemptive orders from the SEC permitting
a money market fund to invest in affiliated money market funds subject
to different restrictions on the level of its investment and the fees
charged.

 Currently under an exemptive order from the SEC, FMR may invest up to
25% of each fund's total assets in money market funds managed by FMR
or an affiliate. Each fund does not currently invest in such funds for
cash management purposes.

 If the proposal is approved, each fund could invest more
significantly in other money market funds. For example, each fund
could invest more than 25% of its total assets in another money market
fund rather than invest directly in securities if such money market
fund followed the same investment strategy as each fund for that
portion of its assets. The Trustees would permit this type of
structure if they determined that such an investment strategy was in
the best interests of each fund and its shareholders. At present, the
Trustees have not considered any specific proposal to invest in such a
manner. FMR and the Trustees continually review methods of structuring
mutual funds to take advantage of potential efficiencies or other
benefits.

 If the new fundamental investment limitation is adopted as proposed,
the Trustees intend to adopt the following non-fundamental
diversification limitation for each fund:

 "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, or securities of other money market
funds) 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."

 For purposes of each fund's non-fundamental diversification
limitations, certain securities subject to guarantees (including
insurance, letters of credit and demand features) are not considered
securities of their issuer, but are subject to separate
diversification requirements, in accordance with industry standard
requirements for money market funds.

 If this proposal is approved, the amended fundamental diversification
limitations cannot be changed without the approval of the shareholders
and the non-fundamental limitations cannot be changed without the
approval of the Board of Trustees.

 CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of a fund, that
fund's current fundamental diversification limitation will not change.

6. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
   UNDERWRITING.

 Each fund's current fundamental investment limitation concerning
underwriting states:

 "The fund may not underwrite securities issued by others (except to
the extent that the fund may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted
securities)."

 The trustees recommend that shareholders of each fund vote to replace
these limitations with the following fundamental investment limitation
governing underwriting (additional language is ((underlined)); deleted
language is [bracketed]):

 "The fund may not underwrite securities issued by others((,))
[(]except to the extent that the fund may be [deemed to
be]((considered)) an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities[)] ((or in
connection with investments in other investment companies))."

 The primary purpose of the proposal is to clarify that each fund is
not prohibited from investing in other investment companies, even if
as a result of such investment, each fund is technically considered an
underwriter under federal securities laws.

 The proposal also serves to conform each fund's fundamental
investment limitation concerning underwriting to a limitation which is
expected to become standard for all funds managed by FMR or its
affiliates. If the proposal is approved, the new limitation may not be
changed without the approval of shareholders.

 Adoption of the proposed limitation concerning underwriting is not
expected to affect the way in which each fund is managed, the
investment performance of each fund, or the securities or instruments
in which each fund invests.

 CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
revised to reflect the changes. If the proposal is not approved by the
shareholders of a fund, that fund's current limitation will remain
unchanged.

7. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
   CONCENTRATION.

 Retirement Government Money Market Portfolio's current fundamental
investment limitation concerning the concentration of its investments
within a single industry states:

  "The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed as to principal and interest by the
government of the United States, its agencies or instrumentalities)
if, as a result, (a) more than 25% of the fund's total assets (taken
at current value) would be invested in the securities of issuers
having their principal business activities in the same industry;"

 The Trustees recommend that shareholders of Retirement Government
Money Market Portfolio vote to replace this fundamental investment
limitation with the following amended fundamental investment
limitation governing concentration (additional language is
((underlined)); deleted language is [bracketed]):

 "The fund may not purchase the securities of any issuer (other than
[obligations]((securities)) issued or guaranteed    [as t    o
principal and interest]by the ((U.S. G))[g]overnment [of the United
States,]((or any of)) its agencies or instrumentalities((, or
securities of other investment companies))) if, as a result, [(a)]more
than 25% of the fund's total assets [(taken at current value)]would be
invested in the securities of [issuers having their]((companies
whose)) principal business activities    ((are))     in the same
industry;"

 Retirement Money Market Portfolio's current fundamental investment
limitation concerning the concentration of its investments within a
single industry states:

  "The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United
States or its agencies or instrumentalities) if, as a result, more
than 25% of the fund's total assets (taken at current value) would be
invested in the securities of issuers having their principal business
activities in the same industry, except that the fund intends to
invest more than 25% of total assets in obligations of institutions in
the financial services industry. Neither finance companies as a group
or utility companies as a group are considered a single industry for
the purposes of this policy;"

 The Trustees recommend that shareholders of Retirement Money Market
Portfolio vote to replace this fundamental investment limitation with
the following amended fundamental investment limitation governing
concentration (additional language is ((underlined)); deleted language
is [bracketed]):

 "The fund may not purchase the [obligations]((securities)) of any
issuer (other than securities issued or guaranteed by the ((U.S.
G))[g]overnment [of the United States]or(( any of)) its agencies or
instrumentalities((, or securities of other investment companies)))
if, as a result, more than 25% of the fund's total assets [taken at
current value]would be invested in the securities of [issuers having
their]((companies whose)) principal business activities ((are ))in the
same industry, except that the fund [intends to]((will)) invest more
than 25% of ((its ))total assets [in obligations of institutions]in
the financial services industry[. Neither finance companies as a group
or utility companies as a group are considered a single industry for
the purposes of this policy];"

 The primary purpose of the proposal is to explicitly exclude
investment companies from each fund's fundamental concentration
limitation.

 FMR does not believe that investment companies should be treated as
an industry for purposes of each fund's fundamental concentration
limitation. Significant investments in investment companies do not
expose each fund to the risk of any specific industry like significant
investments in an industry such as real estate would.

 For Retirement Government Money Market Portfolio, the proposal also
serves to conform the fund's fundamental investment limitation
concerning concentration to a limitation which is expected to become
standard for all funds managed by FMR or its affiliates. For
Retirement Money Market Portfolio, the proposal also serves to conform
the fund's fundamental investment limitation concerning concentration
to a limitation which is expected to become standard for all funds
managed by FMR that concentrate in the financial services industry. If
the proposal is approved, each new limitation may not be changed
without the approval of shareholders.

 Adoption of each proposed limitation concerning concentration is not
expected to affect the way in which each fund is managed, the
investment performance of each fund, or the securities or instruments
in which each fund invests because currently, if each fund were to
invest in certain open-end investment companies managed by FMR or an
affiliate, FMR would treat the issuers of the underlying securities
held by such open-end investment company as the issuer of such
investment company for purposes of each fund's fundamental
concentration limitation.

 CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitations will become effective when disclosure is
revised to reflect the changes. If the proposal is not approved by the
shareholders of a fund, that fund's current limitation will remain
unchanged.

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 and average net assets of funds with investment objectives
similar to Retirement Government Money Market Portfolio and Retirement
Money Market Portfolio and advised by FMR is contained in the Table of
Average Net Assets and Expense Ratios in Exhibit 4 beginning on page
52.

 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; Peter S.
Lynch, Vice Chairman; and Abigail P. Johnson, Senior Vice President.
With the exception of Ms. Johnson, each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d, Pozen, John H. Costello,
Maria F. Dwyer, Eric D. Roiter, Stanley N. Griffith, Thomas J.
Simpson, Robert A. Dwight, Boyce I. Greer, Robert A. Litterst, and
Robert Duby are currently officers of the trust and officers or
employees of FMR or FMR Corp. 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 and Ms. Abigail
P. Johnson'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 September 1, 199    8    through May 31, 2000,
    the following transaction    was entered into by officers and/or
Trustees of the Trust or of FMR Corp. involving more than 1% of the
voting common, non-voting common and equivalent stock, or preferred
stock of FMR Corp. The Peter S. Lynch Revocable Trust sold 60,566
shares of preferred stock of FMR Corp. to FMR Corp. for a cash payment
of approximately $9 million and a promissory note in the amount of
approximately $44 million.

ACTIVITIES AND MANAGEMENT OF FIMM

 FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to certain Fidelity funds and investment
advice with respect to fixed-income instruments.

 Funds with investment objectives similar to Retirement Government
Money Market Portfolio and Retirement Money Market Portfolio for which
FMR has entered into a sub-advisory agreement with FIMM, and the net
assets of each of these funds, are indicated in the Table of Average
Net Assets and Expense Ratios in Exhibit 4 beginning on page 53.

 The Directors of FIMM 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 stockholder of FMR Corp. The
principal business address of the Directors is 82 Devonshire Street,
Boston, Massachusetts 02109.

PRESENT MANAGEMENT CONTRACTS

 Each fund employs FMR to furnish investment advisory and other
services. Under its management contract with each fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of each fund in accordance with its
investment objective, policies, and limitations. FMR also provides
each fund with all necessary office facilities and personnel for
servicing each fund's investments, compensates all officers of each
fund and all Trustees who are "interested persons" of the trust or of
FMR, and all personnel of each 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 each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal and state laws;
developing management and shareholder services for each 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 amended management contract described in Proposal
4.

 FMR is responsible for the payment of all operating expenses of each
fund with certain exceptions. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders; legal expenses, fees of the custodian, auditor, and
interested Trustees; each fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. Each fund's management contract
further provides that FMR will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices
and reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. FMR also pays all
fees associated with transfer agency, dividend disbursing, and
shareholder services, and pricing and bookkeeping services through
Fidelity Investments Institutional Operations Company (FIIOC), and
portfolio and general accounting record maintenance through Fidelity
Service Company, Inc. (FSC), an affiliate of FMR.

 FMR pays all other expenses of each 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), interest, 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 its officers and Trustees with respect to litigation.

 FMR is each fund's manager pursuant to management contracts dated
December 29, 1994, which were approved by Fidelity Money Market Trust
as sole shareholder of the fund on December 30, 1994 pursuant to an
Agreement and Plan of Conversion approved by shareholders of each fund
on November 16, 1994. The management fee paid to FMR is reduced by an
amount equal to the fees and expenses paid by each fund to the
non-interested Trustees.

 For the services of FMR under each management contract, each fund
pays FMR a monthly management fee at the annual rate of 0.4200% of its
average net assets throughout the month. Fees received by FMR, after
reduction of fees and expenses paid by each fund to the non-interested
trustees, for the fiscal year ended August 31, 1999 from Retirement
Government Money Market Portfolio and Retirement Money Market
Portfolio were $16,202,480 and $38,781,590, respectively.

 FMR may, from time to time, agree to reimburse all or a portion of
each fund's total operating expenses (exclusive of interest, taxes,
brokerage commissions, and extraordinary expenses). 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.

SUB-ADVISORY AGREEMENTS

 FMR has entered into a sub-advisory agreement with FIMM pursuant to
which FIMM has primary responsibility for providing portfolio
investment management services to each fund. Each sub-advisory
agreement, dated December 29, 1994, was approved by Fidelity Money
Market Trust as sole shareholder of the fund on December 30, 1994
pursuant to an Agreement and Plan of Conversion approved by
shareholders of the fund on November 16, 1994.

 Under the sub-advisory agreements, FMR pays FIMM fees equal to 50% of
the management fee payable to FMR under its management contract with
each fund. The fees paid to FIMM are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to
time. For the fiscal year ended August 31, 1999, FMR paid FIMM fees of
$8,101,240 and $19,390,795, on behalf of Retirement Government Money
Market Portfolio and Retirement Money Market Portfolio, respectively.

PORTFOLIO TRANSACTIONS

 All orders for the purchase or sale of portfolio securities are
placed on behalf of each 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 (Japan), LLC
(FBSJ), 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.    FMR
may also place agency transactions with REDIBook ECN LLC (REDIBook),
an electronic communication network (ECN) in which a wholly-owned
subsidiary of FMR Corp. has an equity ownership interest, if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
servi    ces.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

 The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.

NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

 Please advise the trust, in care of    Fidelity Service Company,
Inc., P.O. Box 789, Boston, MA 02109    , whether other persons are
beneficial owners of shares for which proxies are being solicited and,
if so, the number of copies of the Proxy Statement and Annual Reports
you wish to receive in order to supply copies to the beneficial owners
of the respective shares.

EXHIBIT 1

FORM OF
AMENDED AND RESTATED TRUST INSTRUMENT
FIDELITY MONEY MARKET TRUST

The language to be added to the current Trust Instrument is
((underlined)), and the language to be deleted is set forth in
[brackets]. Headings that were underlined in the Trust's current Trust
Instrument remain underlined in this Exhibit.

 AMENDED AND RESTATED TRUST INSTRUMENT, MADE [DECEMBER 16,
1999]((__________ ))BY EACH OF THE TRUSTEES WHOSE SIGNATURE IS AFFIXED
HERETO (THE "TRUSTEES").

 WHEREAS, the Trustees desire to amend and restate this Trust
Instrument for the sole purpose of supplementing the Trust Instrument
to incorporate amendments duly adopted; [and]

 WHEREAS, this Trust was initially made on June 20, 1991 by Edward C.
Johnson 3d, J. Gary Burkhead and John E. Ferris in order to establish
a trust for the investment and reinvestment of funds contributed
thereto;(( and))

 NOW, THEREFORE, the Trustees declare that all money and property
contributed to the [t]((T))rust hereunder shall be held and managed in
trust under this Amended and Restated Trust Instrument as herein set
forth below.

ARTICLE I

NAME AND DEFINITIONS

NAME

 Section 1.01. The name of the [t]((T))rust created hereby is the
"Fidelity Money Market Trust."

DEFINITIONS.

 Section 1.02. Wherever used herein, unless otherwise required by the
context or specifically provided:

 (a) "Bylaws" means the Bylaws referred to in Article IV, Section
4.01(e) hereof, as from time to time amended;

 (b) The term "Commission" has the meaning given it in the 1940 Act.
The terms "Affiliated Person," "Assignment," "Interested Person" and
"Principal Underwriter" shall have the meanings given them in the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or interpretive
releases of the Commission thereunder. "Majority Shareholder Vote"
shall have the same meaning as the term "vote of a majority of the
outstanding voting securities" is given in the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretive releases of the
Commission thereunder;

 (c) The "Delaware Act" refers to Chapter 38 of Title 12 of the
Delaware Code entitled "Treatment of Delaware Business Trusts," as it
may be amended from time to time;

 (d) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article IX, Section 9.03
hereof;

 (e) "Outstanding Shares" means those Shares shown from time to time
in the books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the
treasury of the Trust;

 (f) "Series" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.06 hereof;

 (g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;

 (h) "Shares" means the equal proportionate transferable units of
beneficial interest into which the beneficial interest of each Series
of the Trust or class thereof shall be divided and may include
fractions of Shares as well as whole Shares;

 (i) The "Trust" refers to Fidelity Money Market Trust and reference
to the Trust, when applicable to one or more Series of the Trust,
shall refer to any such Series;

 (j) The "Trustees" means the person or persons who has or have signed
this Trust Instrument, so long as he or they shall continue in office
in accordance with the terms hereof, and all other persons who may
from time to time be duly qualified and serving as Trustees in
accordance with the provisions of Article III hereof and reference
herein to a Trustee or to the Trustees shall refer to the individual
Trustees in their capacity as Trustees hereunder;

 (k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account
of one or more of the Trust or any Series, or the Trustees on behalf
of the Trust or any Series; and

 (l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II

BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

 Section 2.01. The beneficial interest in the Trust shall be divided
into such transferable Shares of one or more separate and distinct
Series or classes of a Series as the Trustees shall from time to time
create and establish. The number of Shares of each Series, and class
thereof, authorized hereunder is unlimited. Each Share shall have no
par value. All Shares issued hereunder, including without limitation,
Shares issued in connection with a dividend in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable.

ISSUANCE OF SHARES

 Section 2.02. The Trustees in their discretion may, from time to
time, without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees
may deem appropriate, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection
with, the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares
and Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000th of a Share or integral
multiples thereof.

REGISTER OF SHARES AND SHARE CERTIFICATES

 Section 2.03. A register shall be kept at the principal office of the
Trust or an office of the Trust's transfer agent which shall contain
the names and addresses of the Shareholders of each Series, the number
of Shares of that Series (or any class or classes thereof) held by
them respectively and a record of all transfers thereof. As to Shares
for which no certificate has been issued, such register shall be
conclusive as to who are the holders of the Shares and who shall be
entitled to receive dividends or other distributions or otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or other distribution, nor
to have notice given to him as herein or in the Bylaws provided, until
he has given his address to the transfer agent or such other officer
or agent of the Trustees as shall keep the said register for entry
thereon. The Trustees, in their discretion, may authorize the issuance
of share certificates and promulgate appropriate rules and regulations
as to their use. Such certificates may be issuable for any purpose
limited in the Trustees discretion. In the event that one or more
certificates are issued, whether in the name of a shareholder or a
nominee, such certificate or certificates shall constitute evidence of
ownership of Shares for all purposes, including transfer, assignment
or sale of such Shares, subject to such limitations as the Trustees
may, in their discretion, prescribe.

TRANSFER OF SHARES

 Section 2.04. Except as otherwise provided by the Trustees, Shares
shall be transferable on the records of the Trust only by the record
holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer, together with a Share certificate, if
one is outstanding, and such evidence of the genuineness of each such
execution and authorization and of such other matters as may be
required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereunder and neither the Trustees nor the Trust, nor
any transfer agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.

TREASURY SHARES

 Section 2.05. Shares held in the treasury shall, until reissued
pursuant to Section 2.02 hereof, not confer any voting rights on the
Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

 Section 2.06. The Trust created hereby shall consist of one or more
Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series
shall be held and accounted for separately from the assets of the
Trust or any other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust,
to establish and designate and to change in any manner any such Series
of Shares or any classes of initial or additional Series and to fix
such preferences, voting powers, rights and privileges of such Series
or classes thereof as the Trustees may from time to time determine, to
divide or combine the Shares or any Series or classes thereof into a
greater or lesser number, to classify or reclassify any issued Shares
or any Series or classes thereof into one or more Series or classes of
Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and designation of
any Series shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and
designation and the relative rights and preferences of the Shares of
such Series, whether directly in such resolution or by reference to,
or approval of, another document that sets forth such relative rights
and preferences of the Shares of such Series including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution. A Series may issue any number of Shares
and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series
and the establishment and designation thereof.

 All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust, and each class thereof, except as
the context otherwise requires.

 Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
distributions of income and capital gains, if any, made with respect
to such Series. Upon redemption of his Shares, such Shareholder shall
be paid solely out of the funds and property of such Series of the
Trust.

INVESTMENT IN THE TRUST

 Section 2.07. The Trustees shall accept investments in any Series of
the Trust from such persons and on such terms as they may from time to
time authorize. At the Trustees' discretion, such investments, subject
to applicable law, may be in the form of cash or securities in which
the affected Series is authorized to invest, valued as provided in
Article IX, Section 9.03 hereof. Investments in a Series shall be
credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) fix the Net Asset Value per Share of the initial
capital contribution, (b) impose a sales charge or other fee upon
investments in the Trust in such manner and at such time determined by
the Trustees or (c) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

 Section 2.08. All consideration received by the Trust for the issue
or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be held and accounted for
separately from the other assets of the Trust and of every other
Series and may be referred to herein as "assets belonging to" that
Series. The assets belonging to a particular Series shall belong to
that Series for all purposes, and to no other Series, subject only to
the rights of creditors of that Series. In addition, any assets,
income, earnings, profits or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging to
any particular Series shall be allocated by the Trustees between and
among one or more of the Series in such manner as the Trustees, in
their sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and such assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto shall be assets
belonging to that Series. The assets belonging to a particular Series
shall be so recorded upon the books of the Trust, and shall be held by
the Trustees in trust for the benefit of the holders of Shares of that
Series. The assets belonging to each particular Series shall be
charged with the liabilities of that Series and all expenses, costs,
charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any
one or more of the Series in such manner as the Trustees in their sole
discretion deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Without limitation of the foregoing provisions of this
Section 2.08, but subject to the right of the Trustees in their
discretion to allocate general liabilities, expenses, costs, charges
or reserves as herein provided, the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with
respect to a particular Series shall be enforceable against the assets
of such Series only, and not against the assets of the Trust
generally. Notice of this limitation on inter-Series liabilities may,
in the Trustee's sole discretion, be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to
be filed in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Series liabilities (and the statutory effect under Section 3804
of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit
to, contracting with or having any claim against any Series may look
only to the assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or otherwise
existing with respect to that Series. No Shareholder or former
Shareholder of any Series shall have a claim on or any right to any
assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

 Section 2.09. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

 Section 2.10. Each Shareholder of the Trust and of each Series shall
not be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with
respect to, the Trust or by or on behalf of any Series. The Trustees
shall have no power to bind any Shareholder personally or to call upon
any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust or to
a Series shall include a recitation limiting the obligation
represented thereby to the Trust or to one or more Series and its or
their assets (but the omission of such a recitation shall not operate
to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

 Section 2.11. Every Shareholder, by virtue of having purchased a
Share shall become a Shareholder and shall be held to have expressly
assented and agreed to be bound by the terms hereof.

ARTICLE III

THE TRUSTEES

MANAGEMENT OF THE TRUST

 Section 3.01. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as
may be permitted by this Trust Instrument. The Trustees shall have
power to conduct the business of the Trust and carry on its operations
in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United
States of America, in the District of Columbia, in any and all
commonwealths, territories, dependencies, colonies, or possessions of
the United States of America, and in any foreign jurisdiction and to
do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned.
Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Instrument, the presumption shall be in favor
of a grant of power to the Trustees.

 The enumeration of any specific power in this Trust Instrument shall
not be construed as limiting the aforesaid power. The powers of the
Trustees may be exercised without order of or resort to any court.

 Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 3.04 of this Article III, the Trustees shall be
elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on a
date fixed by the Trustees. In the event that less than a majority of
the Trustees holding office have been elected by Shareholders, the
Trustees then in office will call a Shareholders' meeting for the
election of Trustees.

INITIAL TRUSTEES

 Section 3.02. The initial Trustees shall be the persons named herein.
On a date fixed by the Trustees, the Shareholders shall elect at least
three but not more than twelve Trustees, as specified by the Trustees
pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

 Section 3.03. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as herein provided; except (a)
that any Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or who has
died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) that a Trustee may be
removed at any meeting of the Shareholders of the Trust by a vote of
Shareholders owning at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

 Section 3.04. In case of the declination to serve, death,
resignation, retirement, removal, physical or mental incapacity by
reason of disease or otherwise, or a Trustee is otherwise unable to
serve, or an increase in the number of Trustees, a vacancy shall
occur. Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled, the other Trustees shall have all the powers
hereunder and the certificate of the other Trustees of such vacancy
shall be conclusive. In the case of an existing vacancy, the remaining
Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit consistent with the limitations
under the 1940 Act. Such appointment shall be evidenced by a written
instrument signed by a majority of the Trustees in office or by
resolution of the Trustees, duly adopted, which shall be recorded in
the minutes of a meeting of the Trustees, whereupon the appointment
shall take effect.

 An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or
after the effective date of said retirement, resignation or increase
in number of Trustees. As soon as any Trustee appointed pursuant to
this Section 3.04 shall have accepted this trust, or at such date as
may be specified in the acceptance whenever made, the trust estate
shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The power to appoint a Trustee
pursuant to this Section 3.04 is subject to the provisions of Section
16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

 Section 3.05. Any Trustee may, by power of attorney, delegate his
power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

NUMBER OF TRUSTEES

 Section 3.06. The number of Trustees shall be at least three, and
thereafter shall be such number as shall be fixed from time to time by
a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be more than twelve (12).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

 Section 3.07. The declination to serve, death, resignation,
retirement, removal, incapacity, or inability of the Trustees, or any
one of them, shall not operate to terminate the Trust or to revoke any
existing agency created pursuant to the terms of this Trust
Instrument.

OWNERSHIP OF ASSETS OF THE TRUST

 Section 3.08. The assets of the Trust and of each Series shall be
held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered as
vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be
personal property giving only the rights specifically set forth in
this Trust Instrument.

ARTICLE IV

POWERS OF THE TRUSTEES

POWERS

 Section 4.01. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and
all investments which they, in their sole discretion, shall deem
proper to accomplish the purpose of this Trust without recourse to any
court or other authority. Subject to any applicable limitation in this
Trust Instrument or the Bylaws of the Trust, the Trustees shall have
power and authority:

 (a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or
limited by any present or future law or custom in regard to
investments by [t]((T))rustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on and lease any or all of the
assets of the Trust;

 (b) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct
of such operations;

 (c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging
or otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement
of any other Person and to lend Trust Property;

 (d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for
or by the Trust itself, or both, or otherwise pursuant to a plan of
distribution of any kind;

 (e) To adopt Bylaws not inconsistent with this Trust Instrument
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders; such Bylaws shall be deemed incorporated and
included in this Trust Instrument;

 (f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;

 (g) To employ one or more banks, trust companies or companies that
are members of a national securities exchange or such other entities
as the Commission may permit as custodians of any assets of the Trust
subject to any conditions set forth in this Trust Instrument or in the
Bylaws;

 (h) To retain one or more transfer agents and shareholder servicing
agents, or both;

 (i) To set record dates in the manner provided herein or in the
Bylaws;

 (j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
custodian, underwriter or other agent or independent contractor;

 (k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XI, Section((s))
[11.04(b)]((11.05, 11.06, and 11.07)) hereof;

 (l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper;

 (m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

 (n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable
form; or either in the name of the Trust or in the name of a custodian
or a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware business trusts or
investment companies;

 (o) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
classes of such Series having relative rights, powers and duties as
they may provide consistent with applicable law;

 (p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series or class thereof or to apportion the same between or among two
or more Series or classes(( ))thereof, provided that any liabilities
or expenses incurred by a particular Series or class thereof shall be
payable solely out of the assets belonging to that Series as provided
for in Article II hereof;

 (q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust;

 (r) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;

 (s) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided;

 (t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Series or class, and to
require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder;

 (u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee
charter providing for such responsibilities, membership (including
Trustees, officers or other agents of the Trust therein) and any other
characteristics of said committees as the Trustees may deem proper.
Notwithstanding the provisions of this Article IV, and in addition to
such provisions or any other provision of this Trust Instrument or of
the Bylaws, the Trustees may by resolution appoint a committee
consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and
the Trust, as if the acts of such committee were the acts of all the
Trustees then in office, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any action, suit or
proceeding which shall be pending or threatened to be brought before
any court, administrative agency or other adjudicatory body;

 (v) To interpret the investment policies, practices or limitations of
any Series;

 (w) Notwithstanding any other provision hereof, to invest all or a
portion of the assets of any series in one or more open-end investment
companies, including investment by means of a transfer of such assets
in an exchange for an interest or interests in such investment company
or companies or by any other method approved by the Trustees;

 (x) To establish a registered office and have a registered agent in
the state of Delaware; and

 (y) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

 The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such
hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity.

 The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.

 No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

 Section 4.02. The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to any
such repurchase, redemption, retirement, cancellation or acquisition
of Shares any funds or property of the Trust, or the particular Series
of the Trust, with respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

 Section 4.03. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person or any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws.

ACTION BY THE TRUSTEES

 Section 4.04. The Trustees shall act by majority vote at a meeting
duly called or by unanimous written consent without a meeting or by
telephone meeting provided a quorum of Trustees participate in any
such telephone meeting, unless the 1940 Act requires that a particular
action be taken only at a meeting at which the Trustees are present in
person. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or by
any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees shall be given by the party calling the
meeting to each Trustee by telephone, telefax, or telegram sent to his
home or business address at least twenty-four hours in advance of the
meeting or by written notice mailed to his home or business address at
least seventy-two hours in advance of the meeting. Notice need not be
given to any Trustee who attends the meeting without objecting to the
lack of notice or who executes a written waiver of notice with respect
to the meeting. Any meeting conducted by telephone shall be deemed to
take place at the principal office of the Trust, as determined by the
Bylaws or by the Trustees. Subject to the requirements of the 1940
Act, the Trustees by majority vote may delegate to any one or more of
their number their authority to approve particular matters or take
particular actions on behalf of the Trust. Written consents or waivers
of the Trustees may be executed in one or more counterparts. Execution
of a written consent or waiver and delivery thereof to the Trust may
be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

 Section 4.05. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief executive,
financial and/or accounting officer of the Trust.

PRINCIPAL TRANSACTIONS

 Section 4.06. Except to the extent prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or
officer of the Trust or any firm of which any such Trustee or officer
is a member acting as principal, or have any such dealings with any
investment adviser, distributor or transfer agent for the Trust or
with any Interested Person of such person; and the Trust may employ
any such person, or firm or company in which such person is an
Interested Person, as broker, legal counsel, registrar, investment
adviser, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.

ARTICLE V

EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

 Section 5.01. Subject to the provisions of Article II, Section 2.08
hereof, the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust, interest
expense, taxes, fees and commissions of every kind, expenses of
pricing Trust portfolio securities, expenses of issue, repurchase and
redemption of shares, including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and State laws and
regulations or under the laws of any foreign jurisdiction, charges of
third parties, including investment advisers, managers, custodians,
transfer agents, portfolio accounting and/or pricing agents, and
registrars, expenses of preparing and setting up in type prospectuses
and statements of additional information and other related Trust
documents, expenses of printing and distributing prospectuses sent to
existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expenses, association membership
dues and for such non-recurring items as may arise, including
litigation to which the Trust (or a Trustee acting as such) is a
party, and for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have a lien
on the assets belonging to the appropriate Series, or in the case of
an expense allocable to more than one Series, on the assets of each
such Series, prior to any rights or interests of the Shareholders
thereto. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.

ARTICLE VI

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

INVESTMENT ADVISER

 Section 6.01. ((Subject to applicable requirements of the 1940 Act,
as modified by or interpreted by any applicable order of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, ))[T]((t))he Trustees may in
their discretion, from time to time, enter into an investment advisory
or management contract or contracts with respect to the Trust or any
Series whereby the other party or parties to such contract or
contracts shall undertake to furnish the Trustees with such
management, investment advisory, statistical and research facilities
and services and such other facilities and services, if any, and all
upon such terms and conditions, as the Trustees may in their
discretion determine[; provided, however, that the initial approval
and entering into of such contract or contracts shall be subject to a
Majority Shareholder Vote]. Notwithstanding any other provision of
this Trust Instrument, the Trustees may authorize any investment
adviser (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales or
exchanges of portfolio securities, other investment instruments of the
Trust, or other Trust Property on behalf of the Trustees, or may
authorize any officer, agent, or Trustee to effect such purchases,
sales or exchanges pursuant to recommendations of the investment
adviser (and all without further action by the Trustees). Any such
purchases, sales and exchanges shall be deemed to have been authorized
by all of the Trustees.

 The Trustees may authorize, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval, the
investment adviser to employ, from time to time, one or more
sub-advisers to perform such of the acts and services of the
investment adviser, and upon such terms and conditions, as may be
agreed upon between the investment adviser and sub-adviser. Any
reference in this Trust Instrument to the investment adviser shall be
deemed to include such sub-advisers, unless the context otherwise
requires.

PRINCIPAL UNDERWRITER

 Section 6.02. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive underwriting contract or
contracts providing for the sale of Shares, whereby the Trust may
either agree to sell Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either
case, the contract shall be on such terms and conditions, if any, as
may be prescribed in the Bylaws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent
with the provisions of this Article VI, or of the Bylaws; and such
contract may also provide for the repurchase or sale of Shares by such
other party as principal or as agent of the Trust.

TRANSFER AGENT

 Section 6.03. The Trustees may in their discretion from time to time
enter into one or more transfer agency and Shareholder service
contracts whereby the other party or parties shall undertake to
furnish the Trustees with transfer agency and Shareholder services.
The contract or contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Trust Instrument or of the Bylaws.

PARTIES TO CONTRACT

 Section 6.04. Any contract of the character described in Sections
6.01, 6.02 and 6.03 of this Article VI or any contract of the
character described in Article VIII hereof may be entered into with
any corporation, firm, partnership, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer,
director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered void
or voidable by reason of the existence of any relationship, nor shall
any person holding such relationship be disqualified from voting on or
executing the same in his capacity as Shareholder and/or Trustee, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article
VI or Article VIII hereof or of the Bylaws. The same person (including
a firm, corporation, partnership, trust, or association) may be the
other party to contracts entered into pursuant to Sections 6.01, 6.02
and 6.03 of this Article VI or pursuant to Article VIII hereof, and
any individual may be financially interested or otherwise affiliated
with persons who are parties to any or all of the contracts mentioned
in this Section 6.04.

PROVISIONS AND AMENDMENTS

 Section 6.05. Any contract entered into pursuant to Sections 6.01 or
6.02 of this Article VI shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act or other applicable Act of
Congress hereafter enacted with respect to its continuance in effect,
its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract, entered
into pursuant to Section 6.01 of this Article VI shall be effective
unless assented to in a manner consistent with the requirements of
said Section 15, as modified by any applicable rule, regulation or
order of the Commission.

ARTICLE VII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

 Section 7.01. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article III, Sections 3.01 and
3.02 hereof, (ii) for the removal of Trustees as provided in Article
III, Section 3.03(d) hereof, (iii) with respect to any investment
advisory or management contract as provided in Article VI, Sections
6.01 and 6.05 hereof, and (iv) with respect to such additional matters
relating to the Trust as may be required by law, by this Trust
Instrument, or the Bylaws or any registration of the Trust with the
Commission or any State, or as the Trustees may consider desirable.

 On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately by individual Series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the Trustees have determined
that the matter affects the interests of more than one Series, then
the Shareholders of all such Series shall be entitled to vote thereon.
The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such
matter shall be voted on by such class or classes. A shareholder of
each Series shall be entitled to one vote for each dollar of net asset
value (number of shares owned times net asset value per share) of such
Series on any matter on which such shareholder is entitled to vote and
each fractional dollar amount shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election
of Trustees. Shares may be voted in person or by proxy or in any
manner provided for in the Bylaws. A proxy may be given in writing.
The Bylaws may provide that proxies may also, or may instead, be given
by any electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of
the Trust, or in the event of any proxy contest or proxy solicitation
or proposal in opposition to any proposal by the officers or Trustees
of the Trust, Shares may be voted only in person or by written proxy.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law,
this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.

MEETINGS

 Section 7.02. The first Shareholders' meeting shall be held in order
to elect Trustees as specified in Section 3.02 of Article III hereof
at the principal office of the Trust or such other place as the
Trustees may designate. Meetings may be held within or without the
State of Delaware. Special meetings of the Shareholders of any Series
may be called by the Trustees and shall be called by the Trustees upon
the written request of Shareholders owning at least one-tenth of the
Outstanding Shares entitled to vote. Whenever ten or more Shareholders
meeting the qualifications set forth in Section 16(c) of the 1940 Act,
as the same may be amended from time to time, seek the opportunity of
furnishing materials to the other Shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees
shall comply with the provisions of said Section 16(c) with respect to
providing such Shareholders access to the list of the Shareholders of
record of the Trust or the mailing of such materials to such
Shareholders of record, subject to any rights provided to the Trust or
any Trustees provided by said Section 16(c). Shareholders shall be
entitled to at least fifteen (15) days' notice of any meeting.

QUORUM AND REQUIRED VOTE

 Section 7.03. One-third of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Trust Instrument permits or requires that holders of any Series
shall vote as a Series (or that holders of a class shall vote as a
class), then one-third of the aggregate number of Shares of that
Series (or that class) entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that Series (or
that class). Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by
law or by any provision of this Trust Instrument or the Bylaws, a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Trust Instrument permits or requires
that the holders of any Series shall vote as a Series (or that the
holders of any class shall vote as a class), then a majority of the
Shares present in person or by proxy of that Series or, if required by
law, a Majority Shareholder Vote of that Series (or class), voted on
the matter in person or by proxy shall decide that matter insofar as
that Series (or class) is concerned. Shareholders may act by unanimous
written consent. Actions taken by Series (or class) may be consented
to unanimously in writing by Shareholders of that Series.

DERIVATIVE ACTIONS

 Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative
actions in the right of the Trust shall be governed by the General
Corporation Law of the State of Delaware relating to derivative
actions, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.

ARTICLE VIII

CUSTODIAN

APPOINTMENT AND DUTIES

 Section 8.01. The Trustees shall at all times employ a bank, a
company that is a member of a national securities exchange, or a trust
company, each having capital, surplus and undivided profits of at
least two million dollars ($2,000,000) as custodian with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust:

 (1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing, or by such
electro-mechanical or electronic devices as are agreed to by the Trust
and the custodian, if such procedures have been authorized in writing
by the Trust;

 (2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or else where as the
Trustees may direct;

 (3) to disburse such funds upon orders or vouchers;

and the Trust may also employ such custodian as its agent:

 (4) to keep the books and accounts of the Trust or of any Series or
class and furnish clerical and accounting services; and

 (5) to compute, if authorized to do so by the Trustees, the Net Asset
Value of any Series, or class thereof, in accordance with the
provisions hereof;

all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.

 The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, or a trust company organized under the
laws of the United States or one of the states thereof and having
capital, surplus and undivided profits of at least two million dollars
($2,000,000) or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.

CENTRAL CERTIFICATE SYSTEM

 Section 8.02. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, as
amended, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act, pursuant to which system
all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its custodians,
subcustodians or other agents.

ARTICLE IX

DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

 Section 9.01.

 (a) The Trustees may from time to time declare and pay dividends or
other distributions with respect to any Series. The amount of such
dividends or distributions and the payment of them and whether they
are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.

 (b) Dividends and other distributions may be paid or made to the
Shareholders of record at the time of declaring a dividend or other
distribution or among the Shareholders of record at such other date or
time or dates or times as the Trustees shall determine, which
dividends or distributions, at the election of the Trustees, may be
paid pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine. The
Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans or related plans as the
Trustees shall deem appropriate.

 (c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute a
dividend of stock or other property pro rata among the Shareholders of
a particular Series, or class thereof, as of the record date of that
Series fixed as provided in Section (b) hereof.

REDEMPTIONS

 Section 9.02. In case any holder of record of Shares of a particular
Series desires to dispose of his Shares or any portion thereof, he may
deposit at the office of the transfer agent or other authorized agent
of that Series a written request or such other form of request as the
Trustees may from time to time authorize, requesting that the Series
purchase the Shares in accordance with this Section 9.02; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 9.03 of this Article IX). The Series
shall make payment for any such Shares to be redeemed, as aforesaid,
in cash or property from the assets of that Series and payment for
such Shares less any applicable deferred sales charge and/or fees
shall be made by the Series or the principal underwriter of the Series
to the Shareholder of record within seven (7) days after the date upon
which the request is effective. Upon redemption, shares shall become
Treasury shares and may be re-issued from time to time.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

 Section 9.03. The term "Net Asset Value" of any Series shall mean
that amount by which the assets of that Series exceed its liabilities,
all as determined by or under the direction of the Trustees. Such
value shall be determined separately for each Series and shall be
determined on such days and at such times as the Trustees may
determine. Such determination shall be made with respect to securities
for which market quotations are readily available, at the market value
of such securities; and with respect to other securities and assets,
at the fair value as determined in good faith by the Trustees;
provided, however, that the Trustees, without Shareholder approval,
may alter the method of valuing portfolio securities insofar as
permitted under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the Commission or
insofar as permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties under
this Section 9.03 with respect to valuation of assets and liabilities.
The resulting amount, which shall represent the total Net Asset Value
of the particular Series, shall be divided by the total number of
shares of that Series outstanding at the time and the quotient so
obtained shall be the Net Asset Value per Share of that Series. At any
time, the Trustees may cause the Net Asset Value per Share last
determined to be determined again in similar manner and may fix the
time when such redetermined value shall become effective. If, for any
reason, the net income of any Series, determined at any time, is a
negative amount, the Trustees shall have the power with respect to
that Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder,
or (ii) to reduce the number of Outstanding Shares of such Series by
reducing the number of Shares in the account of each Shareholder by a
pro rata portion of that number of full and fractional Shares which
represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of such Series an asset account in
the amount of such negative net income (provided that the same shall
thereupon become the property of such Series with respect to such
Series and shall not be paid to any Shareholder), which account may be
reduced by the amount, of dividends declared thereafter upon the
Outstanding Shares of such Series on the day such negative net income
is experienced, until such asset account is reduced to zero; (iv) to
combine the methods described in clauses (i) and (ii) and (iii) of
this sentence; or (v) to take any other action they deem appropriate,
in order to cause (or in order to assist in causing) the Net Asset
Value per Share of such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and
declaration. The Trustees shall also have the power not to declare a
dividend out of net income for the purpose of causing the Net Asset
Value per Share to be increased. The Trustees shall not be required to
adopt, but may at any time adopt, discontinue or amend the practice of
maintaining the Net Asset Value per Share of the Series at a constant
amount.

SUSPENSION OF THE RIGHT OF REDEMPTION

 Section 9.04. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
next determined after the termination of the suspension. In the event
that any Series is divided into classes, the provisions of this
Section 9.04, to the extent applicable as determined in the discretion
of the Trustees and consistent with applicable law, may be equally
applied to each such class.

REDEMPTION OF SHARES

 Section 9.05. The Trustees may require Shareholders to redeem Shares
for any reason under terms set by the Trustees, including, but not
limited to, (i) the determination of the Trustees that direct or
indirect ownership of Shares of any Series has or may become
concentrated in such Shareholder to an extent that would disqualify
any Series as a regulated investment company under the Internal
Revenue Code of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or (iii) the failure of a Shareholder to
pay when due for the purchase of Shares issued to him. The redemption
shall be effected at the redemption price and in the manner provided
in this Article IX.

 The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership
of Shares as the Trustees deem necessary to comply with the provisions
of the Internal Revenue Code, or to comply with the requirements of
any other taxing authority.

ARTICLE X

LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

 Section 10.01. Neither a Trustee nor an officer of the Trust when
acting in such capacity, shall be personally liable to any person
other than the Trust or a beneficial owner for any act, omission or
obligation of the Trust, any Trustee or any officer of the Trust.
Neither a Trustee nor an officer of the Trust shall be liable for any
act or omission or any conduct whatsoever in his capacity as Trustee
or officer of the Trust, provided that nothing contained herein or in
the Delaware Act shall protect any Trustee or any officer of the Trust
against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of the office of Trustee or Officer hereunder.

INDEMNIFICATION

 Section 10.02.

 (a) Subject to the exceptions and limitations contained in Section
(b) below:

  (i) every Person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

  (ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

 (b) No indemnification shall be provided hereunder to a Covered
Person:

  (i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

  (ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,

   (A) by the court or other body approving the settlement;

   (B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

   (C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);

provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

 (c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit
of the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.

 (d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if it
is ultimately determined that he is not entitled to indemnification
under this Section 10.02; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to
indemnification under this Section 10.02.

SHAREHOLDERS

 Section 10.03. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his
being or having been a Shareholder of such Series and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the affected Series,
shall, upon request by the Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the
Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE XI

MISCELLANEOUS

TRUST NOT A PARTNERSHIP

 Section 11.01. It is the intention of the Trustees to create a
business trust pursuant to the Delaware Act. It is not the intention
of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the Delaware Act.
No Trustee hereunder shall have any power to bind personally either
the Trust's officers or any Shareholder. All persons extending credit
to, contracting with or having any claim against the Trust or the
Trustees shall look only to the assets of the appropriate Series or
(if the Trustees shall have yet to have established Series) of the
Trust for payment under such credit, contract or claim; and neither
the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. Nothing
in this Trust Instrument shall protect a Trustee against any liability
to which the Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

 Section 11.02. The exercise by the Trustees or the officers of the
Trust of their powers and discretions hereunder in good faith and with
reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article
X hereof and to Section 11.01 of this Article XI, the Trustees or the
officers of the Trust shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees and the officers of the Trust
may take advice of counsel or other experts with respect to the
meaning and operation of this Trust Instrument, and subject to the
provisions of Article X hereof and Section 11.01 of this Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees and the
officers of the Trust shall not be required to give any bond as such,
nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

 Section 11.03. The Trustees may close the Share transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of
any meeting of Shareholders, or the date for the payment of any
dividends or other distributions, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
Shares shall go into effect; or in lieu of closing the stock transfer
books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders, or the date for payment of any dividend or other
distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect, as a record date for the determination of the Shareholders
entitled to notice of, and to vote at, any such meeting, or entitled
to receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of Shares, and in such case
such Shareholders and only such Shareholders as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend
or other distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any transfer
of any Shares on the books of the Trust after any such record date
fixed as aforesaid.

[TERMINATION]((DURATION OF THE TRUST))

 [Section 11.04.

 (a) ]((Section 11.04)). This Trust shall continue without limitation
of time but subject to the provisions [of sub-section (b) ]of this
[Section 11.04]((Article XI)).

 [(b) The Trustees may, subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a Majority
Shareholder Vote of the Trust, and subject to a vote of a majority of
the Trustees,]

  [(i) sell and convey all or substantially all of the assets of the
Trust or any affected Series to another trust, partnership,
association or corporation, or to a separate series of shares thereof,
organized under the laws of any state which trust, partnership,
association or corporation is an open-end management investment
company as defined in the 1940 Act, or is a series thereof, for
adequate consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of the Trust or any affected Series, and which may include
shares of beneficial interest, stock or other ownership interests of
such trust, partnership, association or corporation or of a series
thereof; or]

  [(ii) at any time sell and convert into money all of the assets of
the Trust or any affected Series.]

 [Upon making reasonable provision, in the determination of the
Trustees, for the payment of all such liabilities in either (i) or
(ii), by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds or assets (as the case may be) of each Series
(or class) ratably among the holders of Shares of that Series then
outstanding.]

((TERMINATION OF THE TRUST, A SERIES OR A CLASS))

 ((Section 11.05)).

 (((a) Subject to applicable Federal and state law, the Trust or any
Series or class thereof may be terminated (i) by Majority Shareholder
Vote of the Trust, each Series affected, or each class affected, as
the case may be; or (ii) without the vote or consent of Shareholders
by a majority of the Trustees either at a meeting or by written
consent. The Trustees shall provide written notice to the affected
Shareholders of a termination effected under clause (ii) above. Upon
the termination of the Trust or the Series or class, (i) the Trust or
the Series or class shall carry on no business except for the purpose
of winding up its affairs; (ii) the Trustees shall proceed to wind up
the affairs of the Trust or the Series or class, and all of the powers
of the Trustees under this Trust Instrument shall continue until the
affairs of the Trust shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust or the Series or class
thereof; collect its assets; sell, convey, assign, exchange, transfer,
or otherwise dispose of all or any part of the remaining Trust
property or Trust property allocated or belonging to such Series or
class to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash,
securities, or other property of any kind; discharge or pay its
liabilities; and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment, exchange,
transfer, or other disposition of all or substantially all the Trust
property or Trust property allocated or belonging to such Series or
class (other than as provided in (iii) below) shall require
Shareholder approval in accordance with Section 11.06 below; and (iii)
after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
class according to their respective rights; and))

 [(c)](( (b) ))Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-section
[(b)](((a))), the Trust or any affected Series(( or class thereof))
shall terminate and the Trustees and the Trust shall be discharged of
any and all further liabilities and duties hereunder and the right,
title and interest of all parties with respect to the Trust((,)) [or
]Series(( or class)) shall be cancelled and discharged.(( Upon
termination of the Trust, following completion of winding up of its
business, the Trustees shall cause a certificate of cancellation of
the Trust's certificate of trust to be filed in accordance with the
Delaware Act, which certificate of cancellation may be signed by any
one Trustee.))

 [Upon termination of the Trust, following completion of winding up of
its business, the Trustees shall cause a certificate of cancellation
of the Trust's certificate of trust to be filed in accordance with the
Delaware Act, which certificate of cancellation may be signed by any
one Trustee.]

MERGER[S]; CONSOLIDATION; AND SALE OF ASSETS

 [Section 11.05. (a) Notwithstanding anything else herein, the
Trustees, in order to change the form of organization of the Trust,
may, without prior Shareholder approval, (i) cause the Trust to merge
or consolidate with or into one or more trusts, partnerships (general
or limited), associations, limited liability companies or corporations
so long as the surviving or resulting entity is an open-end management
investment company under the 1940 Act, or is a Series thereof, that
will succeed to or assume the Trust's registration under that Act and
which is formed, organized or existing under the laws of a state,
commonwealth, possession or colony of the United States or (ii) cause
the Trust to incorporate under the laws of Delaware.]

 [(b) The Trustees may, subject to a Majority Shareholder Vote of the
Trust, and subject to a vote of a majority of the Trustees, cause the
Trust to merge or consolidate with or into one or more trusts,
partnerships (general or limited), associations, limited liability
companies or corporations.]

 [(c) Any agreement of merger or consolidation or certificate of
merger or consolidation may be signed by a majority of Trustees and
facsimile signatures conveyed by electronic or telecommunication means
shall be valid.]

 [(d)] ((Section 11.06. Subject to applicable Federal and state law
and except as otherwise provided in Section 11.07 below, the Trust or
any Series or class thereof may merge or consolidate with any other
corporation, association, trust, or other organization or may sell,
lease, or exchange all or a portion of the Trust property or Trust
property allocated or belonging to such Series or class, including its
good will, upon such terms and conditions and for such consideration
when and as authorized at any meeting of Shareholders called for such
purpose by a Majority Shareholder Vote of the Trust or affected Series
or class, as the case may be. Such transactions may be effected
through share-for-share exchanges, transfers or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any
other method approved by the Trustees. Any agreement of merger or
consolidation or certificate of merger may be signed by a majority of
Trustees and facsimile signatures conveyed by electronic or
telecommunication means shall be valid. ))Pursuant to and in
accordance with the provisions of Section 3815(f) of the Delaware Act,
and notwithstanding anything to the contrary contained in this Trust
Instrument, an agreement of merger or consolidation approved by the
Trustees in accordance with [paragraphs (a) or (b) of ]this Section
11.0[5]((6)) may effect any amendment to the Trust Instrument or
effect the adoption of a new Trust Instrument of the Trust if it is
the surviving or resulting trust in the merger or consolidation.

INCORPORATION; REORGANIZATION

 Section 11.07. Subject to applicable Federal and state law, the
Trustees may without the vote or consent of Shareholders cause to be
organized or assist in organizing a corporation or corporations under
the laws of any jurisdiction or any other trust, partnership, limited
liability company, association, or other organization to take over all
or a portion of the Trust property or all or a portion of the Trust
property allocated or belonging to such Series or class or to carry on
any business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series or class to any
such corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such
corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto or any Series or class thereof and any such
corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to
organize or assist in organizing one or more corporations, trusts,
partnerships, limited liability companies, associations, or other
organizations and selling, conveying, or transferring the Trust
property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written
notice to the affected Shareholders of any transaction whereby,
pursuant to this Section 11.07, the Trust or any Series or class
thereof sells, conveys, or transfers all or a portion of its assets to
another entity or merges or consolidates with another entity. Such
transactions may be effected through share-for-share exchanges,
transfers or sale of assets, shareholder in-kind redemptions and
purchases, exchange offers, or any other method approved by the
Trustees. Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Trust Instrument, an agreement of merger or
consolidation approved by the Trustees in accordance with this Section
11.07 may effect any amendment to the Trust Instrument or effect the
adoption of a new Trust Instrument of the Trust if it is the surviving
or resulting trust in the merger or consolidation.

FILING OF COPIES, REFERENCES, HEADINGS

 ((Section 11.))[06]((08)). The original or a copy of this Trust
Instrument and of each amendment hereof or Trust Instrument
supplemental hereto shall be kept at the office of the Trust where it
may be inspected by any Shareholder. A supplemental trust instrument
executed by any one Trustee may be relied upon as a Supplement hereof.
Anyone dealing with the Trust may rely on a certificate by an officer
or Trustee of the Trust as to whether or not any such amendments or
supplements have been made and as to any matters in connection with
the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer or Trustee of the
Trust to be a copy of this Trust Instrument or of any such amendment
or supplemental Trust Instrument. In this Trust Instrument or in any
such amendment or supplemental Trust Instrument, references to this
Trust Instrument, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this Trust Instrument as
amended or affected by any such supplemental Trust Instrument. All
expressions like "his", "he" and "him", shall be deemed to include the
feminine and neuter, as well as masculine, genders. Headings are
placed herein for convenience of reference only and in case of any
conflict, the text of this Trust Instrument, rather than the headings,
shall control. This Trust Instrument may be executed in any number of
counterparts each of which shall be deemed an original.

APPLICABLE LAW

 ((Section 11.))[07]((09)). The trust set forth in this instrument is
made in the State of Delaware, and the Trust and this Trust
Instrument, and the rights and obligations of the Trustees and
Shareholders hereunder, are to be governed by and construed and
administered according to the Delaware Act and the laws of said State;
provided, however, that there shall not be applicable to the Trust,
the Trustees or this Trust Instrument (a) the provisions of Section
3540 of Title 12 of the Delaware Code or (b) any provisions of the
laws (statutory or common) of the State of Delaware (other than the
Delaware Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of trustee
accounts or schedules of trustee fees and charges, (ii) affirmative
requirements to post bonds for trustees, officers, agents or employees
of a trust, (iii) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or
disposition of real or personal property, (iv) fees or other sums
payable to trustees, officers, agents or employees of a trust, (v) the
allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or
concentration of trust investments or requirements relating to the
titling, storage or other manner of holding of trust assets, or (vii)
the establishment of fiduciary or other standards or responsibilities
or limitations on the acts or powers of trustees, which are
inconsistent with the limitations or liabilities or authorities and
powers of the Trustees set forth or referenced in this Trust
Instrument. The Trust shall be of the type commonly called a "business
trust", and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust
under Delaware law. The Trust specifically reserves the right to
exercise any of the powers or privileges afforded to trusts or actions
that may be engaged in by trusts under the Delaware Act, and the
absence of a specific reference herein to any such power, privilege or
action shall not imply that the Trust may not exercise such power or
privilege or take such actions.

AMENDMENTS

 ((Section 11.))[08]((10)). Except as specifically provided herein,
the Trustees may, without shareholder vote, amend or otherwise
supplement this Trust Instrument by making an amendment, a Trust
Instrument supplemental hereto or an amended and restated Trust
Instrument. Shareholders shall have the right to vote (i) on any
amendment which would affect their right to vote granted in Section
7.01 of Article VII hereof, (ii) on any amendment to this Section
11.[08]((10)), (iii) on any amendment as may be required by law or by
the Trust's registration statement filed with the Commission and (iv)
on any amendment submitted to them by the Trustees. Any amendment
required or permitted to be submitted to Shareholders which, as the
Trustees determine, shall affect the Shareholders of one or more
Series shall be authorized by vote of the Shareholders of each Series
affected and no vote of shareholders of a Series not affected shall be
required. Notwithstanding anything else herein, any amendment to
Article 10 hereof shall not limit the rights to indemnification or
insurance provided therein with respect to action or omission of
Covered Persons prior to such amendment.

FISCAL YEAR

 ((Section 11.))[09]((11)). The fiscal year of the Trust shall end on
a specified date as set forth in the Bylaws, provided, however, that
the Trustees may, without Shareholder approval, change the fiscal year
of the Trust.

USE OF THE WORD "FIDELITY"

 ((Section 11.))[10]((12)). Fidelity Management & Research Company
("FMR") has consented to, and granted a non-exclusive license for, the
use by any Series or by the Trust of the identifying word "Fidelity"
or "Spartan" in the name of any Series or of the Trust. Such consent
is subject to revocation by FMR in its discretion, if FMR or
subsidiary or affiliate thereof is not employed as the investment
adviser of each Series of the Trust. As between the Trust and FMR, FMR
controls the use of the name of the Trust insofar as such name
contains the identifying word "Fidelity" or "Spartan." FMR may, from
time to time, use the identifying word "Fidelity" or "Spartan" in
other connections and for other purposes, including, without
limitation, in the names of other investment companies, corporations
or businesses which it may manage, advise, sponsor or own or in which
it may have a financial interest. FMR may require the Trust or any
Series thereof to cease using the identifying word "Fidelity" or
"Spartan" in the name of the Trust or any Series thereof if the Trust
or any Series thereof ceases to employ FMR or a subsidiary or
affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW

 ((Section 11.))[11]((13)). The provisions of this Trust Instrument
are severable, and if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Trust Instrument; provided, however, that such determination shall not
affect any of the remaining provisions of this Trust Instrument or
render invalid or improper any action taken or omitted prior to such
determination. If any provision of this Trust Instrument shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Trust Instrument in
any jurisdiction.

 IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the date set forth above.

  [SIGNATURE LINES OMITTED]

EXHIBIT 2

[BRACKETED] LANGUAGE WILL BE DELETED
((UNDERLINED)) LANGUAGE WILL BE ADDED

((FORM OF))
MANAGEMENT CONTRACT
BETWEEN
FIDELITY MONEY MARKET TRUST:
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

    [    AGREEMENT   ]     ((AMEND   MENT))     made this
[29th]((___)) 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 Retirement Government 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 6 of the existing
Management Contract dated December 29, 1994, to a modification 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, take effect on __________.))

 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 ((the following, which shall be paid by the
Portfolio: (i) ))taxes[,]((; (ii))) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser[,]((; (iii))) brokerage fees and commissions[,]((; (iv)
interest expenses with respect to borrowings by the
Portfolio;))[and](((v))) 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 obligation[s
which](( that)) the Portfolio may have to indemnify the Fund's
Trustees and officers with respect thereto[, which expenses shall be
paid by the Portfolio]((; and (vi) annual insurance premiums payable
on or after January 1, 2004 to a mutual insurance company for
insurance coverage relating to certain assets held by the Portfolio)).
It is understood that ((service ))charges billed directly to
shareholders of the Portfolio((,)) including charges for
[sub-accounting]((exchanges, redemptions, or other)) services, shall
not be payable by the Adviser((, but may be received and retained by
the Adviser or its affiliates)).

  (((d) 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 fee]((management
fee, payable monthly as soon as practicable after the last day of each
month,)) at the annual rate of [42/100 of 1%]((.42%)) 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 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. 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(( or other investment
instrument)).

 5. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 5, this Contract shall continue in force until May
[31, 1995]((____)) 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]((subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).

  (c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, 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. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument ((or
other organizational documents ))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 ((or other organizational document ))are separate and
distinct from those of any and all other Portfolios.

 7. 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 ((voting
))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 3

[BRACKETED] LANGUAGE WILL BE DELETED
   ((    UNDERLINED   ))     LANGUAGE WILL BE ADDED

   ((    FORM OF   ))
MANAGEMENT CONTRACT
BETWEEN
FIDELITY MONEY MARKET TRUST:
RETIREMENT MONEY MARKET PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

    [    AGREEMENT   ] ((AMENDMENT))     made this
[29th]   ((    ___   ))     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 Retirement 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 6 of the
existing Management Contract dated December 29, 1994, to a
modification 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, take effect on __________.))

 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 ((the following, which shall be paid by the
Portfolio: (i) ))taxes[,]((; (ii))) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser[,]((; (iii))) brokerage fees and commissions[,]((; (iv)
interest expenses with respect to borrowings by the Portfolio;))
[and](((v))) 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 obligation[s which]((
that)) the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto[, which expenses shall be paid by the
Portfolio]((; and (vi) annual insurance premiums payable on or after
January 1, 2004 to a mutual insurance company for insurance coverage
relating to certain assets held by the Portfolio)). It is understood
that ((service ))charges billed directly to shareholders of the
Portfolio((,)) including charges for [sub-accounting]((exchanges,
redemptions, or other)) services, shall not be payable by the
Adviser((, but may be received and retained by the Adviser or its
affiliates)).

  (((d) 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 fee]((management
fee, payable monthly as soon as practicable after the last day of each
month,)) at the annual rate of [42/100 of 1%]((.42%)) 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 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. 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(( or other investment
instrument)).

 5. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 5, this Contract shall continue in force until May
[31, 1995]((____)) 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]((subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).

  (c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, 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. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument ((or
other organizational documents)) 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 ((or other organizational document)) are separate and
distinct from those of any and all other Portfolios.

 7. 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 ((voting
))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 4

FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)

<TABLE>
<CAPTION>
<S>                            <C>                  <C>                 <C>                          <C>
INVESTMENT OBJECTIVE AND FUND  FISCAL YEAR END (A)  AVERAGE NET ASSETS  RATIO OF NET  ADVISORY FEES
                                                    (MILLIONS)(B)       TO AVERAGE NET ASSETS PAID
                                                                        TO FMR (C)

TAXABLE MONEY MARKET (d)

The North Carolina Capital
Management Trust:

  Cash Portfolio                6/30/99             $ 2,935.5             0.32%

Daily Income Trust              8/31/99              2,734.6              0.31

Retirement Government Money     8/31/99              3,860.7              0.42
Market

Retirement Money Market         8/31/99              9,240.9              0.42

Prime (x)

  Daily Money Class             10/31/99             3,860.4              0.25

  Capital Reserves Class        10/31/99             2,736.2              0.25

Treasury (x)

  Daily Money Class             10/31/99             1,309.2              0.25

  Capital Reserves Class        10/31/99             790.9                0.25

  Advisor B Class               10/31/99             91.3                 0.25

  Advisor C Class               10/31/99             34.2                 0.25

Cash Reserves                   11/30/99             34,821.6             0.18

U.S. Government Reserves        11/30/99             1,502.6              0.17

VIP: Money Market               12/31/99             1,771.0              0.18

Select Money Market             2/29/00              1,046.1              0.18

Domestic Portfolio (x)

 Class I                        3/31/00              3,188.0              0.20

 Class II                       3/31/00              324.3                0.20

 Class III                      3/31/00              831.6                0.20

Government Portfolio (x)

 Class I                        3/31/00              5,216.5              0.20

 Class II                       3/31/00              465.3                0.20

Money Market Portfolio (x)

 Class I                        3/31/00              14,377.8             0.20

 Class II                       3/31/00              152.4                0.20

 Class III                      3/31/00              648.8                0.20

 Class III                      3/31/00              949.7                0.20

Treasury Portfolio (x)

 Class I                        3/31/00              4,322.8              0.20

 Class II                       3/31/00              378.6                0.20

 Class III                      3/31/00              3,029.9              0.20

Treasury Only Portfolio (x)

 Class I                        3/31/00             $ 1,095.1             0.20%

 Class II                       3/31/00              45.9                 0.20

 Class III                      3/31/00              98.4                 0.20

Spartan Money Market            4/30/00              9,517.9              0.45

Spartan U.S. Government Money   4/30/00              831.9                0.45
Market

Spartan U.S. Treasury Money     4/30/00              2,061.8              0.45
Market

</TABLE>

   (a) All fund data are as of the fiscal year end noted in the chart
or as of April 30, 2000, if fiscal year end figures are not yet
available.

   (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 Fidelity Management & Research Company (FMR) pursuant to
voluntary or state expense limitations. For multiple class funds, the
ratio presented gross of reductions for certain classes, for
presentation purposes. Funds so affected are indicated by a (x).

   (d) FMR has entered into a sub-advisory agreement with Fidelity
Investments Money Manangement Inc., with respect to each fund.

   MMT-PXS-0700                         CUSIP#316191709/FUND#631
1.739394.100                            CUSIP#316191600/FUND#630

   Voting is easier than ever!      Vote this proxy card TODAY!
   VOTE BY PHONE by                 Your prompt response will save
   calling toll-free                the expense of additional
   1-888-221-0697                   mailings.
                                    Vote by phone or return the
                                    signed proxy card in the
                                    enclosed envelope.



***  CONTROL NUMBER:               (down triangle)  Please
____________________ ***           detach card at perforation
                                   before mailing.   (down
                                   triangle)

FIDELITY MONEY MARKET TRUST: RETIREMENT GOVERNMENT MONEY MARKET
PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY MONEY MARKET TRUST as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at an office of the trust at 27 State Street,
10th  Floor, Boston, MA 02109, on September 13, 2000 at 10:00 A.M. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

                       NOTE:  Please sign exactly as your name appears
                       on this Proxy. When signing in a fiduciary
                       capacity, such as executor, administrator, and
                       partnership proxies should be signed by an
                       authorized person indicating the person's title.

                       Date  ____________________________

                             ____________________________



                             ___________________________

                             Signature(s) (Title(s), if
                             applicable) PLEASE SIGN,
                             DATE, AND RETURN PROMPTLY IN
                             ENCLOSED ENVELOPE IF YOU ARE
                             NOT VOTING BY PHONE.



                                     fund# 630,631 HH

   Voting is easier than ever!      Vote this proxy card TODAY!
   VOTE BY PHONE by                 Your prompt response will save
   calling toll-free                the expense of additional
   1-888-221-0697                   mailings.
                                    Vote by phone or return the
                                    signed proxy card in the
                                    enclosed envelope.



***  CONTROL NUMBER:               (down triangle)  Please
____________________ ***           detach card at perforation
                                   before mailing.   (down
                                   triangle)

FIDELITY MONEY MARKET TRUST: RETIREMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY MONEY MARKET TRUST as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at an office of the trust at 27 State Street,
10th  Floor, Boston, MA 02109, on September 13, 2000 at 10:00 A.M. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

                       NOTE:  Please sign exactly as your name appears
                       on this Proxy. When signing in a fiduciary
                       capacity, such as executor, administrator, and
                       partnership proxies should be signed by an
                       authorized person indicating the person's title.

                       Date  ____________________________

                             ____________________________



                             ___________________________

                             Signature(s) (Title(s), if
                             applicable) PLEASE SIGN,
                             DATE, AND RETURN PROMPTLY IN
                             ENCLOSED ENVELOPE IF YOU ARE
                             NOT VOTING BY PHONE.



                                     fund# 630,631 HH


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:


           (down triangle)  Please detach card at perforation before
                            mailing.   (down triangle)

                      PLEASE VOTE BY FILLING IN THE BOXES BELOW.

<TABLE>
<CAPTION>
<S>                                          <C>                         <C>                    <C>     <C>

1.   To elect the twelve                     FOR all nominees            WITHHOLD authority
nominees specified                           listed (except as           to vote for all
below as Trustees:                           marked to the               nominees
 (01)J. Michael Cook,                        contrary at                 ___                             1.
(02)Ralph F. Cox,                            left
(03)Phyllis Burke Davis,                     ____
(04)Robert M. Gates,
(05)Edward C. Johnson
3d, (06)Donald J. Kirk,
(07)Marie L. Knowles,
(08)Ned C. Lautenbach,
(09)Peter S. Lynch,
(10)William O.
McCoy, (11)Marvin
L. Mann, (12)Robert
C. Pozen

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON THE
LINE BELOW.)


                                             FOR                     AGAINST                     ABSTAIN

2. To ratify the selection of                __                      __                          __     2.
PricewaterhouseCoopers LLP as
independent accountants of the
funds.

3. To authorize the Trustees to              __                      __                          __     3.
adopt an amended and restated
Trust Instrument.

4.   To approve an amended                   __                      __                          __     4.
management contract for the
fund.

5.   To amend the fund's                     __                      __                          __     5.
fundamental investment
limitation concerning
diversification

6.   To amend the fund's                     __                      __                          __     6.
fundamental investment
limitation concerning
underwriting.

7.   To amend the fund's                     __                      __                          __     7.
fundamental investment
limitation concerning
concentration.

   RMM-PXC-0700                      cusip# 316191600/ fund# 630
RGM-PXC-0700                         cusip# 316191709/ fund# 631

IMPORTANT PROXY MATERIALS

PLEASE CAST YOUR VOTE NOW!

RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
RETIREMENT MONEY MARKET PORTFOLIO

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders of
the Fidelity funds mentioned above will be held on September 13, 2000.
The purpose of the meeting is to vote on several important proposals
that affect the funds and your investment in them.  As a shareholder,
you have the opportunity to voice your opinion on the matters that
affect your fund(s).  This package contains information about the
proposals, as well as the materials for voting by mail and
instructions for voting by touch-tone telephone.

Please read the enclosed materials and cast your vote either on the
proxy card(s) or by touch-tone telephone.  PLEASE VOTE PROMPTLY.  YOUR
VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.

All of the proposals have been carefully reviewed by the Board of
Trustees.  The Trustees, most of whom are not affiliated with
Fidelity, are responsible for protecting your interests as a
shareholder.  The Trustees believe these proposals are in the best
interest of shareholders.  They recommend that you vote FOR each
proposal.

The following Q&A is provided to assist you in understanding the
proposals.  Each of the proposals is described in greater detail in
the enclosed proxy statement.

VOTING IS QUICK AND EASY.  EVERYTHING YOU NEED IS ENCLOSED.  To cast
your vote, simply complete the proxy card(s) enclosed in this package.
Be sure to sign the card(s) before mailing it in the postage-paid
envelope.  You may also vote your shares by touch-tone telephone by
calling the toll-free number printed on your proxy card(s) and
following the recorded instructions.

If you have any questions before you vote, please call Fidelity at
1-800-544-3198.  We'll be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d
Chairman and Chief Executive Officer

Important information to help you understand and vote on the proposals

Please read the full text of the enclosed proxy statement.  Below is a
brief overview of the proposals to be voted upon.  Your vote is
important.  We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.

WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

You are being asked to vote on the following proposals:

1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as
   independent accountants of the funds.
3. To authorize the Trustees to adopt an amended and restated Trust
   Instrument.
4. To approve an amended management contract for each fund.
5. To amend each fund's fundamental investment limitation concerning
   diversification.
6. To amend each fund's fundamental investment limitation concerning
   underwriting.
7. To amend each fund's fundamental investment limitation concerning
   concentration.

WHAT ROLE DOES THE BOARD PLAY? (PROPOSAL 1)

The Trustees oversee the investment policies of each fund.  Members of
the Board are experienced executives who have an obligation to serve
the best interests of shareholders, including approving policy changes
such as those proposed in the proxy statement.  In addition, the
Trustees review fund performance, oversee fund activities and fees,
and review the fund's contracts with Fidelity and other service
providers.  Nine of the twelve Trustees are not affiliated with
Fidelity.

WHY ARE WE VOTING ON THE INDEPENDENT ACCOUNTANTS AND WHAT IS THEIR
ROLE? (PROPOSAL 2)

As part of the normal agenda of shareholder meetings, shareholders are
asked to vote on the independent accountants any time the Trustees are
elected.  The independent accountants examine annual financial
statements for the funds and provide other audit and tax-related
services.  They also sign or certify any financial statements of the
funds that are required by law to be independently certified and filed
with the Securities and Exchange Commission (SEC).

WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND RESTATED TRUST
INSTRUMENT? (PROPOSAL 3)

The new Trust Instrument gives the Trustees more flexibility, and,
subject to the applicable requirements of the Investment Company Act
of 1940 (1940 Act) and Delaware law, broader authority to act.  This
increased flexibility will allow the Trustees to react more quickly to
changes in competitive and regulatory conditions, and, as a
consequence, will allow the funds to operate in a more efficient and
economical manner.  Adoption of the new Trust Instrument will not
alter the Trustees' existing fiduciary obligations to act in the best
interest of the funds' shareholders and will not result in any changes
in the funds' Trustees or officers or in the investment policies
described in the funds' current prospectuses. Please review the proxy
statement for specific details.

WHY ARE FIDELITY RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO AND
FIDELITY RETIREMENT MONEY MARKET PORTFOLIO PROPOSING AMENDED
MANAGEMENT CONTRACTS? (PROPOSAL 4)

The amended management contracts modify the list of expenses borne
directly by each fund under its present management contract to include
annual premiums, if any, for insurance coverage provided by a mutual
insurance company.  Each fund's amended management contract also
allows FMR and the trust, on behalf of each fund, to modify each
fund's management contract subject to the requirements of the 1940
Act.  Please refer to the proxy statement for specific details of the
fund's amended management contract proposal.

WHY WAS THE MUTUAL INSURANCE COMPANY FORMED, AND WHAT TYPE OF LOSSES
WILL IT COVER FOR THE FUND? (PROPOSAL 4)

The funds attempt to maintain a stable net asset value of $1.00 per
share.  The possibility exists, however, that certain events such as
the default of a security in a fund's portfolio could cause a fund to
sustain a loss that results in the net asset value of a fund falling
below $1.00 per share.  A fund may obtain insurance to minimize, but
not eliminate, the risk of such a loss.  Because insurance provided
directly by a third-party insurer can be expensive, FMR has
established its own captive mutual insurance company to offer
insurance to Fidelity money market funds effective January 1, 1999.

The mutual insurance company currently provides participating Fidelity
money market funds with limited coverage (initially up to $100 million
annually) against credit defaults and similar losses on securities in
their investment portfolios.  Certain other losses, such as those due
to interest rate fluctuations, are not covered, and despite insurance
coverage, the fund's net asset value could fall below $1.00 per share.
Please refer to the proxy statement for specific details of the fund's
insurance coverage.

HAS THE FUND ALREADY BEGUN PAYING THE ANNUAL PREMIUM FOR THE INSURANCE
COVERAGE? (PROPOSAL 4)

FMR currently bears the cost of the annual premiums for each fund.  If
shareholders approve the amended management contract, FMR will
continue to bear such costs until December 31, 2003 for each fund.
Any Fidelity money market fund that participates in the insurance
coverage will be required to pay the annual premiums beginning in
2004.

WHY ARE THE FUNDS PROPOSING TO AMEND THEIR FUNDAMENTAL INVESTMENT
LIMITATIONS CONCERNING DIVERSIFICATION, UNDERWRITING AND
CONCENTRATION? (PROPOSALS 5, 6, 7)

These standard proposals would permit each fund to invest more
significantly in the securities of other investment companies (the
legal term for mutual funds and similar entities), if appropriate.
Currently, under an exemptive order from the SEC, each fund may invest
in money market or short-term bond funds managed by Fidelity, subject
to restrictions.  The Trustees would permit the more significant
investment in other investment companies if they determined it was in
the best interests of each fund and its shareholders.

HAS THE FUND'S BOARD OF TRUSTEES APPROVED EACH PROPOSAL?

Yes.  The Board of Trustees has unanimously approved all of the
proposals and recommends that you vote to approve them.

HOW MANY VOTES AM I ENTITLED TO CAST?

As a shareholder, you are entitled to one vote for each dollar of net
asset value you own of a fund on the record date.  The record date is
July 17, 2000.

HOW DO I VOTE MY SHARES?

You can vote your shares by completing and signing the enclosed proxy
card(s) and mailing it in the enclosed postage-paid envelope.

You may also vote by touch-tone telephone by calling the toll-free
number printed on your proxy card(s) and following the recorded
instructions.

If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Fidelity at
1-800-544-3198.

HOW DO I SIGN THE PROXY CARD?

INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
                     appear on the account registration shown on the
                     card.

JOINT ACCOUNTS:      Either owner may sign, but the name of the person
                     signing should conform exactly to a name shown in
                     the registration.

ALL OTHER ACCOUNTS:  The person signing must indicate his or her
                     capacity.  For example, a trustee for a trust or
                     other entity should sign, "Ann B. Collins,
                     Trustee."


                                                       MMT-pxl-0700
                                                       1.739499.100

FORM OF
SCRIPT FOR REGISTERED SHAREHOLDER TELEPHONE VOTING
FIDELITY INVESTMENTS

           SHAREHOLDER HEARS THIS SCRIPT


Speech 1   Welcome.  Please enter the
           control number located on
           the upper portion of your
           proxy card.


Speech 2   To vote as the [FUND NAME]
           Board of Trustees recommends
           on all proposals, press 1
           now.  To vote on each
           proposal separately, press 0
           now.


Closing A  You voted as the Board of
           Trustees recommended for
           every proposal affecting
           your fund.  If correct,
           press 1.  If incorrect,
           press 0.


Speech 3   To vote on each proposal
           separately, press 0 now.

           Proposal 1:

Speech 4             To vote FOR all
                     nominees, press 1.
                     To WITHHOLD for all
                     nominees, press 9.
                     To WITHHOLD for an
                     individual nominee, press 0.


Speech 5   Enter the two digit number
           that appears next to the
           nominee you DO NOT wish to
           vote for.


Speech 5A  Press 1 to withhold for
           another nominee or Press 0
           if you have completed voting
           for Trustees.


Speech 6   Proposal 2:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 7   Proposal 3:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 8   Proposal 4:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 9   Proposal 5:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 10  Proposal 6:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 11  Proposal 7:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0

           You voted as follows;
Closing B            Proposal 1:   For
                                   ALL, or WITHHOLD
                                   All or FOR All
                                   Except...
                     Proposal 2:   For,
                                   Against, Abstain
                     Proposal 3-7: For,
                                   Against, Abstain
           If this is correct, Press 1
           now:  If incorrect, Press 0


Speech 12  Your vote has been canceled.


Speech 13  If you have received more
           than one proxy card, you
           must vote each card
           separately.  If you would
           like to vote another proxy,
           press 1 now.  To end this
           call, press 0.


Speech 14  Thank you for voting.


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