SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-77909)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 48 [X]
and
REGISTRATION STATEMENT (No. 811-3480)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 48 [X]
Fidelity Oxford Street Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
(X) on April 24, 2000 pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY(REGISTERED TRADEMARK)
FOUR-IN-ONE INDEX
FUND
(fund number 355, trading symbol FFNOX )
PROSPECTUS
APRIL 24, 2000
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
3 FEE TABLE
FUND BASICS 4 INVESTMENT DETAILS
6 VALUING SHARES
SHAREHOLDER INFORMATION 6 BUYING AND SELLING SHARES
14 EXCHANGING SHARES
14 ACCOUNT FEATURES AND POLICIES
17 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
17 TAX CONSEQUENCES
FUND SERVICES 17 FUND MANAGEMENT
18 FUND DISTRIBUTION
APPENDIX 18 FINANCIAL HIGHLIGHTS
20 ADDITIONAL INFORMATION ABOUT
THE INDEXES
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
FOUR-IN-ONE INDEX FUND seeks high total return.
PRINCIPAL INVESTMENT STRATEGIES
Strategic Advisers, Inc. (Strategic Advisers)'s principal investment
strategies include:
(small solid bullet) Investing in a combination of four Fidelity stock
and bond index funds (underlying Fidelity funds) using an asset
allocation strategy designed for investors seeking a broadly
diversified, index-based investment.
(small solid bullet) Allocating assets among underlying Fidelity index
funds according to a target asset allocation of approximately:
Spartan(registered trademark) 500 Index Fund 55%
Spartan Extended Market Index Fund 15%
Row: 1, Col: 1, Value: 15.0
Row: 1, Col: 2, Value: 55.0
Row: 1, Col: 3, Value: 15.0
Row: 1, Col: 4, Value: 15.0
Row: 1, Col: 5, Value: 0.0
Spartan International Index Fund 15%
Fidelity U.S. Bond Index Fund 15%
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Foreign market s can be
more volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole.
(small solid bullet) SMALL CAP INVESTING. The value of securities of
smaller, less well-known issuers can perform differently from
the market as a whole and other types of stocks and can be more
volatile than that of larger issuers.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
PERFORMANCE
Performance history will be available for the fund after the fund has
been in operation for one calendar year.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of Four-in-One Index. The annual
fund operating expenses provided below for Four-in-One Index do not
reflect the effect of any expense reimbursements or reduction of
certain expenses during the period.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Sales charge (load) on None
purchases and reinvested
distributions
Deferred sales charge (load) None
on redemptions
Redemption fee on shares held 0.50%
less than 90 days (as a % of
amount redeemed)
Annual index account fee (for $10.00
accounts under $10,000)
ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)
Management fee 0.10%
Distribution and Service None
(12b-1) fee
Other expenses 0.00%
Total annual fund operating 0.10%
expensesA
A EFFECTIVE JUNE 30, 1999, STRATEGIC ADVISERS HAS VOLUNTARILY AGREED
TO REIMBURSE FOUR-IN-ONE INDEX TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES) EXCEED 0.08% OF ITS AVERAGE NET ASSETS. THIS
ARRANGEMENT CAN BE DISCONTINUED BY STRATEGIC ADVISERS AT ANY
TIME.
Through arrangements with Four-in-One Index's custodian, credits
realized as a result of uninvested cash balances are used to reduce
fund expenses.
Four-in-One Index may incur exchange fees, if applicable, when it
invests in underlying Fidelity funds.
In addition to the total operating expenses shown above, Four-in-One
Index, as a shareholder in an underlying Fidelity fund, will
indirectly bear its pro rata share of the fees and expenses incurred
by the underlying Fidelity fund, and Four-in-One Index's investment
return will be net of underlying Fidelity fund expenses.
The combined total expense ratio of Four-in-One Index (calculated as a
per centage of average net assets) is 0.32 % after expense
reimbursements and expense reductions for Four-in-One Index and
the underlying Fidelity funds , and 0.57% before expense
reimbursements and expense reductions for Four-in-One Index and
the underlying Fidelity funds . The combined total expense
ratio is based on Four-in-One Index's total operating expense
ratio plus a weighted average of the total operating expense ratios of
the underlying Fidelity funds in which it was invested (for each
underlying Fidelity fund's most recently reported fiscal year) as of
February 29, 2000. The combined total expense ratio for Four-in-One
Index may be higher or lower depending on the allocation of the fund's
assets among the underlying Fidelity funds and the actual expenses of
the underlying Fidelity funds.
This EXAMPLE helps you compare the cost of investing in Four-in-One
Index with the cost of investing in other mutual funds.
Let's say, hypothetically, that Four-in-One Index's annual return is
5%, that your shareholder fees are exactly as described in the fee
table, and that Four-in-One Index's combined total expense ratio
includes Four-in-One Index's annual operating expenses exactly as
described in the fee table and the weighted average of the total
operating expenses of each of the underlying Fidelity funds, before
exp ense reimbursements and expense reducti ons. This example
illustrates the effect of fees and expenses, but is not meant to
suggest actual or expected fees and expenses or returns, all of which
may vary. For every $10,000 you invested, here's how much you would
pay in total expenses if you close your account at the end of each
time period indicated:
1 year $ 58
3 years $ 183
5 years $ 318
10 years $ 714
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
FOUR-IN-ONE INDEX FUND seeks high total return.
PRINCIPAL INVESTMENT STRATEGIES
Strategic Advisers invests Four-in-One Index's assets in a combination
of four Fidelity funds: three Fidelity stock index funds (domestic and
international) and one Fidelity investment-grade bond index fund.
The table below lists the underlying Fidelity funds in which
Four-in-One Index currently may invest and the fund's approximate
target asset allocation.
Funds Asset Allocation
Spartan 500 Index Fund 55%
Spartan Extended Market Index 15%
Fund
Spartan International Index 15%
Fund
Fidelity U.S. Bond Index Fund 15%
Strategic Advisers intends to manage Four-in-One Index to remain close
to its target asset allocation, and does not intend to trade actively
among underlying Fidelity funds or intend to attempt to capture
short-term market opportunities. However, Strategic Advisers may
modify the target asset allocation strategy for Four-in-One Index and
modify the selection of underlying Fidelity funds from time to time.
DESCRIPTION OF UNDERLYING FIDELITY FUNDS
SPARTAN 500 INDEX FUND seeks investment results that correspond
to the total return (i.e., the combination of capital changes and
income) of common stocks publicly traded in the United States, as
represented by the Standard & Poor's 500 Index SM (S&P 500(registered
trademark)), while keeping transaction costs and other expenses low.
Bankers Trust Company (BT) normally invests at least 80% of the fund's
assets in common stocks included in the S&P 500. The S&P 500 is a
widely recognized, unmanaged index of common stock prices.
The fund may not always hold all of the same securities as the S&P
500. BT may use statistical sampling techniques to attempt to
replicate the returns of the S&P 500. Statistical sampling techniques
attempt to match the investment characteristics of the index and the
fund by taking into account such factors as capitalization, industry
exposures, dividend yield, price/earnings ratio, price/book ratio, and
earnings growth.
The fund may not track the index perfectly because differences
between the index and the fund's portfolio can cause differences in
performance. In addition, expenses and transaction costs, the size and
frequency of cash flow into and out of the fund, and differences
between how and when the fund and the index are valued can cause
differences in performance.
BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
BT may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If BT's
strategies do not work as intended, the fund may not achieve its
objective.
SPARTAN EXTENDED MARKET INDEX FUND seeks to provide investment results
that correspond to the total return of stocks of mid- to
small-capitalization United States companies.
BT normally invests at least 80% of the fund's assets in common stocks
included in the Wilshire 4500 Completion Index (Wilshire 4500).
The Wilshire 4500 is a capitalization-weighted index of approximately
6,500 common stocks of companies headquartered in the United States.
The Wilshire 4500 broadly represents the performance of stocks of mid-
to small-capitalization U.S. companies.
The fund may not always hold all of the same securities as the
Wilshire 4500. BT may use statistical sampling techniques to
attempt to replicate the returns of the Wilshire 4500 using a smaller
number of securities. Statistical sampling techniques attempt to match
the investment characteristics of the index and the fund by taking
into account such factors as capitalization, industry exposures,
dividend yield, price/earnings ratio, price/book ratio, and earnings
growth.
The fund may not track the index perfectly because differences
between the index and the fund's portfolio can cause differences in
performance. In addition, expenses and transaction costs, the size and
frequency of cash flows into and out of the fund, and differences
between how and when the fund and the index are valued can cause
differences in performance.
BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
BT may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If BT's
strategies do not work as intended, the fund may not achieve its
objective.
SPARTAN INTERNATIONAL INDEX FUND seeks to provide investment results
that correspond to the total return of foreign stock markets.
BT normally invests at least 80% of the fund's assets in common stocks
included in the Morgan Stanley Capital International Europe,
Australasia, Far East (MSCI EAFE (registered trademark) ) Index.
The MSCI EAFE Index is a capitalization-weighted index that currently
includes stocks of companies located in 15 European countries
(Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy,
the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, and the
United Kingdom), Australia, New Zealand, Hong Kong, Japan, and
Singapore. The MSCI EAFE Index broadly represents the performance of
foreign stock markets.
The fund may not always hold all of the same securities as the MSCI
EAFE Index. BT may use statistical sampling techniques to attempt
to replicate the returns of the MSCI EAFE Index using a smaller number
of securities. Statistical sampling techniques attempt to match the
investment characteristics of the index and the fund by taking into
account such factors as capitalization, industry exposures, dividend
yield, price/earnings ratio, price/book ratio, earnings growth,
country weightings, and the effect of foreign taxes.
The fund may not track the index perfectly because differences between
the index and the fund's portfolio can cause differences in
performance. In addition, expenses and transaction costs, the size and
frequency of cash flows into and out of the fund, and differences
between how and when the fund and the index are valued may cause
differences in performance.
BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
BT may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If BT's
strategies do not work as intended, the fund may not achieve its
objective.
FIDELITY U.S. BOND INDEX FUND seeks to provide investment
results that correspond to the total return of the bonds in the Lehman
Brothers Aggregate Bond Index.
Fidelity Management & Research Company (FMR) normally invests at least
80% of the fund's assets in bonds included in the Lehman Brothers
Aggregate Bond Index (the Index). The Index is composed of U.S. dollar
denominated, fixed-rate debt issues, including government, corporate,
asset-backed, and mortgage-backed securities.
FMR may use statistical sampling techniques to attempt to replicate
the returns of the Index using a smaller number of securities.
Statistical sampling techniques attempt to match the investment
characteristics of the Index and the fund by taking into account such
factors as duration, maturity, interest rate sensitivity, security
structure, and credit quality. FMR expects the fund's investments will
approximate the broad market sector weightings of the Index within a
range of (plus/minus)10%.
The fund may not track the Index perfectly because differences between
the Index and the fund's portfolio can cause differences in
performance. In addition, expenses and transaction costs, the size and
frequency of cash flows into and out of the fund, and differences
between how and when the fund and the Index are valued can cause
differences in performance.
In order to earn additional income for the fund, FMR may use a trading
strategy that involves selling mortgage securities and simultaneously
agreeing to purchase similar securities on a later date at a set
price. This trading strategy may result in an increased portfolio
turnover rate which increases transaction costs and may increase
taxable gains.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.
PRINCIPAL INVESTMENT RISKS
Many factors affect Four-in-One Index's performance. Four-in-One
Index's share price changes daily based on the performance of the
underlying Fidelity funds in which it invests. The ability of
Four-in-One Index to meet its investment objective is directly related
to its target asset allocation among underlying Fidelity funds and the
ability of those funds to meet their investment objectives. When you
sell your shares of Four-in-One Index, they could be worth more or
less than what you paid for them.
The following factors can significantly affect Four-in-One
Index's performance:
STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market, and economic developments. In
the short term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political, or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.
INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes. In other
words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the security's price. In
addition, short-term and long-term interest rates do not necessarily
move in the same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and long-term
securities tend to react to changes in long-term interest rates.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial, and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. A ll of these factors can make foreign
investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently from the U.S. market.
PREPAYMENT. Many types of debt securities, including mortgage
securities, are subject to prepayment risk. Prepayment occurs when the
issuer of a security can repay principal prior to the security's
maturity. Securities subject to prepayment can offer less
potential for gains during a declining interest rate environment and
similar or greater potential for loss in a rising interest rate
environment. In addition, the potential impact of prepayment features
on the price of a debt security can be difficult to predict and result
in greater volatility.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. Lower-quality debt securities (those
of less than investment-grade quality) tend to be more sensitive to
these changes than higher-quality debt securities.
SMALL CAP INVESTING. The value of securities of smaller, less
well-known issuers can be more volatile than that of larger issuers
and can react differently to issuer, political, market, and economic
developments than the market as a whole and other types of stocks.
Smaller issuers can have more limited product lines, markets and
financial resources.
In response to market, economic, political, or other conditions,
Strategic Advisers may temporarily use a different investment strategy
for defensive purposes. If Strategic Advisers does so, different
factors could affect Four-in-One Index's performance and the fund may
not achieve its investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.
FOUR-IN-ONE INDEX FUND seeks high total return.
VALUING SHARES
The fund is open for business each day the New York Stock Exchange
(NYSE) is open.
The fund's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). The fund's
assets are valued as of this time for the purpose of computing the
fund's NAV.
To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.
The assets of Four-in-One Index consist primarily of shares of the
underlying Fidelity funds, which are valued at their respective NAVs.
Most underlying Fidelity fund assets are valued primarily on the basis
of market quotations or on the basis of information furnished by a
pricing service. Certain short-term securities are valued on the basis
of amortized cost. If market quotations or information furnished by a
pricing service is not available for a security held by an underlying
Fidelity fund or if the value of a security held by an underlying
Fidelity fund has been materially affected by events occurring after
the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market), that
security may be valued by another method that the Board of Trustees
believes accurately reflects fair value. A security's valuation may
differ depending on the method used for determining value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
Fidelity Investments(registered trademark) was established in 1946 to
manage one of America's first mutual funds. Today, Fidelity is the
largest mutual fund company in the country, and is known as an
innovative provider of high-quality financial services to individuals
and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.
For account, product and service information, please use the following
web site and phone numbers:
(small solid bullet) For information over the Internet, visit
Fidelity's web site at www.fidelity.com.
(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FAST) SM ,
1-800-544-5555.
(small solid bullet) For exchanges, redemptions, and account
assistance , 1-800-544-6666.
(small solid bullet) For mutual fund and b rokerage information,
1-800- 544-6666.
(small solid bullet) For retirement information,
1-800 -544-4774 .
(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).
Please use the following addresses:
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-55 87
You may buy or sell shares of the fund through a retirement account or
an investment professional. If you invest through a retirement account
or an investment professional, the procedures for buying, selling, and
exchanging shares of the fund and the account features and policies
may differ. Additional fees may also apply to your investment in the
fund, including a transaction fee if you buy or sell shares of the
fund through a broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
(solid bullet) 403(B) CUSTODIAL ACCOUNTS
(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS
BUYING SHARES
The price to buy one share of the fund is the fund's NAV. The fund's
shares are sold without a sales charge.
Your shares will be bought at the next NAV calculated after your
investment is received in proper form.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity funds, and accounts under common
ownership or control.
The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
Certain financial institutions that have entered into sales agreements
with Fidelity Distributors Corporation (FDC) may enter confirmed
purchase orders on behalf of customers by phone, with payment to
follow no later than the time when the fund is priced on the following
business day. If payment is not received by that time, the order will
be canceled and the financial institution could be held liable for
resulting fees or losses.
MINIMUMS
TO OPEN AN ACCOUNT $10,000
For certain Fidelity retirement accountsA $500
TO ADD TO AN ACCOUNT $1,000
For certain Fidelity retirement accountsA $250
Through regular investment plans $500
MINIMUM BALANCE $5,000
For certain Fidelity retirement accountsA $500
A FIDELITY TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.
There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory Services
SM, a qualified state tuition program, certain Fidelity retirement
accounts funded through salary deduction, or accounts opened with the
proceeds of distributions from such retirement accounts. In addition,
the fund may waive or lower purchase minimums in other circumstances.
KEY INFORMATION
PHONE 1-800-544-6666 TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.
INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT
(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.
(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
1-800-544-6666 to set up
your account and to arrange
a wire transaction.
(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.
(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.
(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.
(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.
SELLING SHARES
The price to sell one share of the fund is the fund's NAV, minus the
redemption fee (short-term trading fee), if applicable.
The fund will deduct a short-term trading fee of 0.50% from the
redemption amount if you sell your shares after holding them less than
90 days. This fee is paid to the fund rather than Fidelity, and the
fund will, in turn, pay the fee to the underlying Fidelity funds with
short-term trading fees. The underlying funds' short-term trading fees
are designed to offset the brokerage commissions, market impact, and
other costs associated with fluctuations in fund asset levels and cash
flow caused by short-term shareholder trading.
If you bought shares on different days, the shares you held longest
will be redeemed first for purposes of determining whether the
short-term trading fee applies. The short-term trading fee does not
apply to shares that were acquired through reinvestment of
distributions.
Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $5,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash i f FMR determines it
is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.
KEY INFORMATION
PHONE 1-800-544-6666 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.
INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA
(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.
TRUST
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
1-800-544-6666 for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.
TRUST
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.
AUTOMATICALLY (small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a shareholder, you have the privilege of exchanging shares of the
fund for shares of other Fidelity funds including each of the
underlying Fidelity funds.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.
(small solid bullet) The fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
The fund may terminate or modify the exchange privilege in the future.
Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.
<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER TO MOVE MONEY FROM
YOUR BANK ACCOUNT TO A
FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$500 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.
(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's web site for an
application.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.
DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A
MINIMUM FREQUENCY PROCEDURES
$500 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.
(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's web site for an
authorization form.
(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's web site to
obtain one.
A BECAUSE ITS SHARE PRICE
FLUCTUATES, THE FUND MAY NOT
BE AN APPROPRIATE CHOICE FOR
DIRECT DEPOSIT OF YOUR
ENTIRE CHECK.
FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$500 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.
PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR
ACCOUNT TO YOU OR TO YOUR
BANK ACCOUNT.
FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.
(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.
</TABLE>
OTHER FEATURES. The following other features are also available to buy
and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-6666 to add the feature
after your account is opened. Call 1-800-544- 6666 before your
first use to verify that this feature is set up on your account.
(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.
FIDELITY MONEY LINE
TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.
(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-6666 or visit Fidelity's web site
before your first use to verify that this feature is set up on your
account.
(small solid bullet) Most transfers are complete within three business
days of your call.
(small solid bullet) Minimum purchase: $500
(small solid bullet) Maximum purchase: $100,000
FIDELITY ON-LINE XPRESS+(registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.
CALL 1-800-544-0240 OR VISIT FIDELITY'S WEB SITE FOR MORE
INFORMATION.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) For access to research and analysis tools.
FIDELITY ONLINE TRADING
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) To obtain quotes;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.
FAST
TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING
TOUCH TONE OR SPEECH RECOGNITION.
CALL 1-800-544-5555.
(small solid bullet) For account balances and holdings;
(small solid bullet) For mutual fund and brokerage trading;
(small solid bullet) To obtain quotes;
(small solid bullet) To review orders and mutual fund activity; and
(small solid bullet) To change your personal identification number
(PIN).
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in the fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.
Electronic copies of most financial reports and prospectuses are
available at Fidelity's web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's web
site for more information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require the fund to withhold 31% of your taxable distributions and
redemptions.
The fund charges an ANNUAL INDEX ACCOUNT FEE of $10.00 per account to
offset shareholder service costs if your account balance falls below
$10,000 at the time of the December distribution. The index account
fee does not apply to assets held in employee benefit plans (including
Fidelity-sponsored 403(b) arrangements but otherwise as defined in the
Employee Retirement Income Security Act of 1974, excluding SIMPLE
IRAs, SEP-IRAs and the Fidelity Retirement Plan) having more than 50
eligible employees or a minimum of $1,000,000 in plan assets that have
at least some portion of their assets invested in mutual funds advised
by FMR and which are marketed and distributed directly to plan
sponsors and participants without any assistance or intervention from
any intermediary distribution channel. In addition, this fee does not
apply to assets held in a Fidelity Traditional IRA or Fidelity
Rollover IRA purchased with proceeds of a distribution or transfer
from an employee benefit plan as described above, provided that at the
time of the distribution or transfer the employee benefit plan
satisfies the requirements described above.
Fidelity deducts $10.00 from each account at the time the December
distribution is credited to each account. If the amount of the
distribution is not sufficient to pay the fee, the index account fee
may be deducted directly from your account balance.
If your ACCOUNT BALANCE falls below $5,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus the short-term trading fee, if
applicable, on the day your account is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Four-in-One Index earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Four-in-One Index also realizes capital
gains from its investments, and distributes these gains (less any
losses) to shareholders as capital gain distributions.
Four-in-One Index normally pays dividends and capital gain
distributions in April and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
the fund's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund. Your
dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions will be
automatically invested in shares of another identically registered
Fidelity fund, automatically reinvested in additional shares of the
fund, or paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund are
subject to federal income tax, and may also be subject to state or
local taxes.
For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary incom e,
while the fund's distributions of long-term capital gains are
taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.
Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in the fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.
FUND SERVICES
FUND MANAGEMENT
Four-in-One Index is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.
Strategic Advisers is Four-in-One Index's investment manager.
FMR, an affiliate of Strategic Advisers, is each underlying Fidelity
fund's manager.
As of December 27, 1999 , Strategic Advisers had approximately
$ 16.0 billion in discretionary assets under management.
As of March 25, 1999, FMR had approximately $ 521.7
billion in discretionary assets under management.
As the manager, Strategic Advisers administers the asset allocation
program for Four-in-One Index.
FMR is responsible for handling the business affairs for Four-in-One
Index.
As the manager for the underlying Fidelity funds, FMR is responsible
for handling each underlying fund's business affairs. As the manager
for U.S. Bond Index, FMR is also responsible for choosing the fund's
investments.
BT serves as sub-adviser and custodian for Spartan 500 Index,
Spartan Extended Market Inde x, and Spartan International
Index , (underlying Fidelity Stock Index Funds). BT chooses the
underlying Fidelity Stock Index Funds' investments, and places orders
to buy and sel l the underlying Fidelity Stock Index Funds'
investments.
As of December 31, 1999 , BT had approximately $247.97
billion in discretionary assets under management.
BT's principal offices are at 130 Liberty Street, New York, New York
10006.
O n March 11, 1999, BT announced that it had reached an
agreement with the United States Attorney's Office in the Southern
District of New York to resolve an investigation concerning
inappropriate transfers of unclaimed funds and related recordkeeping
problems that occurred between 1994 and early 1996. Pursuant to its
agreement with the U.S. Attorney's Office, BT pleaded guilty to
misstating entries in the bank's books and records and agreed to pay a
$60 million fine to federal authorities. On July 26, 1999, BT was
formally sentenced in United States District Court to pay the $60
million fine. Separately, BT agreed to pay a $3.5 million fine to
the State of New York. The events leading up to the guilty plea and
formal sentence did not arise out of the investment advisory or
mutual fund management activities of BT or its affiliates.
As a result of the plea a nd subsequent sentence , absent an
order from the SEC, BT would not be able to continue to provide
investment advisory services to the funds. The SEC has granted a
temporary order to permit BT and its affiliates to continue to provide
investment advisory services to registered investment companies. There
is no assurance that the SEC will grant a permanent order.
F our-in-One Index pays a management fee to Strategic Advisers.
The management fee is calculated and paid to Strategic Advisers every
month.
Strategic Advisers is responsible for the payment of all other
expenses of Four-in-One Index with limited exceptions.
Four-in-One Index's annual management fee rate is 0.10 % of its
average net assets.
For the fiscal year ended February 29, 2000, the fund paid a
management fee of 0.08% of the fund's average net assets, after
reimbursement.
Strategic Advisers pays FMR an administration fee for handling the
business affairs for Four-in-One Index.
Strategic Advisers may, from time to time, agree to reimburse the fund
for management fees above a specified limit. Strategic Advisers
retains the ability to be repaid by the fund if expenses fall below
the specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be discontinued by Strategic Advisers
at any time, can decrease the fund's expenses and boost its
performance.
FUND DISTRIBUTION
FDC distributes the fund's shares.
Four-in-One Index has adopted a Distribution and Service Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that Strategic Advisers or FMR may use its management or
administration fee revenues, respectively, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of Four-in-One Index shares and/or shareholder support
services. Strategic Advisers or FMR, directly or through FDC, may pay
significant amounts to intermediaries, such as banks, broker-dealers
and other service-providers, that provide those services. Currently,
the Board of Trustees of Four-in-One Index has authorized such
payments.
If payments made by FMR to FDC or to intermediaries under a
Distribution and Service Plan were considered to be paid out of the
fund's assets on an ongoing basis, they might increase the cost of
your investment and might cost you more than paying other types of
sales charges.
To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.
Strategic Advisers and FMR may allocate brokerage transactions in a
manner that takes into account the sale of shares of the fund,
provided that the fund receives brokerage services and commission
rates comparable to those of other broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to whom it is
unlawful to make such offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
the fund's financial history for the period of the fund's operations.
Certain information reflects financial results for a single fund
share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report, along with the fund's financial
highlights and financial statements, are included in the fund's annual
report. A free copy of the annual report is available upon
request.
SELECTED PER-SHARE DATA AND RATIOS
Year ended February 29, 2000 F
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 25.00
period
Income from Investment
Operations
Net investment income D .37
Net realized and unrealized 1.94
gain (loss)
Total from investment 2.31
operations
Less Distributions
From net investment income (.24)
Net asset value, end of period $ 27.07
TOTAL RETURN B, C 9.24%
RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of underlying funds)
Net assets, end of period $ 314,963
(000 omitted)
Ratio of expenses to average .08% A, E
net assets
Ratio of net investment 2.20% A
income to average net assets
Portfolio turnover rate 4% A
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIOD SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E STRATEGIC ADVISERS AGREED TO REIMBURSE A PORTION OF THE FUND'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S
EXPENSE RATIO WOULD HAVE BEEN HIGHER.
F FOR THE PERIOD JUNE 29, 1999 (COMMENCEMENT OF OPERATIONS) TO
FEBRUARY 29, 2000.
ADDITIONAL INFORMATION ABOUT THE INDEXES
S&P does not guarantee the accuracy and/or the completeness of the S&P
500 Index or any data included therein and S&P shall have no liability
for any errors, omissions, or interruptions therein. S&P makes no
warranty, express or implied, as to results to be obtained by
licensee, owners of the product, or any other person or entity from
the use of the S&P 500 Index or any data included therein. S&P makes
no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or
use with respect to the S&P 500 Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P have any
liability for any special, punitive, indirect, or consequential
damages (including lost profits), even if notified of the possibility
of such damages.
The product is not sponsored, endorsed, sold, or promoted by S&P. S&P
makes no representation or warranty, express or implied, to the owners
of the product or any member of the public regarding the advisability
of investing in securities generally or in the product particularly or
the ability of the S&P 500 Index to track general stock market
performance. S&P's only relationship to the licensee is the licensing
of certain trademarks and trade names of S&P and of the S&P 500 Index
which is determined, composed, and calculated by S&P without regard to
the licensee or the product. S&P has no obligation to take the needs
of the licensee or the owners of the product into consideration in
determining, composing, or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the
timing of, prices at, or quantities of the product to be issued or in
the determination or calculation of the equation by which the product
is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing, or trading of the
product.
"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by Fidelity Distributors Corporation.
The Wilshire 4500 is compiled by Wilshire Associates Incorporated,
which is neither an affiliate nor a sponsor of Spartan Extended Market
Index.
Spartan International Index Fund is not sponsored, endorsed, sold or
promoted by Morgan Stanley & Co. Incorporated (Morgan Stanley). Morgan
Stanley makes no representation or warranty, express or implied, to
the owners of the fund or any member of the public regarding the
advisability of investing in securities generally or in the fund
particularly or the ability of the EAFE Index to track general stock
market performance. Morgan Stanley is the licensor of certain
trademarks, service marks and trade names of Morgan Stanley and of the
EAFE Index. Morgan Stanley has no obligation to take the needs of the
issuer of the fund or the owners of the fund into consideration in
determining, composing or calculating the EAFE Index. Morgan Stanley
is not responsible for and has not participated in the determination
of the timing of, prices at, or quantities of the fund to be issued or
in the determination or calculation of the equation by which the fund
is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of the fund in connection with the administration, marketing
or trading of the fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR
FOR USE IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH MORGAN
STANLEY CONSIDERS RELIABLE, MORGAN STANLEY DOES NOT GUARANTEE THE
ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED
THEREIN. MORGAN STANLEY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND
COUNTERPARTIES, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION
WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. MORGAN
STANLEY MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL
MORGAN STANLEY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL,
PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Inclusion of a stock in an index does not imply that it is a good
investment.
Inclusion of a security in the Lehman Brothers Aggregate Bond Index
(the Index) in no way implies an opinion by Lehman Brothers, Inc. as
to its attractiveness or appropriateness as an investment for the
fund. Lehman Brothers, Inc. is neither an affiliate nor a sponsor of
the fund and inclusion of a security in the Index does not imply that
it is a good investment.
You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus) . The fund's annual and semi-annual reports
include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.
The SAI, the fund's annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information,
after paying a duplicating fee, by sending a request by
e-mail to [email protected] or by writing the Public Reference
Section of the SEC, Washington, D.C. 2054 9-0102. You can also
review and copy information about the fund, including the fund's SAI,
at the SEC's Public Reference Room in Washington, D.C. Call
1-202-942-8090 for information on the operation of the SEC's
Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3480
Fidelity, Fidelity Investments & (Pyramid) Design, Spartan,
Fidelity Investments , Fidelity Money Line, Fidelity
Automatic Account Builder, Fidelity On-Line Xpress+, and Directed
Dividends are registered trademarks of FMR Corp.
FAST and Portfolio Advisory Services are service marks of FMR
Corp.
The third party marks appearing above are the marks of their
respective owners.
1.720676.101 IDV-pro-0400
FIDELITY(registered trademark) FOUR-IN-ONE INDEX FUND
A FUND OF FIDELITY OXFORD STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
APRIL 24, 2000
This statement of additional information (SAI) is not a prospectus.
Portions of the fund's annual report are incorporated herein. The
annual report is supplied with this SAI.
To obtain a free additional copy of the prospectus, dated April 24,
2000, or an annual report , please call Fidelity at 1-800-544-8544
or visit Fidelity's web site at www.fidelity.com.
TABLE OF CONTENTS PAGE
Investment Policies and 17
Limitations
Special Considerations 24
Regarding Europe
Special Considerations 25
Regarding Japan
Special Considerations 25
Regarding Asia Pacific
Region (Ex Japan)
Portfolio Transactions 26
Valuation 27
Performance 28
Additional Purchase, Exchange 34
and Redemption Information
Distributions and Taxes 34
Trustees and Officers 34
Control of Investment Advisers 37
Management Contract 37
Distribution Services 38
Transfer and Service Agent 38
Agreements
Description of the Fund 39
Financial Statements 39
Appendix 39
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
IDV-ptb- 0400
1.720677.101
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of Four-in-One Index's
assets that may be invested in any security or other asset, or sets
forth a policy regarding quality standards, such standard or
percentage limitation will be determined immediately after and as a
result of Four-in-One Index's acquisition of such security or other
asset. Accordingly, any subsequent change in values, net assets, or
other circumstances will not be considered when determining whether
the investment complies with Four-in-One Index's investment policies
and limitations.
Four-in-One Index's fundamental investment policies and limitations
cannot be changed without approval by a "majority of the outstanding
voting securities" (as defined in the Investment Company Act of 1940
(the 1940 Act)) of the fund. However, except for the fundamental
investment limitations listed below, the investment policies and
limitations described in this SAI are not fundamental and may be
changed without shareholder approval.
THE FOLLOWING ARE FOUR-IN-ONE INDEX'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. FOUR-IN-ONE INDEX MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry (provided that
investments in other investment companies shall not be considered an
investment in any particular industry for purposes of this investment
limitation);
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan, if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.
(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.
With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 34 .
Notwithstanding the foregoing investment limitations, the underlying
Fidelity funds in which Four-in-One Index may invest have adopted
certain investment limitations that may be more or less restrictive
than those listed above, thereby permitting Four-in-One Index to
engage indirectly in investment strategies that are prohibited under
the investment limitations listed above. The investment limitations of
each underlying Fidelity fund are set forth in its SAI.
In accordance with Four-in-One Index's investment program as set forth
in the prospectus, Four-in-One Index may invest more than 25% of its
assets in any one underlying Fidelity fund. However, each of the
underlying Fidelity funds in which Four-in-One Index may invest will
not concentrate more than 25% of its total assets in any one industry.
INVESTMENT PRACTICES OF FOUR-IN-ONE INDEX FUND
The following pages contain more detailed information about types of
instruments in which Four-in-One Index may invest, strategies
Strategic Advisers, Inc. (Strategic Advisers) may employ in pursuit of
Four-in-One Index's investment objective, and a summary of related
risks. Strategic Advisers may not buy all of these instruments or use
all of these techniques unless it believes that doing so will help
Four-in-One Index achieve its goal.
BORROWING. Four-in-One Index may borrow from banks or from other funds
advised by Fidelity Management & Research Company (FMR) or its
affiliates, or through reverse repurchase agreements. If the fund
borrows money, its share price may be subject to greater fluctuation
until the borrowing is paid off. If the fund makes additional
investments while borrowings are outstanding, this may be considered a
form of leverage.
CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of their investments.
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a
stated final maturity basis, although there are some exceptions to
this rule.
For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call,
refunding, or redemption provision, the date on which the instrument
will probably be called, refunded, or redeemed may be considered to be
its maturity date. Also, the maturities of mortgage securities,
including collateralized mortgage obligations, and some asset-backed
securities are determined on a weighted average life basis, which is
the average time for principal to be repaid. For a mortgage security,
this average time is calculated by estimating the timing of principal
payments, including unscheduled prepayments, during the life of the
mortgage. The weighted average life of these securities is likely to
be substantially shorter than their stated final maturity.
FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the Standard & Poor's 500 Index SM (S&P 500(registered
trademark)). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has
filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets . The fund intends to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to
which the fund can commit assets to initial margin deposits and option
premiums.
In addition, the fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c)
purchase call options if, as a result, the current value of option
premiums for call options purchased by the fund would exceed 5% of the
fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts
and options, and the fund's policies regarding futures contracts and
options discussed elsewhere in this SAI may be changed as regulatory
agencies permit.
ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR, on behalf of Strategic Advisers, determines the liquidity of a
fund's investments and, through reports from FMR, the Board monitors
investments in illiquid securities. In determining the liquidity of a
fund's investments, FMR may consider various factors, including (1)
the frequency and volume of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, and (4) the nature of the security and
the market in which it trades (including any demand, put or tender
features, the mechanics and other requirements for transfer, any
letters of credit or other credit enhancement features, any ratings,
the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or
offset the rights and obligations of the security).
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the Securities and Exchange Commission (SEC), a fund
may lend money to, and borrow money from, other funds advised by FMR
or its affiliates. A fund will lend through the program only when the
returns are higher than those available from an investment in
repurchase agreements, and will borrow through the program only when
the costs are equal to or lower than the cost of bank loans. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A
fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or
additional borrowing costs.
INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's(registered trademark),
Duff & Phelps Credit Rating Co., or Fitch IBCA Inc., or is unrated but
considered to be of equivalent quality by FMR.
REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. Four-in-One Index will engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR on behalf of Strategic Advisers.
RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. Four-in-One Index will
enter into reverse repurchase agreements with parties whose
creditworthiness has been reviewed and found satisfactory by FMR on
behalf of Strategic Advisers. Such transactions may increase
fluctuations in the market value of fund assets and may be viewed as a
form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by Strategic
Advisers to be in good standing and when, in Strategic Advisers'
judgment, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested
in other eligible securities. Investing this cash subjects that
investment, as well as the securities loaned, to market appreciation
or depreciation.
SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. Strategic Advisers may rely on FMR's evaluation of the
credit of the liquidity or credit enhancement provider in determining
whether to purchase a security supported by such enhancement. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.
TEMPORARY DEFENSIVE POLICIES. The fund reserves the right to invest
without limitation in investment-grade money market instruments for
temporary, defensive purposes.
INVESTMENT PRACTICES OF THE UNDERLYING FIDELITY FUNDS
The following pages contain more detailed information about types of
instruments in which Spartan(registered trademark) 500 Index
Fund, Spartan Extended Market Index Fund, Spartan International Index
Fund or Fidelity U.S. Bond Index Fund (underlying Fidelity funds) may
invest, strategies FMR or Bankers Trust Company (BT), as applicable,
may employ in pursuit of an underlying Fidelity fund's investment
objective, and a summary of related risks. FMR or BT, as applicable,
may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help an underlying Fidelity fund
achieve its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the SEC, the Board of Trustees has established and periodically
reviews procedures applicable to transactions involving affiliated
financial institutions.
ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements. If
a fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.
CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of their investments.
COMMON STOCK represents an equity or ownership interest in an issuer.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the
claims of those who own common stock.
CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred stocks
or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion
by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible
security held by a fund is called for redemption or conversion, the
fund could be required to tender it for redemption, convert it into
the underlying common stock, or sell it to a third party.
Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable non-convertible securities. Because of this higher yield,
convertible securities generally sell at prices above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.
DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay interest but are
sold at a deep discount from their face values. Debt securities
include corporate bonds, government securities, and mortgage and other
asset-backed securities.
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a
stated final maturity basis, although there are some exceptions to
this rule.
For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call,
refunding, or redemption provision, the date on which the instrument
will probably be called, refunded, or redeemed may be considered to be
its maturity date. Also, the maturities of mortgage securities,
including collateralized mortgage obligations, and some asset-backed
securities are determined on a weighted average life basis, which is
the average time for principal to be repaid. For a mortgage security,
this average time is calculated by estimating the timing of principal
payments, including unscheduled prepayments, during the life of the
mortgage. The weighted average life of these securities is likely to
be substantially shorter than their stated final maturity.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments.
Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected by
actions of foreign governments adverse to the interests of U.S.
investors. Such actions may include expropriation or nationalization
of assets, confiscatory taxation, restrictions on U.S. investment or
on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. Additionally, governmental
issuers of foreign debt securities may be unwilling to pay interest
and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that FMR or BT
will be able to anticipate these potential events or counter their
effects. In addition, the value of securities denominated in foreign
currencies and of dividends and interest paid with respect to such
securities will fluctuate based on the relative strength of the U.S.
dollar.
It is anticipated that in most cases the best available market for
foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets,
while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some
foreign issuers may be less liquid and more volatile than securities
of comparable U.S. issuers. Foreign security trading, settlement and
custodial practices (including those involving securities settlement
where fund assets may be released prior to receipt of payment) are
often less developed than those in U.S. markets, and may result in
increased risk or substantial delays in the event of a failed trade or
the insolvency of, or breach of duty by, a foreign broker-dealer,
securities depository or foreign subcustodian. In addition, the
costs associated with foreign investments, including withholding
taxes, brokerage commissions and custodial costs, are generally higher
than with U.S. investments.
Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to U.S. issuers.
Adequate public information on foreign issuers may not be available,
and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis. In general, there is less overall
governmental supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States. OTC markets
tend to be less regulated than stock exchange markets and, in certain
countries, may be totally unregulated. Regulatory enforcement may be
influenced by economic or political concerns, and investors may have
difficulty enforcing their legal rights in foreign countries.
Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.
The risks of foreign investing may be magnified for investments in
emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets,
reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets
may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and
prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a
few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times.
FOREIGN CURRENCY TRANSACTIONS. Spartan 500 Index Fund, Spartan
Extended Market Index Fund , and Spartan International Index
Fund (underlying Fidelity Stock Index Funds) may conduct foreign
currency transactions on a spot (i.e., cash) or forward basis (i.e.,
by entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, they do realize a profit based on the
difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign
currency at one rate, while offering a lesser rate of exchange should
the counterparty desire to resell that currency to the dealer. Forward
contracts are customized transactions that require a specific amount
of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.
A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by BT.
A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's
value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations,
but would not offset changes in security values caused by other
factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would
not hedge currency exposure as effectively as a direct hedge into U.S.
dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged
securities are denominated.
A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases.
Successful use of currency management strategies will depend on BT's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as BT anticipates. For example, if a
currency's value rose at a time when BT had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If BT hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if BT increases a fund's exposure to a foreign currency and
that currency's value declines, a fund will realize a loss. There is
no assurance that BT's use of currency management strategies will be
advantageous to a fund or that it will hedge at appropriate times.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements involve
an agreement to purchase a foreign security and to sell that security
back to the original seller at an agreed-upon price in either U.S.
dollars or foreign currency. Unlike typical U.S. repurchase
agreements, foreign repurchase agreements may not be fully
collateralized at all times. The value of a security purchased by a
fund may be more or less than the price at which the counterparty has
agreed to repurchase the security. In the event of default by the
counterparty, the fund may suffer a loss if the value of the security
purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve
higher credit risks than repurchase agreements in U.S. markets, as
well as risks associated with currency fluctuations. In addition, as
with other emerging market investments, repurchase agreements with
counterparties located in emerging markets or relating to emerging
markets may involve issuers or counterparties with lower credit
ratings than typical U.S. repurchase agreements.
FUNDS' RIGHTS AS SHAREHOLDERS. The underlying Fidelity Stock Index
Funds do not intend to direct or administer the day-to-day operations
of any company. A fund, however, may exercise its rights as a
shareholder and may communicate its views on important matters of
policy to management, the Board of Directors, and shareholders of a
company when BT determines that such matters could have a significant
effect on the value of the fund's investment in the company. The
activities in which a fund may engage, either individually or in
conjunction with others, may include, among others, supporting or
opposing proposed changes in a company's corporate structure or
business activities; seeking changes in a company's directors or
management; seeking changes in a company's direction or policies;
seeking the sale or reorganization of the company or a portion of its
assets; or supporting or opposing third-party takeover efforts. This
area of corporate activity is increasingly prone to litigation and it
is possible that a fund could be involved in lawsuits related to such
activities. BT will monitor such activities with a view to mitigating,
to the extent possible, the risk of litigation against a fund and the
risk of actual liability if a fund is involved in litigation. No
guarantee can be made, however, that litigation against a fund will
not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.
COMBINED POSITIONS involve purchasing and writing options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, purchasing a put option and writing a
call option on the same underlying instrument would construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and buying a call
option at a lower price, to reduce the risk of the written call option
in the event of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher transaction
costs and may be more difficult to open and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which the fund typically invests, which involves a risk that the
options or futures position will not track the performance of the
fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the S&P 500. Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is
available.
Spartan Extended Market Index Fund and Spartan International Index
Fund may invest in futures on stock indexes other than the indexes
they seek to track.
For example, Spartan Extended Market Index Fund may invest in futures
on such indexes as the S&P 500, the Russell 2000 Index, or the S&P
MidCap Index.
Futures may be based on foreign indexes such as the CAC 40 (France),
DAX 30 (Germany), EuroTop 100 (Europe), IBEX (Spain), FTSE 100 (United
Kingdom), All Ordinary (Australia), Hang Seng (Hong Kong), and Nikkei
225, Nikkei 300 and TOPIX (Japan).
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a fund, the fund may be entitled to
return of margin owed to it only in proportion to the amount received
by the FCM's other customers, potentially resulting in losses to the
fund.
Although futures exchanges generally operate similarly in the United
States and abroad, foreign futures exchanges may follow trading,
settlement and margin procedures that are different from those for
U.S. exchanges. Futures contracts traded outside the United States may
involve greater risk of loss than U.S.-traded contracts, including
potentially greater risk of losses due to insolvency of a futures
broker, exchange member or other party that may owe initial or
variation margin to a fund. Because initial and variation margin
payments may be measured in foreign currency, a futures contract
traded outside the United States may also involve the risk of foreign
currency fluctuation.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures markets. The funds
intend to comply with Rule 4.5 under the Commodity Exchange Act, which
limits the extent to which the funds can commit assets to initial
margin deposits and option premiums.
In addition, Fidelity U.S. Bond Index Fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a
result, more than 25% of the fund's total assets would be hedged with
futures and options under normal conditions; (b) purchase futures
contracts or write put options if, as a result, the fund's total
obligations upon settlement or exercise of purchased futures contracts
and written put options would exceed 25% of its total assets; or (c)
purchase call options if, as a result, the current value of option
premiums for call options purchased by the fund would exceed 5% of the
fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
BT also intends to follow certain other limitations on the underlying
Fidelity Stock Index Funds' futures and option activities. Each fund
will not purchase any option if, as a result, more than 5% of its
total assets would be invested in option premiums. Under normal
conditions, each fund will not enter into any futures contract or
option if, as a result, the sum of (i) the current value of assets
hedged in the case of strategies involving the sale of securities, and
(ii) the current value of the indices or other instruments underlying
the fund's other futures or options positions, would exceed 35% of the
fund's total assets. These limitations do not apply to options
attached to, or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts
and options, and the funds' policies regarding futures contracts and
options discussed elsewhere in this SAI may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible to enter into new positions or close out
existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could
prevent prompt liquidation of unfavorable positions, and potentially
could require a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased
or written in conjunction with each other or with currency futures or
forward contracts. Currency futures and options values can be expected
to correlate with exchange rates, but may not reflect other factors
that affect the value of a fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting
from deterioration in the issuer's creditworthiness. Because the value
of a fund's foreign-denominated investments changes in response to
many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the
fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of OTC options (options not traded
on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement
allows the purchaser or writer greater flexibility to tailor an option
to its needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for
this right, the purchaser pays the current market price for the option
(known as the option premium). Options have various types of
underlying instruments, including specific securities, indices of
securities prices, and futures contracts. The purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary
market exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction
costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.
WRITING PUT AND CALL OPTIONS. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer assumes the obligation
to pay the strike price for the option's underlying instrument if the
other party to the option chooses to exercise it. The writer may seek
to terminate a position in a put option before exercise by closing out
the option in the secondary market at its current price. If the
secondary market is not liquid for a put option, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. When writing an option on
a futures contract, a fund will be required to make margin payments to
an FCM as described above for futures contracts.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options
are similar to those of writing put options, except that writing calls
generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for
the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.
ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of
Trustees , FMR determines the liquidity of each fund's
(except the underlying Fidelity Stock Index Funds) investments
and, through reports from FMR, the Board monitors investments in
illiquid securities. Under the supervision of the Board of
Trustees and FMR, BT determines the liquidity of the underlying
Fidelity Stock Index Funds' investments and, through reports from
FMR and/or BT, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
or BT, as appropriate , may consider various factors, including
(1) the frequency and volume of trades and quotations, (2) the number
of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, and (4) the nature of the security and
the market in which it trades (including any demand, put or tender
features, the mechanics and other requirements for transfer, any
letters of credit or other credit enhancement features, any ratings,
the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or
offset the rights and obligations of the security).
INDEXED SECURITIES are instruments whose prices are indexed to the
prices of other securities, securities indices, currencies, or other
financial indicators. Indexed securities typically, but not always,
are debt securities or deposits whose value at maturity or coupon rate
is determined by reference to a specific instrument or statistic.
Mortgage-indexed securities, for example, could be structured to
replicate the performance of mortgage securities and the
characteristics of direct ownership.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also
subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government
agencies.
In addition, for the underlying Fidelity Stock Index Funds, indexed
securities include commercial paper, certificates of deposit, and
other fixed-income securities whose values at maturity or coupon
interest rates are determined by reference to the returns of the S&P
500, the Wilshire 4500 Completion Index (Wilshire 4500), the
Morgan Stanley Capital International Europe, Australasia, Far East
Index (MSCI EAFE(registered trademark)) or comparable stock indices.
Indexed securities can be affected by stock prices as well as changes
in interest rates and the creditworthiness of their issuers and may
not track the indexes as accurately as direct investments in the
indexes.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. A fund will lend
through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the
cost of bank loans. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or
other receivables), or to other parties. Direct debt instruments
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the purchaser in the
event of fraud or misrepresentation, or there may be a requirement
that a fund supply additional cash to a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more
protections than an unsecured loan in the event of failure to make
scheduled interest or principal payments. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off
their indebtedness, or may pay only a small fraction of the amount
owed. Direct indebtedness of developing countries also involves a risk
that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal
when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional
risks. For example, if a loan is foreclosed, the purchaser could
become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of
lender liability, a purchaser could be held liable as a co-lender.
Direct debt instruments may also involve a risk of insolvency of the
lending bank or other intermediary.
A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of
the loan, as specified in the loan agreement. Unless, under the terms
of the loan or other indebtedness, the purchaser has direct recourse
against the borrower, the purchaser may have to rely on the agent to
apply appropriate credit remedies against a borrower. If assets held
by the agent for the benefit of a purchaser were determined to be
subject to the claims of the agent's general creditors, the purchaser
might incur certain costs and delays in realizing payment on the loan
or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness may include letters of credit, revolving credit
facilities, or other standby financing commitments that obligate
purchasers to make additional cash payments on demand. These
commitments may have the effect of requiring a purchaser to increase
its investment in a borrower at a time when it would not otherwise
have done so, even if the borrower's condition makes it unlikely that
the amount will ever be repaid.
Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry. For purposes of
these limitations, a fund generally will treat the borrower as the
"issuer" of indebtedness held by the fund. In the case of loan
participations where a bank or other lending institution serves as
financial intermediary between a fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require a fund, in
appropriate circumstances, to treat both the lending bank or other
lending institution and the borrower as "issuers" for these purposes.
Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a
single financial intermediary, or a group of intermediaries engaged in
the same industry, even if the underlying borrowers represent many
different companies and industries.
LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal, or may be in default. These securities are often considered
to be speculative and involve greater risk of loss or price changes
due to changes in the issuer's capacity to pay. The market prices of
lower-quality debt securities may fluctuate more than those of
higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of
rising interest rates.
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.
A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
MORTGAGE SECURITIES are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage
obligations (or "CMOs"), make payments of both principal and interest
at a range of specified intervals; others make semiannual interest
payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage securities are based on different types of
mortgages, including those on commercial real estate or residential
properties. Stripped mortgage securities are created when the interest
and principal components of a mortgage security are separated and sold
as individual securities. In the case of a stripped mortgage security,
the holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage, while the holder
of the "interest-only" security (IO) receives interest payments from
the same underlying mortgage.
Fannie Maes and Freddie Macs are pass-through securities issued by
Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac,
which guarantee payment of interest and repayment of principal on
Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government.
The value of mortgage securities may change due to shifts in the
market's perception of issuers and changes in interest rates. In
addition, regulatory or tax changes may adversely affect the mortgage
securities market as a whole. Non-government mortgage securities may
offer higher yields than those issued by government entities, but also
may be subject to greater price changes than government issues.
Mortgage securities are subject to prepayment risk, which is the risk
that early principal payments made on the underlying mortgages,
usually in response to a reduction in interest rates, will result in
the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a
rising interest rate environment, mortgage security values may be
adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's
effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The prices of stripped
mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.
To earn additional income for a fund, FMR may use a trading
strategy that involves selling mortgage securities and simultaneously
agreeing to purchase similar securities on a later date at a set
price. This trading strategy may result in an increased portfolio
turnover rate which increases costs and may increase taxable gains.
PREFERRED STOCK represents an equity or ownership interest
in an issuer that pays dividends at a specified rate and that has
precedence over common stock in the payment of dividends. In the event
an issuer is liquidated or declares bankruptcy, the claims of owners
of bonds take precedence over the claims of those who own preferred
and common stock.
REAL ESTATE INVESTMENT TRUSTS. Equity real estate investment trusts
own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.
REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR or, for the underlying Fidelity Stock Index
Funds, by BT or, under certain circumstances, by FMR or an FMR
affiliate.
RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR or, for the underlying
Fidelity Stock Index Funds, by BT or, under certain circumstances,
by FMR or an FMR affiliate . Such transactions may increase
fluctuations in the market value of fund assets and a fund's yield and
may be viewed as a form of leverage.
SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and open-end
investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in
other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed
number of shares that trade on a stock exchange or over-the-counter at
a premium or a discount to their net asset value. Others are
continuously offered at net asset value, but may also be traded in the
secondary market.
The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.
The underlying Fidelity Stock Index Funds may invest in investment
companies that seek to track the performance of indexes other than the
indexes that the funds seek to track.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including FBSI. FBSI is a member
of the NYSE and a subsidiary of FMR Corp. The underlying Fidelity
Stock Index Funds will not lend securities to BT or its
affiliates.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by FMR or
BT to be in good standing and when, in FMR's or BT's judgment, as
appropriate, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested
in other eligible securities. Investing this cash subjects that
investment, as well as the securities loaned, to market appreciation
or depreciation.
SHORT SALES "AGAINST THE BOX" are short sales of securities that a
fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities
convertible or exchangeable into such securities) and will be required
to hold such securities while the short sale is outstanding. The fund
will incur transaction costs, including interest expenses, in
connection with opening, maintaining, and closing short sales against
the box.
SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
liquidity or credit enhancement provider in determining whether to
purchase a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, FMR will consider
whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.
Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.
SWAP AGREEMENTS (EXCEPT THE UNDERLYING FIDELITY STOCK INDEX
FUNDS) can be individually negotiated and structured to include
exposure to a variety of different types of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long- or short-term interest rates (in
the United States or abroad), foreign currency values, mortgage
securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a fund's investments
and its share price and yield.
The most significant factor in the performance of swap agreements
is the change in the specific interest rate, currency , or other
factors that determine the amounts of payments due to and from a fund.
If a swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
A fund may be able to eliminate its exposure under a swap agreement
either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly
creditworthy party.
SWAP AGREEMENTS (UNDERLYING FIDELITY STOCK INDEX FUNDS ONLY).
Under a typical equity swap agreement, a counterparty such as a
bank or broker-dealer agrees to pay the fund a return equal to the
dividend payments and increase in value, if any, of an index or group
of stocks, and the fund agrees in return to pay a fixed or floating
rate of interest, plus any declines in value of the index. Swap
agreements can also have features providing for maximum or minimum
exposure to a designated index. In order to track the return of its
designated index effectively, each underlying Fidelity Stock
Index Fund would generally have to own other assets returning
approximately the same amount as the interest rate payable by the fund
under the swap agreement.
The most significant factor in the performance of swap agreements
is the change in value of the specific index or currency, or other
factors that d etermine the amounts of payments due to and from a
fund. If a swap agreement calls for payments by the fund, the fund
must be prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses
and impairing the fund's correlation with its applicable index. A fund
may be able to eliminate its exposure under a swap agreement either by
assignment or other disposition, or by entering into an offsetting
swap agreement with the same party or a similarly creditworthy party.
TEMPORARY DEFENSIVE POLICIES. Each of Spartan 500 Index Fund,
Spartan Extended Market Index Fund, and Spartan International Index
Fund reserves the right to invest without limitation in preferred
stocks and investment-grade debt instruments for temporary, defensive
purposes.
Fidelity U.S. Bond Index Fund reserves the right to invest without
limitation in investment-grade money market or short-term debt
instruments for temporary, defensive purposes.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.
WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.
The following pages contain detailed information about special
considerations of Spartan International Index Fund, in which
Four-in-One Index may invest.
SPECIAL CONSIDERATIONS REGARDING EUROPE
On January 1, 1999, eleven of the fifteen member countries of the
European Union (EU) fixed their currencies irrevocably to the euro,
the new unit of currency of the European Economic and Monetary Union
(EMU). At that time each member's currency was converted at a fixed
rate to the euro. Initially, use of the euro will be confined mainly
to the wholesale financial markets, while its widespread use in the
retail sector will follow the circulation of euro banknotes and coins
on January 1, 2002. At that time, the national banknotes and coins of
participating member countries will cease to be legal tender. In
addition to adopting a single currency, member countries will no
longer control their own monetary policies. Instead, the authority to
direct monetary policy will be exercised by the new European Central
Bank.
While economic and monetary convergence in the EU may offer new
opportunities for those investing in the region, investors should be
aware that the success of the union is not wholly assured. Europe must
grapple with a number of challenges, any one of which could threaten
the survival of this monumental undertaking. Eleven disparate
economies must adjust to a unified monetary system, the absence of
exchange rate flexibility, and the loss of economic sovereignty. The
Continent's economies are diverse, its governments decentralized, and
its cultures differ widely. Unemployment is historically high and
could pose political risk. One or more member countries might exit the
union, placing the currency and banking system in jeopardy.
POLITICAL. For those countries in Western and Eastern Europe that
were not included in the first round of the EU implementation, the
prospects for eventual membership serve as a strong political impetus
for many governments to employ tight fiscal and monetary policies.
Particularly for the Eastern European countries, aspirations to join
the EU are likely to push governments to act decisively.
At the same time, there could become an increasingly widening gap
between rich and poor within the aspiring countries, those countries
who are close to meeting membership criteria, and those who are not
likely to join the EMU. Realigning traditional alliances could alter
trading relationships and potentially provoke divisive socioeconomic
splits. Despite relative calm in Western Europe in recent years, the
risk of regional conflict or targeted terrorist activity could disrupt
European markets.
In the transition to the single economic system, significant
political decisions will be made which will effect the market
regulation, subsidization, and privatization across all industries,
from agricultural products to telecommunications.
ECONOMIC. As economic conditions across member states vary from
robust to dismal, there is continued concern about national-level
support for the currency and the accompanying coordination of fiscal
and wage policy among the eleven EMU member nations. According to the
Maastricht treaty, member countries must maintain inflation below
3.3%, public debt below 60% of GDP, and a deficit of 3% or less of GDP
to qualify for participation in the euro. These requirements severely
limit member countries' ability to implement monetary policy to
address regional economic conditions. Countries that did not qualify
for the euro, such as Greece, risk being left farther behind.
FOREIGN TRADE. The EU has recently been involved in a number of
trade disputes with major trading partners, including the United
States. Tariffs and embargoes have been levied upon imports of
agricultural products and meat that have resulted in the affected
nation levying retaliatory tariffs upon imports from Europe. These
disputes can adversely affect the valuations of the European companies
that export the targeted products.
CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in the
domestic market. However, investing in euro-denominated securities
entails risk of being exposed to a new currency that may not fully
reflect the strengths and weaknesses of the disparate economies that
make up the Union. This has been the case in the first six months of
1999, when the initial exchange rates of the euro versus many of the
world's major currencies steadily declined. In this environment, U.S.
and other foreign investors experienced erosion of their investment
returns in the region. In addition, many European countries rely
heavily upon export dependent businesses and any strength in the
exchange rate between the euro and the dollar can have either a
positive or a negative effect upon corporate profits.
GERMANY. The German economy is heavily industrialized, with a
strong emphasis on manufacturing and exports. Therefore, Germany's
economic growth is heavily dependent on the prosperity of its trading
partners and on currency exchange rates. Germany is closely tied to a
number of Eastern European emerging market economies and weakness in
these economies will likely dampen demand for German exports. Germany
continues to struggle with its incorporation of former East Germany
and the country as a whole faces high labor costs and high
unemployment.
FRANCE. In recent years, the country's economic growth has been hit
by a series of general strikes. France's strong labor unions reacted
negatively to government cuts driven by the country's effort to meet
EMU membership criteria. Recently, unions have demanded a lower
retirement age and a shorter work week. Economic growth also is
limited by the country's pay-as-you-go pension system; spending on
pensions accounts for about 10% of GDP.
NORDIC COUNTRIES. Faced with stronger global competition, the
Nordic countries - Norway, Finland, Denmark, and Sweden - have had to
scale down their historically generous welfare programs, resulting in
drops in domestic demand and increased unemployment. Major industries
in the region, such as forestry, agriculture, and oil, are heavily
resource dependent and face pressure as a result of high labor costs.
Pension reform, union regulation, and further cuts in liberal social
programs will likely need to be addressed as the Nordic countries face
increased international competition.
UNITED KINGDOM. The United Kingdom (UK) continues to be overtly
less enthusiastic about EMU than other countries in Europe and has not
committed itself to joining the euro. While the UK views independence
from the EMU as a competitive advantage, the country may not benefit
from its independence if economic conditions on the continent improve.
If the continental European stock markets make more compelling
prospects for economic growth, there is concern that the UK market may
lag its European counterparts.
EASTERN EUROPE. Investing in the securities of Eastern European
issuers is highly speculative and involves risks not usually
associated with investing in the more developed markets of Western
Europe.
The economies of the Eastern European nations are embarking on the
transition from communism at different paces with appropriately
different characteristics. Most Eastern European markets suffer from
thin trading activity, dubious investor protections, and often, a
dearth of reliable corporate information. Information and transaction
costs, differential taxes, and sometimes political or transfer risk
give a comparative advantage to the domestic investor rather than the
foreign investor. In addition, these markets are particularly
sensitive to political, economic, and currency events in Russia and
have recently suffered heavy losses as a result of their trading and
investment links to the troubled Russian economy and currency.
SPECIAL CONSIDERATIONS REGARDING JAPAN
Fueled by public investment, protectionist trade policies, and
innovative management styles, the Japanese economy has transformed
itself since World War II into the world's second largest economy.
Despite its impressive history, investors face special risks when
investing in Japan.
ECONOMIC. Since Japan's bubble economy collapsed eight years ago,
the nation has drifted between modest growth and recession. By
mid-year 1998, the world's second largest economy had slipped into its
deepest recession since World War II. Much of the blame can be placed
on government inaction in implementing long-neglected structural
reforms despite strong and persistent prodding from the International
Monetary Fund and the G7 member nations. Steps have been taken to
deregulate and liberalize protected areas of the economy, but the pace
of change has been disappointedly slow.
The most pressing need for action is the daunting task of
overhauling the nation's financial institutions and securing public
support for taxpayer-funded bailouts. Banks, in particular, must
dispose of their huge overhang of bad loans and trim their balance
sheets in preparation for greater competition from foreign
institutions as more areas of the financial sector are opened.
Successful financial sector reform would allow Japan's financial
institutions to act as a catalyst for economic recovery at home and
across the troubled Asian region.
FOREIGN TRADE. Much of Japan's economy is dependent upon
international trade. The country is a leading exporter of automobiles
and industrial machinery as well as industrial and consumer
electronics. While the United States is Japan's largest single trading
partner, close to half of Japan's trade is conducted with developing
nations, almost all of which are in Southeast Asia. For the past two
years, Southeast Asia's economies have been mired in economic
stagnation causing a steep decline in Japan's exports to the area.
Japan's hope for economic recovery and renewed export growth is
largely dependent upon the pace of economic recovery in Southeast
Asia.
NATURAL RESOURCE DEPENDENCY. An island nation with limited natural
resources, Japan is also heavily dependent upon imports of essential
products such as oil, forest products, and industrial metals.
Accordingly, Japan's industrial sector and domestic economy are highly
sensitive to fluctuations in international commodity prices. In
addition, many of these commodities are traded in U.S. dollars and any
strength in the exchange rate between the yen and the dollar can have
either a positive or a negative effect upon corporate profits.
NATURAL DISASTERS. The Japanese islands have been subjected to
periodic natural disasters including earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial economic
disruption upon the nation's populace and industries.
SPECIAL CONSIDERATIONS REGARDING ASIA PACIFIC REGION (EX JAPAN)
Many countries in the region have historically faced political
uncertainty, corruption, military intervention, and social unrest.
Examples include the ethnic, sectarian, and separatist violence found
in Indonesia, and the nuclear arms threats between India and Pakistan.
To the extent that such events continue in the future, they can be
expected to have a negative effect on economic and securities market
conditions in the region.
ECONOMIC. The economic health of the region depends, in great part,
on each country's respective ability to carry out fiscal and monetary
reforms and its ability to address the International Monetary Fund's
mandated benchmarks. The majority of the countries in the region can
be characterized as either developing or newly industrialized
economies, which tend to experience more volatile economic cycles than
developed countries. In addition, a number of countries in the region
have historically faced hyperinflation, a deterrent to productivity
and economic growth.
CURRENCY. For U.S. investors, investing in any currency entails an
additional risk that is not faced when investing in the domestic
market. Some countries in the region may impose restrictions on
converting local currency, effectively preventing foreigners from
selling assets and repatriating funds. While flexible exchange rates
through most of the region should allow greater control of domestic
liquidity conditions, the region's currencies generally face
above-average volatility with potentially negative implications for
economic and security market conditions.
NATURAL DISASTERS. The Asia Pacific region has been subjected to
periodic natural disasters such as earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial economic
disruption upon the populace and industry of the countries in that
region.
CHINA AND HONG KONG. As with all transition economies, China's
ability to develop and sustain a credible legal, regulatory, monetary,
and socioeconomic system could influence the course of outside
investment. Hong Kong is closely tied to China, economically and
through China's 1997 acquisition of the country as a Special
Autonomous Region (SAR). Hong Kong's success depends, in large part,
on its ability to retain the legal, financial and monetary systems
that allow economic freedom and market expansion.
PORTFOLIO TRANSACTIONS
PORTFOLIO TRANSACTIONS OF FOUR-IN-ONE INDEX FUND
All orders for the purchase or sale of portfolio securities (normally,
shares of the underlying Fidelity funds) are placed on behalf of
Four-in-One Index by Strategic Advisers, either itself or through its
affiliates, pursuant to authority contained in Four-in-One Index's
management contract. Four-in-One Index will not incur any commissions
or sales charges when it invests in underlying Fidelity funds, but it
may incur such costs if it invests directly in other types of
securities.
S trategic Advisers is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, Strategic Advisers c onsiders various
relevant factors, including, but not limited to: the size and type of
the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and
the reasonableness of any commissions .
Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.
Futures transactions are executed and cleared through FCMs who
receive commissions for their services.
Four-in-One Index m ay execute portfolio transactions with
broker-dealers who provide research and execution services to the
fun d or other investment accounts over which Strategic
Adviser s or its affiliates exercise investment
discretion. Such services may include advice concerning the value of
securities; the advisability of investing in, purchasing, or selling
securities; and the availability of securities or the purchasers or
sellers of securities. In addition, such broker-dealers may furnish
analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and performance of
investment accounts; and effect securities transactions and perform
functions incidental thereto (such as clearance and settlement).
The selection of such broker-dealers for transactions in equity
securitie s is generally made by Strategic Advisers (to
the extent possible consistent with execution considerations) in
accordance with a ranking of broker-dealers determined periodically by
Strategic Advisers' investment staff based upon the quality of
research and execution services provided.
For transactions in fixed-income securities, Strategic
Advisers' selection of broker-dealers is generally based on the
availability of a security and its price and, to a lesser extent, on
the overall quality of execution and other services, including
research, provided by the broker-dealer .
The receipt of research from broker-dealers that execute transactions
on behalf of Four-in-One Inde x may be useful to Strategic
Adviser s in rendering investment management services to that
fund or its other clients, and conversely, such research provided by
broker-dealers who have executed transaction orders on behalf of other
Strategic Adviser s clients may be useful to Strategic Advisers
in carrying out its obligations to a fund. The receipt of such
research has not reduced Strategic Advise rs ' normal independent
research activities; however, it enables Strategic Adviser s to
avoid the additional expenses that could be incurred if Strategic
Adviser s tried to develop comparable information through its
own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities laws, the
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause the fund to pay such higher
commissions, Strategic Advisers 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
Strategic Advisers' overall responsibilities to that fund or its
other clients. In reaching this determination, Strategic
Advisers 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.
To the extent permitted by applicable law, Strategic Adviser s is
authorized to allocate portfolio transactions in a manner that
takes into account assistance received in the distribution of shares
of the fun d or other Fidelity funds and to use the research
services of brokerage and other firms that have provided such
assistance. Strategic Adviser s may use research services
provided by and 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 .
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.
The Trustees of the fund periodically review Strategic Advisers '
performance of its responsibilities in connection with the
placement of portfolio transactions on behalf of the fund and
review the commissions paid by the fund over representative periods of
time to determine if they are reasonable in relation to the benefits
to the fund.
For the fiscal period ended February 29, 2000, the fund's portfolio
turnover rate was 4% (annualized).
The fund may pay both commissions and spreads in connection with
the placement of portfolio transactions. For the fiscal year ended
February 29, 2000, the fund paid no brokerage commissions.
During the fiscal year ended February 29, 2000, the fund paid no
brokerage commissions to firms for providing research services.
PORTFOLIO TRANSACTIONS OF THE UNDERLYING FIDELITY FUNDS
All orders for the purchase or sale of portfolio securities are
placed on behalf of each fund by FMR or BT pursuant to authority
contained in the management contract and sub-advisory agreement. FMR
or BT is also responsible for the placement of transaction orders for
other investment companies and investment accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
or BT considers various relevant factors, including, but not limited
to: the size and type of the transaction; the nature and character of
the markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
broker-dealer firm; the broker-dealer's execution services rendered on
a continuing basis; the reasonableness of any commissions; and, if
applicable, arrangements for payment of fund expenses.
If FMR grants investment management authority to a sub-adviser,
that 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 above.
Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.
Futures transactions are executed and cleared through FCMs who
receive commissions for their services.
Each fund may execute portfolio transactions with broker-dealers
who provide research and execution services to the fund or other
investment accounts over which FMR or BT or their affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).
The selection of such broker-dealers for transactions in equity
securities is generally made by BT (to the extent possible consistent
with execution considerations) in accordance with a ranking of
broker-dealers determined periodically by BT's investment staff based
upon the quality of research and execution services provided.
For transactions in fixed-income securities, FMR's or BT's
selection of broker-dealers is generally based on the availability of
a security and its price and, to a lesser extent, on the overall
quality of execution and other services, including research, provided
by the broker-dealer.
The receipt of research from broker-dealers that execute
transactions on behalf of a fund may be useful to FMR or BT in
rendering investment management services to that fund or its other
clients, and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other FMR or BT clients
may be useful to FMR or BT in carrying out its obligations to a fund.
The receipt of such research has not reduced FMR's or BT's normal
independent research activities; however, it enables FMR or BT to
avoid the additional expenses that could be incurred if FMR or BT
tried to develop comparable information through its own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer 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
or BT 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 or BT's overall responsibilities to
that fund or its other clients. In reaching this determination, FMR or
BT 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.
To the extent permitted by applicable law, FMR or BT is authorized
to allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR or BT may use
research services provided by and place agency transactions with NFSC
and 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. In
addition, BT may use research services provided by and place agency
transactions with BT Brokerage Corporation, BT Futures Corporation,
and Deutsche Bank Securities Inc., indirect subsidiaries of Deutsche
Bank AG, if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
FMR may allocate brokerage transactions to broker-dealers
(including affiliates of FMR) who have entered into arrangements with
FMR under which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that fund's
expenses. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits
members of national securities exchanges from executing exchange
transactions for investment accounts which they or their affiliates
manage, unless certain requirements are satisfied. Pursuant to such
requirements, the Board of Trustees has authorized NFSC to execute
portfolio transactions on national securities exchanges in accordance
with approved procedures and applicable SEC rules.
The Trustees of each fund periodically review FMR's or BT's
performance of its responsibilities in connection with the placement
of portfolio transactions on behalf of the fund and review the
commissions paid by the fund over representative periods of time to
determine if they are reasonable in relation to the benefits to the
fund.
FOUR-IN ONE INDEX FUND AND UNDERLYING FIDELITY FUNDS
The Trustees of the funds have approved procedures in conformity
with Rule 10f-3 under the 1940 Act whereby a fund may purchase
securities that are offered in underwritings in which an affiliate of
FMR participates. These procedures prohibit a fund from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the fund could purchase in the underwriting.
From time to time the Trustees will review whether the recapture
for the benefit of a fund of some portion of the brokerage commissions
or similar fees paid by the fund on portfolio transactions is legally
permissible and advisable. The funds seek to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
a fund to seek such recapture.
Although the Trustees and officers of Four-in-One Index are
substantially the same as those of the underlying Fidelity funds and
other funds managed by FMR or its affiliates, investment decisions for
Four-in-One Index are made independently from those of other funds or
investment accounts managed by FMR or its affiliates. It sometimes
happens that the same security is held in the portfolio of more than
one of these funds or investment accounts. Simultaneous transactions
are inevitable when several funds and investment accounts are managed
by the same investment adviser, or an affiliate thereof, particularly
when the same security is suitable for the investment objective of
more than one fund or investment account.
When two or more of Four-in-One Index and underlying Fidelity funds
are simultaneously engaged in the purchase or sale of the same
security, the prices and amounts are allocated in accordance with
procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other
cases, however, the ability of the funds to participate in volume
transactions will produce better executions and prices for the funds.
It is the current opinion of the Trustees that the desirability of
retaining Strategic Advisers or FMR as investment adviser to each of
Four-in-One Index and underlying Fidelity funds, as applicable,
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
The fund's net asset value per share (NAV) is the value of a single
share. The NAV of the fund is computed by adding the value of the
fund's investments, cash, and other assets, subtracting its
liabilities, and dividing the result by the number of shares
outstanding.
The assets of Four-in-One Index consist primarily of shares of the
underlying Fidelity funds, which are valued at their respective NAVs.
VALUATION OF UNDERLYING FIDELITY FUNDS
GROWTH FUNDS. Portfolio securities are valued by various methods
depending on the primary market or exchange on which they trade. Most
equity securities for which the primary market is the United States
are valued at last sale price or, if no sale has occurred, at the
closing bid price. Most equity securities for which the primary market
is outside the United States are valued using the official closing
price or the last sale price in the principal market in which they are
traded. If the last sale price (on the local exchange) is unavailable,
the last evaluated quote or closing bid price normally is used.
Securities of other open-end investment companies are valued at their
respective NAVs.
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service.
Futures contracts and options are valued on the basis of market
quotations, if available.
Independent brokers or quotation services provide prices of foreign
securities in their local currency. Fidelity Service Company, Inc.
(FSC) gathers all exchange rates daily at the close of the NYSE using
the last quoted price on the local currency and then translates the
value of foreign securities from their local currencies into U.S.
dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation
of NAV. If an event that is expected to materially affect the value of
a portfolio security occurs after the close of an exchange or market
on which that security is traded, then that security will be valued in
good faith by a committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.
The procedures set forth above need not be used to determine the value
of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.
TAXABLE BOND FUND. Portfolio securities are valued by various methods
depending on the primary market or exchange on which they trade.
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the fund may use various pricing
services or discontinue the use of any pricing service.
Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.
Independent brokers or quotation services provide prices of foreign
securities in their local currency. FSC gathers all exchange rates
daily at the close of the NYSE using the last quoted price on the
local currency and then translates the value of foreign securities
from their local currencies into U.S. dollars. Any changes in the
value of forward contracts due to exchange rate fluctuations and days
to maturity are included in the calculation of NAV. If an event that
is expected to materially affect the value of a portfolio security
occurs after the close of an exchange or market on which that security
is traded, then that security will be valued in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.
The procedures set forth above need not be used to determine the value
of the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.
PERFORMANCE
Four-in-One Index and the underlying Fidelity funds may quote
performance in various ways, and Four-in-One Index may quote the
performance of various underlying Fidelity funds. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. The share price of a bond or
equity fund, the yield of a bond fund, and return fluctuate in
response to market conditions and other factors, and the value of an
equity or bond fund's shares when redeemed may be more or less than
their original cost. The following paragraphs describe how
yield and return are calculated by Four-in-One Index and the
underlying Fidelity funds.
YIELD CALCULATIONS (BOND FUND). Yields for the fund are computed by
dividing the fund's interest and dividend income for a given 30-day or
one-month period, net of expenses, by the average number of shares
entitled to receive distributions during the period, dividing this
figure by the fund's NAV at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Income is calculated for purposes of yield
quotations in accordance with standardized methods applicable to all
stock and bond funds . I n general, interest income is reduced
with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and
is increased with respect to bonds trading at a discount by adding a
portion of the discount to daily income. For the fund's investments
denominated in foreign currencies, income and expenses are calculated
first in their respective currencies, and then are converted to U.S.
dollars, either when they are actually converted or at the end of the
30-day or one month period, whichever is earlier. Income is
adjusted to reflect gains and losses from principal repayments
received by a fund with respect to mortgage-related securities and
other asset-backed securities. Other capital gains and losses
generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income calculated for the purposes of calculating the fund's yield
differs from income as determined for other accounting purposes.
Because of the different accounting methods used, and because of the
compounding of income assumed in yield calculations, the fund's yield
may not equal its distribution rate, the income paid to an
investor's account, or the income reported in the fund's financial
statements.
Yield information may be useful in reviewing the fund's performance
and in providing a basis for comparison with other investment
alternatives. However, the fund's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.
Investors should recognize that in periods of declining interest rates
the fund's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates the fund's yield
will tend to be somewhat lower. Also, when interest rates are falling,
the inflow of net new money to the fund from the continuous sale of
its shares will likely be invested in instruments producing lower
yields than the balance of the fund's holdings, thereby reducing the
fund's current yield. In periods of rising interest rates, the
opposite can be expected to occur.
RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a fund's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a fund's NAV over a
stated period but do not include the effect of Four-in-One Index's and
the underlying Fidelity Stock Index Funds' annual index account fee. A
cumulative return reflects actual performance over a stated period of
time. Average annual returns are calculated by determining the growth
or decline in value of a hypothetical historical investment in a fund
over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate
of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an
average annual return of 7.18%, which is the steady annual rate of
return that would equal 100% growth on a compounded basis in ten
years. Average annual returns covering periods of less than one year
are calculated by determining a fund's return for the period,
extending that return for a full year (assuming that return remains
constant over the year), and quoting the result as an annual return.
While average annual returns are a convenient means of comparing
investment alternatives, investors should realize that a fund's
performance is not constant over time, but changes from year to year,
and that average annual returns represent averaged figures as opposed
to the actual year-to-year performance of a fund.
In addition to average annual returns, a fund may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of
these factors and their contributions to return. Returns may be quoted
on a before-tax or after-tax basis. After-tax returns reflect the
return of a hypothetical account after payment of federal and/or state
taxes using assumed tax rates. After-tax returns may assume that taxes
are paid at the time of distribution or once a year or are paid in
cash or by selling shares, that shares are held through the entire
period, sold on the last day of the period, or sold at a future date,
and distributions are reinvested or paid in cash. Returns may or
may not include the effect of a fund's short-term trading fee or
the effect of a fund's index account fee. Excluding a fund's
short-term trading fee or index account fee from a return calculation
produces a higher return figure. Returns , yields and other
performance information may be quoted numerically or in a table,
graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a fund's NAVs, adjusted NAVs,
and benchmark indexes may be used to exhibit performance. An adjusted
NAV includes any distributions paid by a fund and reflects all
elements of its return. Unless otherwise indicated, a fund's adjusted
NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. A growth fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving
average is the average of each day's adjusted closing NAV for a
specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving
averages for a specified period to produce indicators showing when an
NAV has crossed, stayed above, or stayed below its moving average.
On February 25, 2000, the 13-week long-term moving average was
$26.99 for Four-in-One Index.
H ISTORICAL FUND RESULTS. The following table shows the fund's
return for the fiscal period ended February 29, 2000.
Returns do not include the effect of the fund's 0.50% short-term
trading fee, applicable to shares held less than 90 days.
Cumulative Returns
Fund Life of Fund*
Fund Life of Fund*
Four-in-One Index 9.24%
* From June 29, 1999 (commencement of operations).
Note: If Strategic Advisers had not reimbursed certain fund
expenses during these periods, the fund's return would have been
lower.
HISTORICAL FUND RESULTS - UNDERLYING FIDELITY FUNDS. The following
table shows the underlying Fidelity funds' 30-day yield and/or return
for the fiscal periods ended February 29, 2000. Returns do not include
the effect of a fund's short-term trading fee.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Returns Cumulative Returns
Thirty-Day Yield One Year Five Years Life of Fund One Year Five Years
Spartan 500 Index Fund N/A 11.53% 24.81% 17.59%* 11.53% 202.87%
Spartan Extended
Market Index N/A 57.35% N/A 24.68%** 57.35% N/A
Fund
Spartan International
Index N/A 27.08% N/A 19.15%** 27.08% N/A
Fund
Fidelity U.S. Bond
Index Fund 7.05% 1.03% 6.92% 8.01%*** 1.03% 39.74%
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Life of Fund
Spartan 500 Index Fund 404.92%*
Spartan Extended Market Index 66.73%**
Fund
Spartan International Index 50.10%**
Fund
Fidelity U.S. Bond Index Fund 115.79%***
</TABLE>
* From March 6, 1990 (commencement of operations).
** From November 5, 1997 (commencement of operations).
*** From March 8, 1990 (commencement of operations).
Note: If FMR had not reimbursed certain underlying Fidelity fund
expenses during these periods, each fund's returns would have been
lower.
The performance data relating to the underlying Fidelity funds set
forth above is not indicative of future performance of either the
underlying Fidelity funds or Four-in-One Index.
INDEX RESULTS. The following table shows the record of the S&P 500,
the Wilshire 4500, the MSCI EAFE and the Lehman Brothers Aggregate
Bond Index over the ten years ended February 29, 2000.
S&P 500 Wilshire 4500 MSCI EAFE Lehman Brothers Aggregate
Bond Index
2000 11.73% 60.97% 25.70% 1.11%
1999 19.74 -1.64 5.19 6.27
1998 35.01 31.99 15.73 10.37
1997 26.16 13.51 3.28 5.35
1996 34.70 32.28 16.85 12.24
1995 7.36 1.11 -4.45 1.78
1994 8.34 15.55 39.18 5.40
1993 10.65 7.01 -4.12 12.18
1992 15.99 30.29 -7.43 12.80
1991 14.67 7.04 -2.30 12.22
The following table shows the income and capital elements of
Four-in-One Index's cumulative return. The table compares the fund's
return to the record of the S&P 500, the Dow Jones Industrial
Average (DJIA), and the cost of living, as measured by the Consumer
Price Index (CPI), over the same period. The S&P 500 and DJIA
comparisons are provided to show how the fund's return compared
to the record of a market capitalization-weighted index of
common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period. The fund has the
ability to invest in securities not included in either index, and its
investment portfolio may or may not be similar in composition to the
indexes. The S&P 500 and DJIA returns are based on the prices of
unmanaged groups of stocks and, unlike the fund's returns, do not
include the effect of brokerage commissions or other costs of
investing.
During the period from June 29, 1999 (commencement of operations)
to February 29, 2000, a hypothetical $10,000 investment in Four-in-One
Index would have grown to $10,924, assuming all distributions were
reinvested. Returns are based on past results and are not an
indication of future performance. Tax consequences of different
investments have not been factored into the figures below.
<TABLE>
<CAPTION>
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FIDELITY FOUR-IN-ONE INDEX FUND
Fiscal Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions
2000* $ 10,828 $ 96 $ 0 $ 10,924
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY FOUR-IN-ONE INDEX FUND INDEXES
Fiscal Period Ended S&P 500 DJIA Cost of Living**
2000* $ 10,194 $ 9,460 $ 10,211
</TABLE>
* From June 29, 1999 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in the
fund on June 29, 1999, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $10,096. If distributions had not
been reinvested, the amount of distributions earned from the fund over
time would have been smaller, and cash payments for the period would
have amounted to $96 for dividends and $0 for capital gain
distributions. The figures in the table do not include the effect of
the fund's 0.50% short-term trading fee applicable to shares held less
than 90 days.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipp er Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. In addition to the mutual fund rankings, a
fund's performance may be compared to stock, bond, and money market
mutual fund performance indexes prepared by Lipper or other
organizations. When comparing these indexes, it is important to
remember the risk and return characteristics of each type of
investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
A fund's performance may also be compared to that of the benchmark
index representing the universe of securities in which the fund may
invest. The return of each index reflects reinvestment of all
dividends and capital gains paid by securities included in each
index. Unlike a fund's returns, however, each index's returns
do not reflect brokerage commissions, transaction fees, or other costs
of investing directly in the securities included in the index.
The performance of Four-in-One Index Fund may be compared to the
performance of the target asset allocation composite index (Composite
Index). The Composite Index is a representation of the performance of
the indexes to which the underlying funds seek to correspond and is
based on the target weightings of each underlying fund in Four-in-One
Index. The following indexes are used to calculate the Composite
Index: S&P 500, Wilshire 4500, MSCI EAFE, and Lehman Brothers
Aggregate Bond Index. The index weightings for the Composite Index are
as follows: S&P 500, 55%; Wilshire 4500, 15%; MSCI EAFE, 15%; and
Lehman Brothers Aggregate Bond Index, 15%.
S&P 500. The S&P 500 is a market capitalization-weighted index
of common stocks.
WILSHIRE 4500. The Wilshire 4500 is a market capitalization-weighted
index of approximately 6,500 U.S. equity securities.
MSCI EAFE. The MSCI EAFE is a market capitalization-weighted
index that is designed to represent the performance of developed stock
markets outside the United States and Canada. As of February 29, 2000,
the index included over 960 equity securities of companies
domiciled in 20 countries. The index returns for the EAFE for
the periods after January 1, 1997, are adjusted for tax withholding
rates applicable to U.S.-based mutual funds organized as Massachusetts
business trusts. Effective October 1, 1998, the country of Malaysia
was removed from this index. The index returns reflect the inclusion
of Malaysia prior to October 1, 1998.
LEHMAN BROTHERS AGGREGATE BOND INDEX. The Lehman Brothers Aggregate
Bond Index is a market value-weighted index for investment-grade
fixed-rate debt issues, including government, corporate, asset-backed,
and mortgage-backed securities. Issues included in the index have an
outstanding par value of at least $ 100 million and maturities
of at least one year. Government and corporate issues include all
public obligations of the U.S. Treasury (excluding flower bonds and
foreign-targeted issues) and U.S. Government agencies, as well as
nonconvertible investment-grade, SEC-registered corporate debt.
Mortgage-backed securities include 15- and 30-year fixed-rate
securities backed by mortgage pools of the Government National
Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation
(FHLMC), and Fannie Mae. Asset-backed securities include credit card,
auto, and home equity loans.
The S&P 500, the Wilshire 4500, the MSCI EAFE, the Lehman Brothers
Aggregate Bond Index, and the Composite Index include reinvestment of
income or dividends, as appropriate, and are based on the prices of
unmanaged groups of stocks or fixed-income obligations, as
appropriate. Unlike a fund's returns, the indexes do not include the
effect of paying brokerage commissions, spreads, or other costs of
investing. Unlike the Composite Index, the fund invests in underlying
Fidelity funds. Unlike the Composite Index, the performance of the
fund and the underlying Fidelity funds includes the effect of paying
brokerage commissions, spreads, the respective operating expenses
(such as transfer agency expenses and management fees) of the fund
and the underlying Fidelity funds , and other costs of
investing . Strategic Advisers intends to manage the fund to
remain close to its target asset allocation. The index weightings of
the Composite Index are S&P 500, 55%; Wilshire 4500, 15%; MSCI EAFE,
15%; and Lehman Brothers Aggregate Bond Index, 15%. The fund's
target asset allocation may vary from the index weightings of the
Composite Index. The performance of the fund may differ significantly
from the performance of the Composite Index. The performance of the
Composite Index is not indicative of future performance of the fund or
of the underlying Fidelity funds. Historical results are used for
illustrative purposes only and do not reflect the past or future
performance of the fund.
The following table represents the Composite Index's fiscal
year-to-year performance.
Composite Index
2000 18.82%
1999 12.53%
1998 27.92%
1997 17.53%
1996 28.12%
1995 3.82%
1994 13.39%
1993 8.21%
1992 13.91%
1991 11.11%
Four-in-One Index may compare its performance to that of the S&P
500, a market capitalization-weighted index of common stocks.
Four-in-One Index may compare its performance to that of the
Wilshire 4500, a market capitalization-weighted index of approximately
6,500 U.S. equity securities. The performance of this index over any
period since its inception may be quoted in fund advertising.
Four-in-One Index may compare its performance to that of the MSCI
EAFE, a market capitalization-weighted index that is designed to
represent the performance of developed stock markets outside the
United States and Canada. As of February 29, 2000, the index included
over 960 equity securities of companies domiciled in 20 countries. The
index returns for the MSCI EAFE for the periods after January 1, 1997,
may be adjusted for tax withholding rates applicable to U.S.-based
mutual funds organized as Massachusetts business trusts. Effective
October 1, 1998, the country of Malaysia was removed from this index.
The index returns reflect the inclusion of Malaysia prior to October
1, 1998. The performance of this index over any period since its
inception may be quoted in fund advertising.
Four-in-One Index may also compare its performance to the Lehman
Brothers Aggregate Bond Index, a market value-weighted index for
investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of GNMA, FHLMC, and
Fannie Mae. Asset-backed securities include credit card, auto, and
home equity loans.
A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee an investor's
principal or return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.
A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare a fund's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data.
MOMENTUM INDICATORS indicate a fund's price movements over specific
periods of time. Each point on the momentum indicator represents a
fund's percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.
As of February 29, 2000 , FMR advised over $ 35 billion in
municipal fund assets, $ 141 billion in taxable fixed-income
fund assets, $ 148 billion in money market fund assets,
$638 billion in equity fund assets, $ 23 billion in
international fund assets, and $ 42 billion in Spartan fund
assets. The fund may reference the growth and variety of money market
mutual funds and the adviser's innovation and participation in the
industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the
purpose of researching and managing investments abroad.
Four-in-One Index may reference, illustrate, or discuss the
performance of the underlying Fidelity funds .
A DDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
The fund may make redemption payments in whole or in part in
readily marketable securities or other property, valued for this
purpose as they are valued in computing the fund's NAV, if FMR
determines it is in the best interests of the fund. Shareholders
that receive securities or other property on redemption may
realize a gain or loss for tax purposes, and will incur any costs of
sale, as well as the associated inconveniences.
DISTRIBUTIONS AND TAXES
DIVIDENDS. A portion of Four-in-One Index's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that Four-in-One Index's income is derived from qualifying
dividends or from the qualifying portion of dividends from an
underlying Fidelity fund. For Four-in-One Index and for those
underlying Fidelity funds that may earn other types of income that do
not qualify for the dividends-received deduction available to
corporate shareholders, such as interest, short-term capital gains
(including short-term capital gains distributed by an underlying
Fidelity fund as a dividend as well as short-term capital gains earned
on the sale of underlying Fidelity fund shares or other securities),
and non-qualifying dividends, the percentage of fund dividends that
qualifies for the deduction generally will be less than 100%. A
portion of Four-in-One Index's dividends derived from certain U.S.
Government securities, including the portion of dividends from an
underlying Fidelity fund derived from certain U.S. Government
securities, and securities of certain other investment companies may
be exempt from state and local taxation.
CAPITAL GAIN DISTRIBUTIONS. Four-in-One Index's long-term capital gain
distributions, including amounts attributable to an underlying
Fidelity fund's long-term capital gain distributions, are federally
taxable to shareholders generally as capital gains.
RETURNS OF CAPITAL. If the fund's distributions exceed its taxable
income and capital gains realized during a taxable year, all or a
portion of the distributions made in the same taxable year may be
recharacterized as a return of capital to shareholders. A return of
capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the fund and result in a higher
reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.
TAX STATUS OF THE FUNDS. Four-in-One Index intends to qualify each
year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code so that it will not be liable for federal tax on
income and capital gains distributed to shareholders. In order to
qualify as a regulated investment company, and avoid being subject to
federal income or excise taxes at the fund level, Four-in-One Index
intends to distribute substantially all of its net investment income
and net realized capital gains within each calendar year as well as on
a fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting Four-in-One Index and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of the fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether Four-in-One Index is suitable to their particular
tax situation.
TRUSTEES AND OFFICERS
The Trustees, Member of the Advisory Board , and executive
officers of the trust and fund, as applicable , are listed
below. The Board of Trustees governs Four-in-One Index and is
responsible for protecting the interests of shareholders. The Trustees
are experienced executives who meet periodically throughout the year
to oversee Four-in-One Index's activities, review contractual
arrangements with companies that provide services to Four-in-One
Index, and review Four-in-One Index's performance. Except as
indicated, each individual has held the office shown or other offices
in the same company for the last five years. All persons named as
Trustees and Members of the Advisory Board also serve in similar
capacities for other funds advised by FMR or its affiliates, including
the underlying Fidelity funds. If the interests of Four-in-One Index
and an underlying Fidelity fund were to diverge, a conflict of
interest could arise and affect how the Trustees and Member of the
Advisory Board fulfill their fiduciary duties to the affected funds.
Strategic Advisers has structured Four-in-One Index to avoid these
potential conflicts, although there may be situations where a conflict
of interest is unavoidable. In such instances, Strategic
Advisers , the Trustees and Member of the Advisory Board would
take reasonable steps to minimize and, if possible, eliminate the
conflict. The business address of each Trustee, Member of the
Advisory Board, and officer who is an "interested person" (as
defined in the 1940 Act) is 82 Devonshire Street, Boston,
Massachusetts 02109, which is also the address of FMR. The business
address of all the other Trustees is Fidelity Investments(registered
trademark), P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with the trust, Strategic Advisers, or FMR are indicated by an
asterisk (*).
*EDWARD C. JOHNSON 3d ( 69 ), Trustee, is President of
Fidelity Four-in-One Index Fund. 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 (1988) 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).
J. MICHAEL COOK (57), Member of the Advisory Board (2000). 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 the Dow Chemical Company
(2000), Columbia/HCA Healthcare Corporation (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, a Director of the National Forum for Health Care Quality,
Measurement and Reporting, past chairman and a member of the Board of
Catalyst (a leading organization for the advancement of women in
business), and is 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.
R ALPH F. COX ( 67 ), Trustee, is President of RABAR
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 I nc. (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), Trustee. Mrs. Davis is retired from
Avon Products, 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 Brand s, 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 ), Trustee (1997), is a consultant, author,
and 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 Directo r o f 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
Americ a.
D ONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995)
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).
NED C. LAUTENBACH (56), Trustee (2000), has been a partner of
Clayton, Dubilier & 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 ), Trustee, is Vice Chairman and a
Director 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(registered trademark) 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 ), Trustee (1997), is the Interim
Chancellor for the 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).
GERALD C. McDONOUGH (71 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director and
Chairman of the Board o f York International Corp. (air
conditioning and refrigeration), Commercial Intertech Corp. (hydraulic
systems, building systems, and metal products, 1992), CUNO, Inc.
(liquid and gas filtration products, 1996), and Associated Estates
Realty Corporation (a real estate investment trust, 1993). Mr.
McDonough served as a Director of ACME-Cleveland Corp. (metal working,
telecommunications, and electronic products) from 1987-1996 and
Brush-Wellman Inc. (metal refining) from 1983-1997.
MARVIN L. MANN ( 66 ), Trustee (1993), is Chairman Emeritus of
Lexmark 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 (53), Trustee (1997), is Senior Vice President of
Fidelity Four-in-One Index Fund. 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.
THOMAS R. WILLIAMS ( 71 ), Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of National Life Insurance Company of Vermont and American
Software, Inc. Mr. Williams was previously a Director of ConAgra,
Inc. (agricultural products), Georgia Power Company (electric
utility), and Avado, Inc. (restaurants) .
ROBERT A. LAWRENCE (47), is Vice President of Fidelity Four-in-One
Index Fund. Mr. Lawrence serves as Vice President of certain High
Income Bond Funds (2000), Vice President of Fidelity Real Estate High
Income Fund (1995) and Fidelity Real Estate High Income Fund II
(1996), Vice President of certain Equity Funds (1997), and Senior Vice
President of FMR (1993).
JENNIFER G. FARRELLY (35), is Vice President of Fidelity Four-in-One
Index Fund (1999). Prior to her current responsibilities, Ms. Farrelly
managed a variety of Fidelity funds.
ERIC D. ROITER (51), is Secretary of Fidelity Four-in-One Index
Fund. He also serves as Secretary of other Fidelity funds (1998); Vice
President, General Counsel, and Clerk of FMR (1998); and Vice
President and Clerk of FDC (1998). Prior to joining Fidelity, Mr.
Roiter was with the law firm of Debevoise & Plimpton, as an associate
(1981-1984) and as a partner (1985-1997), and served as an Assistant
General Counsel of the U.S. Securities and Exchange Commission
(1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at
Columbia University Law School (1996-1997).
ROBERT A. DWIGHT (41), is Treasurer of Fidelity Four-in-One Index
Fund (2000). Mr. Dwight also serves as Treasurer of other Fidelity
funds (2000), and is an employee of FMR. Prior to becoming Treasurer
of the Fidelity funds, he served as President of Fidelity Accounting
and Custody Services (FACS). Before joining Fidelity, Mr. Dwight was
Senior Vice President of fund accounting operations for The Boston
Company.
MARIA F. DWYER (41), is Deputy Treasurer of Fidelity Four-in-One
Index Fund (2000). She also serves as Deputy Treasurer of other
Fidelity Funds (2000) and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management.
MATTHEW N. KARSTETTER (38), is Deputy Treasurer of Fidelity
Four-in-One Index Fund. He also serves as Deputy Treasurer of other
Fidelity funds (1998) and is an employee of FMR (1998). Before joining
FMR, Mr. Karstetter served as Vice President of Investment
Accounting and Treasurer of IDS Mutual Funds at American Express
Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter was Vice
President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).
JOHN H. COSTELLO ( 53 ), is Assistant Treasurer of
Fidelity Four-in-One Index Fund. Mr. Costello also serves as Assistant
Treasurer of other Fidelity funds and is an employee of FMR.
The following table sets forth information describing the
compensation of each Trustee and Member of the Advisory Board of the
fund for his or her services for the fiscal year ended February 29,
2000, or calendar year ended December 31, 1999, as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C>
Trustees and Member of the Aggregate Compensation from Total Compensation from the
Advisory Board Four-in-One IndexB,+ Fund Complex*,A
Edward C. Johnson 3d** $ 0 $ 0
J. Michael Cook***** $ 0 $ 0
Ralph F. Cox $ 34 $ 217,500
Phyllis Burke Davis $ 34 $ 211,500
Robert M. Gates $ 33 $ 217,500
E. Bradley Jones**** $ 21 $ 217,500
Donald J. Kirk $ 35 $ 217,500
Ned C. Lautenbach*** $ 31 $ 54,000
Peter S. Lynch** $ 0 $ 0
William O. McCoy $ 33 $ 214,500
Gerald C. McDonough $ 43 $ 269,000
Marvin L. Mann $ 35 $ 217,500
Robert C. Pozen** $ 0 $ 0
Thomas R. Williams $ 34 $ 213,000
</TABLE>
* Information is for the calendar year ended December 31, 1999 for
236 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** During the period from October 14, 1999 through December 31,
1999, Mr. Lautenbach served as a Member of the Advisory Board.
Effective January 1, 2000, Mr. Lautenbach serves as a Member of the
Board of Trustees.
**** 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.
+ Estimated
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.
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.
As of February 29, 2000, the Trustees and officers of the fund
owned, in the aggregate, less than 1% of the fund's total outstanding
shares.
CONTROL OF INVESTMENT ADVISERS
FMR Corp., organized in 1972, is the ultimate parent company of FMR
and Strategic Advisers. The voting common stock of FMR Corp. is
divided into two classes. Class B is held predominantly by members of
the Edward C. Johnson 3d family and is entitled to 49% of the vote on
any matter acted upon by the voting common stock. Class A is held
predominantly by non-Johnson family member employees of FMR Corp. and
its affiliates and is entitled to 51% of the vote on any such matter.
The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Under the 1940 Act, control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting
common stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the 1940 Act, to
form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
The fund, FMR, Strategic Advisers, and Fidelity Distributors
Corporation (FDC) have adopted a code of ethics under Rule 17j-1 of
the 1940 Act that sets forth employees' fiduciary responsibilities
regarding the fund, establishes procedures for personal investing, and
restricts certain transactions. Employees subject to the code of
ethics, including Fidelity investment personnel, may invest in
securities for their own investment accounts, including securities
that may be purchased or held by the fund.
MANAGEMENT CONTRACT
Four-in-One Index has entered into a management contract with
Strategic Advisers, pursuant to which Strategic Advisers furnishes
investment advisory and other services.
MANAGEMENT SERVICES. Under the terms of its management contract with
the fund, Strategic Advisers acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies and
limitations. Strategic Advisers is authorized, in its discretion, to
allocate the fund's assets among the underlying Fidelity funds in
which the fund may invest. Strategic Advisers also provides the fund
with all necessary office facilities and personnel for servicing the
fund's investments and compensates all personnel of the fund or
Strategic Advisers performing services relating to research,
statistical and investment activities.
Strategic Advisers in turn has entered into an administration
agreement with FMR on behalf of Four-in-One Index. Under the terms of
the administration agreement, FMR or its affiliates provide the
management and administrative services (other than investment advisory
services) necessary for the operation of Four-in-One Index. These
services include providing facilities for maintaining the fund's
organization; supervising relations with custodians, transfer and
pricing agents, accountants, underwriters and other persons dealing
with the fund; preparing all general shareholder communications and
conducting shareholder relations; maintaining the fund's records and
the registration of the fund's shares under federal securities laws
and making necessary filings under state laws; developing management
and shareholder services for the fund; and furnishing reports,
evaluations and analyses on a variety of subjects to the Trustees.
MANAGEMENT-RELATED EXPENSES. Under the terms of Four-in-One Index's
management contract, Strategic Advisers, either itself or through an
affiliate, is responsible for payment of all operating expenses of
Four-in-One Index with certain exceptions. Under the terms of the
administration agreement, FMR pays all management and administrative
expenses (other than investment advisory expenses) for which Strategic
Advisers is responsible. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders, legal expenses, fees of the custodian and auditor, and
the fund's proportionate share of insurance premiums and Investment
Company Institute dues. The administration agreement 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 Four-in-One Index's transfer
agent agreement, the transfer agent bears the costs of providing these
services to existing shareholders. In addition, FMR compensates all
officers of the fund and all Trustees who are "interested persons" of
the trust, Strategic Advisers, or FMR. FMR also pays all fees
associated with transfer agent, dividend disbursing, and shareholder
services, pricing and bookkeeping services, and the cost of
administration of Four-in-One Index's securities lending program.
Four-in-One Index pays the following expenses: fees and expenses of
the non-interested Trustees, interest on borrowings, taxes, brokerage
commissions (if any), shareholder charges (if any) associated with
investing in the underlying Fidelity funds, and such nonrecurring
expenses as may arise, including costs of any litigation to which a
fund may be a party, and any obligation it may have to indemnify the
officers and Trustees with respect to litigation.
MANAGEMENT FEE. For the services of Strategic Advisers under the
management contract, Four-in-One Index pays Strategic Advisers a
monthly management fee at the annual rate of 0.10 % of its
average net assets throughout the month. The management fee paid to
Strategic Advisers by Four-in-One Index is reduced by an amount equal
to the fees and expenses paid by Four-in-One Index to the
non-interested Trustees.
For the services of FMR under the administration agreement, Strategic
Advisers pays FMR a monthly administration fee equal to the monthly
management fee received by Strategic Advisers from Four-in-One Index,
minus an amount equal to an annual rate of 0.02% of the fund's
average net assets throughout the month.
For the fiscal year ended February 29, 2000, the fund paid
Strategic Advisers management fees of $93,084, after reduction of fees
and expenses paid by Four-in-One Index to the non-interested Trustees.
In addition, for the fiscal year ended February 29, 2000, credits
reducing management fees amounted to $74.
Strategic Advisers may, from time to time, voluntarily reimburse all
or a portion of Four-in-One Index's operating expenses (exclusive of
interest, taxes, brokerage commissions, shareholder charges, and
extraordinary expenses), which is subject to revision or
discontinuance . Strategic Advisers retains the ability to be
repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year.
Expense reimbursements by Strategic Advisers will increase Four-in-One
Index's returns and repayment of the reimbursement by the fund will
lower its returns.
Strategic Advisers voluntarily agreed to reimburse Four-in-One
Index if and to the extent that its aggregate operating expenses,
including management fees, were in excess of an annual rate of its
average net assets. The table below shows the period of
reimbursement and levels of expense limitation; the dollar amount of
management fees incurred under the fund's contract before
reimbursement; and the dollar amount of management fees reimbursed by
Strategic Advisers under the expense reimbursement for the period.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Period of Expense Limitation Aggregate Operating Expense Fiscal Year Ended February 28
From To Limitation
Four-in-One Index June 30, 1999 February 28, 2000** 0.08% 2000**
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Management Fee Before Amount of Management Fee
Reimbursement Reimbursement
Four-in-One Index $ 93,084* $ 17,051
</TABLE>
* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.
** Fiscal year ended February 29.
DISTRIBUTION SERVICES
Four-in-One Index has entered into a distribution agreement with FDC,
an affiliate of Strategic Advisers and FMR. FDC is a broker-dealer
registered under the Securities Exchange Act of 1934 and is a member
of the National Association of Securities Dealers, Inc. The
distribution agreement calls for FDC to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the fund, which are continuously offered at NAV. Promotional and
administrative expenses in connection with the offer and sale of
shares are paid by Strategic Advisers or FMR.
The Trustees have approved a Distribution and Service Plan on behalf
of Four-in-One Index (the Plan) pursuant to Rule 12b-1 under the 1940
Act (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plan, as approved by the Trustees, allows Four-in-One Index, Strategic
Advisers and FMR to incur certain expenses that might be considered to
constitute indirect payment by the fund of distribution expenses.
Under the Plan, if the payment of management fees by Four-in-One Index
to Strategic Advisers, or the payment of administration fees by
Strategic Advisers to FMR out of the management fees, is deemed to be
indirect financing by the fund of the distribution of its shares, such
payment is authorized by the Plan. The Plan specifically recognizes
that Strategic Advisers or FMR may use its past profits or its other
resources, including management fees paid to Strategic Advisers by the
fund, or administration fees paid to FMR by Strategic Advisers out of
the management fees, to pay FDC for expenses incurred in connection
with providing services intended to result in the sale of Four-in-One
Index shares and/or shareholder support services. In addition, the
Plan provides that Strategic Advisers or FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for Four-in-One Index.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit Four-in-One Index and its shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by
Four-in-One Index other than those made to Strategic Advisers under
its management contract with the fund. To the extent that the Plan
gives Strategic Advisers, FMR and FDC greater flexibility in
connection with the distribution of fund shares, additional sales of
fund shares or stabilization of cash flows may result. Furthermore,
certain shareholder support services may be provided more effectively
under the Plan by local entities with whom shareholders have other
relationships.
The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from directly engaging in the
business of underwriting, selling or distributing securities.
FDC believes that the Glass-Steagall Act should not preclude a
bank from performing shareholder support services, or servicing and
recordkeeping functions. FDC intends to engage banks only to perform
such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks ,
as well as further judicial or administrative decisions or
interpretations, could prevent a bank from continuing to perform all
or a part of the contemplated services. If a bank were prohibited from
so acting, the Trustees would consider what actions, if any, would be
necessary to continue to provide efficient and effective shareholder
services. In such event, changes in the operation of the fund might
occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not
expected that shareholders would suffer any adverse financial
consequences as a result of any of these occurrences. In addition,
state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and banks and other
financial institutions may be required to register as dealers pursuant
to state law.
Four-in-One Index may execute portfolio transactions with, and
purchase securities issued by, depository institutions that receive
payments under the Plan. No preference for the instruments of such
depository institutions will be shown in the selection of investments.
FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.
TRANSFER AND SERVICE AGENT AGREEMENTS
Four-in-One Index has entered into a transfer agent agreement with
FSC, an affiliate of Strategic Advisers and FMR. Under the terms of
the agreement, FSC performs transfer agency, dividend disbursing, and
shareholder services for Four-in-One Index.
For providing transfer agency services, FSC receives no fees from
Four-in-One Index; however, each underlying Fidelity fund pays its
respective transfer, dividend disbursing, and shareholder servicing
agent (either FSC or an affiliate of FSC) fees based, in part, on the
number of accounts in and assets of Four-in-One Index invested in such
underlying Fidelity fund, subject to certain limitations.
FSC also collects Four-in-One Index's $10.00 index account fee from
certain accounts with balances of less than $10,000 at the time of the
December distribution.
In addition, FSC receives the pro rata portion of the transfer agency
fees applicable to shareholder accounts in a qualified state tuition
program (QSTP), as defined under the Small Business Job Protection Act
of 1996, managed by FMR or an affiliate, according to the percentage
of the QSTP's assets that is invested in the fund.
FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.
Four-in-One Index has also entered into a service agent agreement with
FSC. Under the terms of the agreement, FSC calculates the NAV and
dividends for Four-in-One Index, maintains Four-in-One Index's
portfolio and general accounting records, and administers Four-in-One
Index's securities lending program.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on Four-in-One Index's average daily net assets throughout
the month.
For administering the fund's securities lending program, FSC is
paid based on the number and duration of individual securities
loans.
FMR bears the cost of pricing and bookkeeping services and
administration of the securities lending program under the terms of
its administration agreement with Strategic Advisers.
DESCRIPTION OF THE FUND
TRUST ORGANIZATION. Fidelity Four-in-One Index Fund is a fund of
Fidelity Oxford Street Trust, an open-end management investment
company organized as a Delaware business trust on June 20, 1991. On
February 18, 1999, Fidelity Oxford Street Trust changed its name from
Daily Money Fund to Fidelity Oxford Street Trust. On July 14, 1995,
Daily Money Fund changed its name from Daily Money Fund II to Daily
Money Fund. Currently, there is one fund in the trust: Fidelity
Four-in-One Index Fund. The Trustees are permitted to create
additional funds in the trust and to create additional classes of
the fund .
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund. Any general expenses of the trust
shall be allocated between or among any one or more of the funds.
SHAREHOLDER LIABILITY. The fund is a business trust organized under
Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
fund. The Trust Instrument provides that the fund shall not have any
claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the fund or the Trustees
relating to the fund shall include a provision limiting the
obligations created thereby to the fund and its assets.
The Trust Instrument provides for indemnification out of the fund's
property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her
being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument also
provides that the fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no
contractual limitation of liability was in effect, and the fund is
unable to meet its obligations. Strategic Advisers believes that, in
view of the above, the risk of personal liability to shareholders is
extremely remote.
VOTING RIGHTS. The fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of shareholders
can be changed only by a shareholder vote. Shares may be voted in the
aggregate and by class.
The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.
On matters submitted for consideration by shareholders of any
underlying Fidelity fund, Four-in-One Index will vote its shares in
proportion to the vote of all other holders of shares of that
underlying Fidelity fund or, in certain limited instances, Four-in-One
Index will vote its shares in the manner indicated by a vote of its
shareholders.
The fund may be terminated upon the sale of its assets to another
open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such
terminations must be approved by a vote of shareholders. In the event
of the dissolution or liquidation of the fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.
Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the fund cause
the fund to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies, or
corporations, as long as the surviving entity is an open-end
management investment company, or is a fund thereof, that will succeed
to or assume the fund's registration statement, or cause the fund to
incorporate under Delaware law.
CUSTODIANS. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the
appointment of any subcustodian banks and clearing agencies. The Chase
Manhattan Bank, headquartered in New York, also may serve as a special
purpose custodian of certain assets in connection with repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
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.
AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, serves as independent accountant for the fund. The
auditor examines financial statements for the fund and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the
fiscal period ended February 29, 2000, and report of the auditor, are
included in the fund's annual report and are incorporated herein by
reference.
APPENDIX
ABOUT THE S&P 500. The S&P 500 is a well-known stock market index that
includes common stocks of companies representing a significant portion
of the market value of all common stocks publicly traded in the United
States. Stocks in the S&P 500 are weighted according to their market
capitalization (i.e., the number of shares outstanding multiplied by
the stock's current price), with the 32 largest stocks currently
comprising approximately 50% of the index's value. The
composition of the S&P 500 is determined by Standard & Poor's and is
based on such factors as the market capitalization and trading
activity of each stock and its adequacy as a representation of stocks
in a particular industry group. Standard & Poor's may change the
index's composition from time to time.
The performance of the S&P 500 is a hypothetical number that does not
take into account brokerage commissions and other costs of investing,
which the fund bears.
Although Standard & Poor's obtains information for inclusion in or for
use in the calculation of the S&P 500 from sources which it considers
reliable, Standard & Poor's does not guarantee the accuracy or the
completeness of the S&P 500 or any data included therein. Standard &
Poor's makes no warranty, express or implied, as to results to be
obtained by the licensee, owners of the fund, or any other person or
entity from the use of the S&P 500 or any data included therein in
connection with the rights licensed hereunder or for any other use.
Standard & Poor's makes no express or implied warranties, and hereby
expressly disclaims all warranties of merchantability or fitness for a
particular purpose with respect to the S&P 500 and any data included
therein.
The following is a list of the 500 stocks comprising the S&P 500 as of
February 29, 2000 .
3COM CORP
A D C TELECOMMUNICATN
ABBOTT LABS
ADAPTEC INC
ADOBE SYS INC
ADVANCED MICRO DEVICES
AES CORP
AETNA INC
AFLAC INC
AIR PRODS & CHEMS INC
ALBERTO CULVER CO
ALBERTSONS INC
ALCAN ALUMINIUM LTD NE
ALCOA INC
ALLEGHENY TECHNOLOGIES
ALLERGAN INC
ALLIED WASTE INDS INC
ALLSTATE CORP
ALLTEL CORP
ALZA CORP DEL
AMERADA HESS CORP
AMEREN CORP
AMERICA ONLINE INC DEL
AMERICAN ELEC PWR INC
AMERICAN EXPRESS CO
AMERICAN GENERAL CORP
AMERICAN GREETINGS COR
AMERICAN HOME PRODS CO
AMERICAN INTL GROUP IN
AMGEN INC
AMR CORP
AMSOUTH BANCORPORATION
ANADARKO PETE CORP
ANALOG DEVICES INC
ANDREW CORP
ANHEUSER BUSCH COS INC
AON CORP
APACHE CORP
APPLE COMPUTER INC
APPLIED MATLS INC
ARCHER DANIELS MIDLAND
ARMSTRONG WORLD INDS
ASHLAND INC
ASSOCIATES FIRST CAP C
AT&T CORP
ATLANTIC RICHFIELD CO
AUTODESK INC
AUTOMATIC DATA PROCESS
AUTOZONE INC
AVERY DENNISON CORP
AVON PRODS INC
BAKER HUGHES INC
BALL CORP
BANK NEW YORK INC
BANK OF AMERICA CORPOR
BANK ONE CORP
BARD C R INC
BARRICK GOLD CORP
BAUSCH & LOMB INC
BAXTER INTL INC
BB&T CORP
BEAR STEARNS COS INC
BECTON DICKINSON & CO
BED BATH & BEYOND INC
BELL ATLANTIC CORP
BELLSOUTH CORP
BEMIS INC
BEST BUY INC
BESTFOODS
BETHLEHEM STL CORP
BIOGEN INC
BIOMET INC
BLACK & DECKER CORP
BLOCK H & R INC
BMC SOFTWARE INC
BOEING CO
BOISE CASCADE CORP
BOSTON SCIENTIFIC CORP
BRIGGS & STRATTON CORP
BRISTOL MYERS SQUIBB C
BROWN FORMAN CORP
BRUNSWICK CORP
BURLINGTON NORTHN SANT
BURLINGTON RES INC
CABLETRON SYS INC
CAMPBELL SOUP CO
CAPITAL ONE FINL CORP
CARDINAL HEALTH INC
CARNIVAL CORP
CAROLINA PWR & LT CO
CATERPILLAR INC DEL
CBS CORP
CENDANT CORP
CENTEX CORP
CENTRAL & SOUTH WEST C
CENTURYTEL INC
CERIDIAN CORP
CHAMPION INTL CORP
CHASE MANHATTAN CORP N
CHEVRON CORPORATION
CHUBB CORP
CIGNA CORP
CINCINNATI FINL CORP
CINERGY CORP
CIRCUIT CITY STORE INC
CISCO SYS INC
CITIGROUP INC
CITRIX SYS INC
CLEAR CHANNEL COMMUNIC
CLOROX CO DEL
CMS ENERGY CORP
COASTAL CORP
COCA COLA CO
COCA COLA ENTERPRISES
COLGATE PALMOLIVE CO
COLUMBIA ENERGY GROUP
COLUMBIA/HCA HEALTHCAR
COMCAST CORP
COMERICA INC
COMPAQ COMPUTER CORP
COMPUTER ASSOC INTL IN
COMPUTER SCIENCES CORP
COMPUWARE CORP
COMVERSE TECHNOLOGY IN
CONAGRA INC
CONEXANT SYSTEMS INC
CONOCO INC
CONSECO INC
CONSOLIDATED EDISON IN
CONSOLIDATED STORES CO
CONSTELLATION ENERGY C
COOPER INDS INC
COOPER TIRE & RUBR CO
COORS ADOLPH CO
CORNING INC
COSTCO WHSL CORP NEW
COUNTRYWIDE CR INDS IN
CRANE CO
CROWN CORK & SEAL INC
CSX CORP
CUMMINS ENGINE INC
CVS CORP
DANA CORP
DANAHER CORP DEL
DARDEN RESTAURANTS INC
DEERE & CO
DELL COMPUTER CORP
DELPHI AUTOMOTIVE SYS
DELTA AIR LINES INC DE
DELUXE CORP
DILLARDS INC
DISNEY WALT CO
DOLLAR GEN CORP
DOMINION RES INC VA
DONNELLEY R R & SONS
DOVER CORP
DOW CHEM CO
DOW JONES & CO INC
DTE ENERGY CO
DU PONT E I DE NEMOURS
DUKE ENERGY CORP
DUN & BRADSTREET CORP
E M C CORP MASS
EASTERN ENTERPRISES
EASTMAN CHEM CO
EASTMAN KODAK CO
EATON CORP
ECOLAB INC
EDISON INTL
EL PASO ENERGY CORP DE
ELECTRONIC DATA SYS NE
EMERSON ELEC CO
ENGELHARD CORP
ENRON CORP
ENTERGY CORP NEW
EQUIFAX INC
EXXON MOBIL CORP
F M C CORP
FEDERAL HOME LN MTG CO
FEDERAL NATL MTG ASSN
FEDERATED DEPT STORES
FEDEX CORP
FIFTH THIRD BANCORP
FIRST DATA CORP
FIRST UN CORP
FIRSTAR CORP NEW WIS
FIRSTENERGY CORP
FLEETBOSTON FINL CORP
FLORIDA PROGRESS CORP
FLUOR CORP
FORD MTR CO DEL
FORT JAMES CORP
FORTUNE BRANDS INC
FPL GROUP INC
FRANKLIN RES INC
FREEPORT-MCMORAN COPPE
GANNETT INC
GAP INC DEL
GATEWAY INC
GENERAL DYNAMICS CORP
GENERAL ELEC CO
GENERAL MLS INC
GENERAL MTRS CORP
GENUINE PARTS CO
GEORGIA PAC CORP
GILLETTE CO
GLOBAL CROSSING LTD
GOLDEN WEST FINL CORP
GOODRICH B F CO
GOODYEAR TIRE & RUBR
GPU INC
GRACE W R & CO DEL NEW
GRAINGER W W INC
GREAT ATLANTIC & PAC T
GREAT LAKES CHEM CORP
GTE CORP
GUIDANT CORP
HALLIBURTON CO
HARCOURT GEN INC
HARLEY DAVIDSON INC
HARRAHS ENTMT INC
HARTFORD FINL SVCS GRO
HASBRO INC
HEALTHSOUTH CORP
HEINZ H J CO
HERCULES INC
HERSHEY FOODS CORP
HEWLETT PACKARD CO
HILTON HOTELS CORP
HOME DEPOT INC
HOMESTAKE MNG CO
HONEYWELL INTL INC
HOUSEHOLD INTL INC
HUMANA INC
HUNTINGTON BANCSHARES
IKON OFFICE SOLUTIONS
ILLINOIS TOOL WKS INC
IMS HEALTH INC
INCO LTD
INGERSOLL-RAND CO
INTEL CORP
INTERNATIONAL BUSINESS
INTERNATIONAL FLAVORS&
INTERPUBLIC GROUP COS
INTL PAPER CO
ITT INDS INC IND
JEFFERSON PILOT CORP
JOHNSON & JOHNSON
JOHNSON CTLS INC
JOSTENS INC
K MART CORP
KANSAS CITY SOUTHN IND
KAUFMAN & BROAD HOME C
KELLOGG CO
KERR MCGEE CORP
KEYCORP NEW
KIMBERLY CLARK CORP
KLA-TENCOR CORP
KNIGHT RIDDER INC
KOHLS CORP
KROGER CO
LEGGETT & PLATT INC
LEHMAN BROS HLDGS INC
LEXMARK INTL GROUP INC
LILLY ELI & CO
LIMITED INC
LINCOLN NATL CORP IND
LIZ CLAIBORNE INC
LOCKHEED MARTIN CORP
LOEWS CORP
LONGS DRUG STORES CORP
LOUISIANA PAC CORP
LOWES COS INC
LSI LOGIC CORP
LUCENT TECHNOLOGIES IN
MALLINCKRODT INC NEW
MANOR CARE INC NEW
MARRIOTT INTL INC NEW
MARSH & MCLENNAN COS I
MASCO CORP
MATTEL INC
MAY DEPT STORES CO
MAYTAG CORP
MBIA INC
MBNA CORP
MCDERMOTT INTL INC
MCDONALDS CORP
MCGRAW HILL COS INC
MCI WORLDCOM INC
MCKESSON HBOC INC
MEAD CORP
MEDIAONE GROUP INC
MEDTRONIC INC
MELLON FINL CORP
MERCK & CO INC
MEREDITH CORP
MERRILL LYNCH & CO INC
MGIC INVT CORP WIS
MICRON TECHNOLOGY INC
MICROSOFT CORP
MILACRON INC
MILLIPORE CORP
MINNESOTA MNG & MFG CO
MIRAGE RESORTS INC
MOLEX INC
MONSANTO CO
MORGAN J P & CO INC
MORGAN STANLEY DEAN WI
MOTOROLA INC
NABISCO GROUP HLDG COR
NACCO INDS INC
NATIONAL CITY CORP
NATIONAL SEMICONDUCTOR
NATIONAL SVC INDS INC
NAVISTAR INTL CORP NEW
NCR CORP NEW
NETWORK APPLIANCE INC
NEW CENTURY ENERGIES I
NEW YORK TIMES CO
NEWELL RUBBERMAID INC
NEWMONT MINING CORP
NEXTEL COMMUNICATIONS
NIAGARA MOHAWK HLDGS I
NICOR INC
NIKE INC
NORDSTROM INC
NORFOLK SOUTHERN CORP
NORTEL NETWORKS CORP
NORTHERN TR CORP
NORTHN STS PWR CO MINN
NORTHROP GRUMMAN CORP
NOVELL INC
NUCOR CORP
OCCIDENTAL PETE CORP
OFFICE DEPOT INC
OLD KENT FINL CORP
OMNICOM GROUP INC
ONEOK INC NEW
ORACLE CORP
OWENS CORNING
OWENS ILL INC
PACCAR INC
PACTIV CORP
PAINE WEBBER GROUP INC
PALL CORP
PARAMETRIC TECHNOLOGY
PARKER HANNIFIN CORP
PAYCHEX INC
PE CORP
PECO ENERGY CO
PENNEY J C INC
PEOPLES ENERGY CORP
PEOPLESOFT INC
PEP BOYS MANNY MOE&JCK
PEPSICO INC
PERKINELMER INC
PFIZER INC
PG&E CORP
PHARMACIA & UPJOHN
PHELPS DODGE CORP
PHILIP MORRIS COS INC
PHILLIPS PETE CO
PINNACLE WEST CAP CORP
PITNEY BOWES INC
PLACER DOME INC
PNC BK CORP
POLAROID CORP
POTLATCH CORP
PPG INDS INC
PPL CORPORATION
PRAXAIR INC
PRICE T ROWE & ASSOCIA
PROCTER & GAMBLE CO
PROGRESSIVE CORP OHIO
PROVIDIAN FINL CORP
PUBLIC SVC ENTERPRISE
PULTE CORP
QUAKER OATS CO
QUALCOMM INC
QUINTILES TRANSNATIONA
RALSTON PURINA CO
RAYTHEON CO
REEBOK INTL LTD
REGIONS FINL CORP
RELIANT ENERGY INC
REYNOLDS METALS CO
RITE AID CORP
ROCKWELL INTL CORP NEW
ROHM & HAAS CO
ROWAN COS INC
ROYAL DUTCH PETE CO
RUSSELL CORP
RYDER SYS INC
SAFECO CORP
SAFEWAY INC
SARA LEE CORP
SBC COMMUNICATIONS INC
SCHERING PLOUGH CORP
SCHLUMBERGER LTD
SCHWAB CHARLES CORP NE
SCIENTIFIC ATLANTA INC
SEAGATE TECHNOLOGY
SEAGRAM LTD
SEALED AIR CORP NEW
SEARS ROEBUCK & CO
SEMPRA ENERGY
SERVICE CORP INTL
SHARED MED SYS CORP
SHERWIN WILLIAMS CO
SIGMA ALDRICH CORP
SILICON GRAPHICS INC
SLM HLDG CORP
SNAP ON INC
SOLECTRON CORP
SOUTHERN CO
SOUTHTRUST CORP
SOUTHWEST AIRLS CO
SPRINGS INDS INC
SPRINT CORP
SPRINT CORP
ST JUDE MED INC
ST PAUL COS INC
STANLEY WKS
STAPLES INC
STATE STR CORP
SUMMIT BANCORP
SUN MICROSYSTEMS INC
SUNOCO INC
SUNTRUST BKS INC
SUPERVALU INC
SYNOVUS FINL CORP
SYSCO CORP
TANDY CORP
TARGET CORP
TEKTRONIX INC
TELLABS INC
TEMPLE INLAND INC
TENET HEALTHCARE CORP
TERADYNE INC
TEXACO INC
TEXAS INSTRS INC
TEXAS UTILS CO
TEXTRON INC
THERMO ELECTRON CORP
THOMAS & BETTS CORP
TIME WARNER INC
TIMES MIRROR CO NEW
TIMKEN CO
TJX COS INC NEW
TORCHMARK CORP
TOSCO CORP
TOYS R US INC
TRANSOCEAN SEDCO FOREX
TRIBUNE CO NEW
TRICON GLOBAL RESTAURA
TRW INC
TUPPERWARE CORP
TYCO INTL LTD NEW
U S WEST INC NEW
UNICOM CORP
UNILEVER N V
UNION CARBIDE CORP
UNION PAC CORP
UNION PAC RES GROUP IN
UNION PLANTERS CORP
UNISYS CORP
UNITED HEALTHCARE CORP
UNITED TECHNOLOGIES CO
UNOCAL CORP
UNUMPROVIDENT CORP
US AIRWAYS GROUP INC
US BANCORP DEL
UST INC
USX MARATHON GROUP
USX-U S STL
V F CORP
VIACOM INC
VULCAN MATLS CO
WACHOVIA CORP
WAL MART STORES INC
WALGREEN CO
WARNER LAMBERT CO
WASHINGTON MUT INC
WASTE MGMT INC DEL
WATSON PHARMACEUTICALS
WELLPOINT HEALTH NETWO
WELLS FARGO & CO NEW
WENDYS INTL INC
WESTVACO CORP
WEYERHAEUSER CO
WHIRLPOOL CORP
WILLAMETTE INDS INC
WILLIAMS COS INC DEL
WINN DIXIE STORES INC
WORTHINGTON INDS INC
WRIGLEY WM JR CO
XEROX CORP
XILINX INC
YAHOO INC
YOUNG & RUBICAM INC
THE WILSHIRE 4500 COMPLETION INDEX is based on the same securities on
which the Wilshire 5000 Total Market Index is based, excluding
securities that are included in the S&P 500. The S&P 500 includes
common stocks of companies representing a significant portion of the
market value of all common stocks publicly traded in the United
States. Although some of the companies in the Wilshire 4500 have large
market capitalizations, excluding the S&P 500 stocks makes the
Wilshire 4500, on average, more representative of
medium-to-small-capitalization stocks. The composition of the S&P 500
is determined by Standard & Poor's and is based on such factors as the
market capitalization and trading activity of each stock and its
adequacy as a representation of stocks in a particular industry group.
Standard & Poor's may change the composition of the S&P 500 from time
to time.
THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA, FAR EAST
(EAFE) INDEX is an unmanaged, market capitalization-weighted index
that is designed to represent the daily price and total return
performance of common or ordinary shares in developed markets in
Europe, Australia and the Far East. Securities in the index are
selected by Morgan Stanley Capital International (MSCI). To achieve a
proper balance between a high level of tracking, liquidity and
restricted float considerations, MSCI aims to capture 60% of each
country's market capitalization, and to assure that the index reflects
the industry characteristics of each country's overall market, MSCI
aims to capture 60% of the capitalization of each industry group, as
defined by local practice. From the universe of available stocks in
each industry group, stocks are selected up to approximately the 60%
level, subject to liquidity, float and cross-ownership considerations.
In addition to market capitalization, a stock's importance may be
assessed by such measures as sales, net income, and industry output.
Maximization of liquidity is balanced by the consideration of other
factors such as overall industry representation. Liquidity, measured
by trading value as reported by the local exchange, is assessed over
time based on an absolute as well as relative basis. While a
hard-and-fast liquidity yardstick is not utilized, trading values are
monitored to establish a "normal" level across short-term market peaks
and troughs. Maximum float, or the percentage of a company's shares
that are freely tradable, is an important optimization parameter but
not a hard-and-fast rule for stock selection. While some exceptions
are made, index constituents are included at 100% of market
capitalization. A representative sample of large, medium and small
companies is included in the index.
Structural changes due to industry composition or regulations
generally take place every one year to 18 months. These are
implemented on the first business day in March, June, September and
December of each year and are announced at least two weeks in advance.
Companies may be deleted because they have diversified away from their
industry classification, because the industry has evolved in a
different direction from the company's thrust, or because a better
industry representative exists in the form of a new issue or existing
company. New issues generally undergo a "seasoning" period of one year
to 18 months prior to eligibility for inclusion in the index. New
issues due to an initial public offering of significant size that
change a country's market and industry profiles, and generate strong
investor interest likely to assure a high level of liquidity, may be
included in the index immediately. The market capitalization of
constituent companies is weighted on the basis of their full market
value, i.e., without adjustments for "long term holdings" or partial
foreign investment restrictions. To address the issue of restriction
on foreign ownership, an additional series of "Free" indices are
calculated for countries and markets with restrictions on foreign
ownership of shares. While some exceptions apply, the index is
computed using the last transaction price recorded on the dominant
stock exchange in each market. WM/Reuters Closing Spot Rates as of
4:00 p.m. London Time are used for currency conversions. MSCI
calculates the EAFE Index with and without giving effect to dividends
paid by index companies. To reflect the performance impact of
dividends paid by index companies, MSCI also estimates the total
return of the EAFE index by reinvesting one twelfth of the month end
dividend yield at every month end . F or periods after January 1,
1997, the EAFE index returns are adjusted for tax withholding rates
applicable to U.S.-based mutual funds organized as Massachusetts
business trusts. Dividends are deemed to be received on the payment
date while the reinvestment of dividends occurs at the end of the
month in which the payment date falls.
Fidelity, Fidelity Investments & (Pyramid) Design, Spartan,
Fidelity Focus, Fidelity Investments, and Magellan are registered
trademarks of FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a)(1) Amended and Restated Trust Instrument of Fidelity Oxford Street
Trust, dated December 16, 1999, is filed herein as Exhibit (a)(1).
(2) Certificate of Trust of Daily Money Fund II, dated June 20,
1991, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 30.
(3) Certificate of Amendment of the Trust Instrument of Daily
Money Fund II to Daily Money Fund, dated July 14, 1991, is
incorporated herein by reference to Exhibit 1(c) of Post-Effective
Amendment No. 30.
(4) Certificate of Amendment of the Trust Instrument of Daily
Money Fund to Fidelity Oxford Street Trust, dated March 11, 1999, is
filed herein as Exhibit (a)(4).
(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust II's (File No. 33-43757) Post-Effective Amendment No. 10.
(c) Not applicable.
(d)(1) Management Contract between the Registrant, on behalf of
Fidelity Four-in-One Index Fund, and Strategic Advisers, Inc., dated
June 17, 1999, is filed herein as Exhibit (d)(1).
(2) Administration Agreement between Strategic Advisers, Inc., on
behalf of Fidelity Four-in-One Index Fund, and Fidelity Management &
Research Company, dated June 17, 1999, is filed herein as Exhibit
(d)(2).
(e) General Distribution Agreement between the Registrant, on behalf
of Fidelity Four-in-One Index Fund, and Fidelity Distributors
Corporation, dated June 17, 1999, is filed herein as Exhibit (e)(1).
(f) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 15, 1995 and
amended through January 1, 2000, is incorporated herein by reference
to Exhibit (f)(1) of Fidelity Massachusetts Municipal Trust's (File
No. 2-75537) Post-Effective Amendment No. 39.
(g)(1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and the Registrant are incorporated
herein by reference to Exhibit 8(a) of Fidelity Hereford Street
Trust's (File No. 33-52577) Post-Effective Amendment No. 4.
(2) Appendix A, dated October 18, 1999, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New York and
the Registrant is incorporated herein by reference to Exhibit (g)(2)
of Fidelity Summer Street Trust's (File No. 2-58542) Post-Effective
Amendment No. 58.
(3) Appendix B, dated March 16, 2000, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is incorporated herein by reference to Exhibit (g)(3) of
Fidelity Summer Street Trust's (File No. 2-58542) Post-Effective
Amendment No. 58.
(4) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is incorporated herein by reference to Exhibit (g)(4) of
Fidelity Hereford Street Trust's (File No. 33-52577) Post-Effective
Amendment No. 12.
(5) Amendment, dated July 14, 1999, to the Fee Schedule to the
Custodian Agreement, dated December 1, 1994, between The Bank of New
York and the Registrant is incorporated herein by reference to Exhibit
(g)(5) of Fidelity Summer Street Trust's (File No. 2-58542)
Post-Effective Amendment No. 58.
(6) Forms of Fidelity Group Repo Custodian Agreement and Schedule 1
among The Bank of New York, J. P. Morgan Securities, Inc., and
Fidelity Oxford Street Trust on behalf of Fidelity Four-in-One Index
Fund are incorporated herein by reference to Exhibit (g)(6) of
Post-Effective Amendment No. 47.
(7) Forms of Fidelity Group Repo Custodian Agreement and Schedule 1
among Chemical Bank, Greenwich Capital Markets, Inc., and Fidelity
Oxford Street Trust on behalf of Fidelity Four-in-One Index Fund are
incorporated herein by reference to Exhibit (g)(7) of Post-Effective
Amendment No. 47.
(8) Forms of Joint Trading Account Custody Agreement and First
Amendment to Joint Trading Account Custody Agreement between The Bank
of New York and Fidelity Oxford Street Trust on behalf of Fidelity
Four-in-One Index Fund are incorporated herein by reference to Exhibit
(g)(8) of Post-Effective Amendment No. 47.
(h) Not applicable.
(i) Legal Opinion of Kirkpatrick & Lockhart LLP for Fidelity
Four-in-One Index Fund, dated April 18, 2000, is filed herein as
Exhibit (i)(1).
(j) Consent of PricewaterhouseCoopers LLP, dated April 18, 2000, is
filed herein as Exhibit (j)(1).
(k) Not applicable.
(l) Not applicable.
(m) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Four-in-One Index Fund is incorporated herein by reference to Exhibit
(m)(1) of Post-Effective Amendment No. 47.
(n) Not applicable.
(o) Not applicable.
(p) Code of Ethics, dated January 1, 2000, adopted by the fund,
Fidelity Management & Research Company, Strategic Advisers, and
Fidelity Distributors Corporation pursuant to Rule 17j-1 is
incorporated herein by reference to Exhibit (p)(1) of Fidelity
Commonwealth Trust's (File No. 2-52322) Post-Effective Amendment No.
69.
Item 24. Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.
Item 25. Indemnification
Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:
(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.
Item 26. Business and Other Connections of Investment Adviser
(1) STRATEGIC ADVISERS, INC.
82 Devonshire Street, Boston, MA 02109
Strategic Advisers, Inc. serves as investment adviser to and provides
investment supervisory services to individuals, banks, thrifts,
pension and profit sharing plans, trusts, estates, charitable
organizations, corporations, and other business organizations, and
provides a variety of publications on investment and personal finance.
The directors and officers of Strategic Advisers have held, during the
past two fiscal years, the following positions of a substantial
nature.
William V. Harlow III President, Chief Investment
Officer, and Director of
Strategic Advisers, Inc.
Robert M. Gervis Chief Administrative Officer,
Managing Director, and
Director of Strategic
Advisers, Inc.
Roger T. Servison Director of Strategic
Advisers, Inc.; Director of
Fidelity Brokerage Services,
Inc.
Robert C. Pozen Director of Strategic
Advisers, Inc.; President
and Director of Fidelity
Management & Research
Company (FMR); Senior Vice
President and Trustee of
funds advised by FMR;
President and Director of
Fidelity Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), Fidelity Management &
Research Co., Inc. (FMRC),
and Fidelity Management &
Research (Far East) Inc.
(FMR Far East); Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.
Donald E. Alhart Vice President of Crosby
Advisors of Strategic
Advisers, Inc.
G. Robert Bristow Vice President of Strategic
Advisers, Inc.
Michael B. Fox Vice President and Treasurer
of Strategic Advisers, Inc.;
Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President of FMR
U.K., FMR Far East and FIMM;
Vice President and Treasurer
of FMR Corp.
Alice Lowenstein Vice President of Strategic
Advisers, Inc.
Michele A. Stecyk Vice President of Strategic
Advisers, Inc.
Geoff Stein Vice President of Strategic
Advisers, Inc.
Gary Greenstein Assistant Treasurer of
Strategic Advisers, Inc.;
Vice President of Taxation
for FMR Corp.
Joseph T. Castro Compliance Officer of
Strategic Advisers, Inc.
Jay Freedman Clerk of Strategic Advisers,
Inc.; Vice President and
Deputy General Counsel of
FMR Corp.; Assistant Clerk
of FMR; Clerk of FMR Corp.,
FMR U.K., FMRC, and FMR Far
East; Secretary of FIMM.
Susan Shields-Arcelay Assistant Clerk of Strategic
Advisers, Inc.
Page Pennell Assistant Clerk of Strategic
Advisers, Inc.
Susan Englander Hislop Assistant Clerk of Strategic
Advisers, Inc., FMR U.K.,
and FMR Far East; Assistant
Secretary of FIMM.
Item 27. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Fund
Edward C. Johnson 3d Director Trustee and President
Michael Mlinac Director None
James Curvey Director None
Martha B. Willis President None
Eric D. Roiter Vice President Secretary
Caron Ketchum Treasurer and Controller None
Gary Greenstein Assistant Treasurer None
Jay Freedman Assistant Clerk None
Linda Holland Compliance Officer None
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 28. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the fund's
custodian, The Bank of New York, 110 Washington Street, New York, NY.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 48 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 18th day of April 2000.
Fidelity Oxford Street Trust
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
(Signature) (Title) (Date)
/s/Edward C. Johnson 3d (dagger) President and Trustee April 18, 2000
Edward C. Johnson 3d (Principal Executive Officer)
/s/Robert A. Dwight Treasurer April 18, 2000
Robert A. Dwight
/s/Robert C. Pozen Trustee April 18, 2000
Robert C. Pozen
/s/Ralph F. Cox* Trustee April 18, 2000
Ralph F. Cox
/s/Phyllis Burke Davis* Trustee April 18, 2000
Phyllis Burke Davis
/s/Robert M. Gates* Trustee April 18, 2000
Robert M. Gates
/s/Donald J. Kirk* Trustee April 18, 2000
Donald J. Kirk
/s/Ned C. Lautenbach* Trustee April 18, 2000
Ned C. Lautenbach
/s/Peter S. Lynch* Trustee April 18, 2000
Peter S. Lynch
/s/Marvin L. Mann* Trustee April 18, 2000
Marvin L. Mann
/s/William O. McCoy* Trustee April 18, 2000
William O. McCoy
/s/Gerald C. McDonough* Trustee April 18, 2000
Gerald C. McDonough
/s/Thomas R. Williams* Trustee April 18, 2000
Thomas R. Williams
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 16, 1999 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III
in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d July 17, 1997
Edward C. Johnson 3d
POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 2000.
WITNESS our hands on this sixteenth day of December, 1999.
/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d Peter S. Lynch
/s/Ralph F. Cox /s/William O. McCoy
Ralph F. Cox William O. McCoy
/s/Phyllis Burke Davis /s/Gerald C. McDonough
Phyllis Burke Davis Gerald C. McDonough
/s/Ned C. Lautenbach /s/Marvin L. Mann
Ned C. Lautenbach Marvin L. Mann
/s/Donald J. Kirk /s/Thomas R. Williams
Donald J. Kirk Thomas R. Williams
/s/Robert C. Pozen /s/Robert M. Gates
Robert C. Pozen Robert M. Gates
Exhibit (a)(1)
AMENDED AND RESTATED TRUST INSTRUMENT
FIDELITY OXFORD STREET TRUST
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;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust 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 trust created hereby is the "Fidelity
Oxford Street 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 Oxford Street 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 trustees, 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 11.04(b) 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. The 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 OF TRUST
Section 11.04.
(a) This Trust shall continue without limitation of time but subject
to the provisions of sub-section (b) of this Section 11.04.
(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.
(c) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (b), the Trust or any
affected Series 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 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.
REORGANIZATION
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
may be signed by a majority of Trustees and facsimile signatures
conveyed by electronic or telecommunication means shall be valid.
(d) 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 11.05 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. 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. 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. 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, (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. 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. 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. 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.
/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d* Peter S. Lynch*
/s/Ralph F. Cox /s/William O. McCoy
Ralph F. Cox William O. McCoy
/s/Phyllis Burke Davis /s/Gerald C. McDonough
Phyllis Burke Davis Gerald C. McDonough
/s/Robert M. Gates /s/Marvin L. Mann
Robert M. Gates Marvin L. Mann
/s/E. Bradley Jones /s/Robert C. Pozen
E. Bradley Jones Robert C. Pozen*
/s/Donald J. Kirk /s/Thomas R. Williams
Donald J. Kirk Thomas R. Williams
*Interested Trustees
The business addresses of the
members of the Board of
Trustees are: INTERESTED
TRUSTEES (*): 82 Devonshire
Street Boston, MA 02109
NON-INTERESTED TRUSTEES: 82
Devonshire Street Boston,
MA 02109 Mailing Address:
P.O. Box 9235 Boston, MA
02205-9235
Exhibit (a)(4)
CERTIFICATE OF AMENDMENT
OF
DAILY MONEY FUND
1. The name of the Trust has been amended. The new name of the Trust
is:
Fidelity Oxford Street Trust
2. The business address and the registered office of the Trust and of
the registered agent of the Trust for service of process is:
Delaware Corporation Organizers, Inc.
1201 N. Market Street
Wilmington, DE 19899-1347
3. This certificate shall be effective upon filing.
4. Notice is hereby given that the Trust is a series Trust. The
debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to a particular series of the Trust
shall be enforceable against the assets of such series only and not
against the assets of the Trust generally.
This Certificate is executed this 11th day of March, 1999, in the City
of Boston and the Commonwealth of Massachusetts.
By: /s/Robert C. Pozen
Robert C. Pozen
Trustee
Exhibit (d)(1)
MANAGEMENT CONTRACT
between
FIDELITY FOUR-IN-ONE INDEX FUND
and
STRATEGIC ADVISERS, INC.
AGREEMENT made this 17th day of June, 1999, by and between Fidelity
Oxford Street Trust, a Delaware business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of its single existing series of shares of
beneficial interest (hereinafter called the "Portfolio"), and
Strategic Advisers, Inc., a Massachusetts corporation (hereinafter
called the "Adviser") as set forth in its entirety below.
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 allocate the Portfolio's assets among the various
underlying Fidelity funds in which the Portfolio may invest and to
otherwise buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Portfolio
as permitted under the Portfolio's investment policies. The Adviser
shall from time to time make recommendations to the Fund's Board of
Trustees with respect to the Portfolio's investment policies provided
that 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, 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 to pay, either itself or through an
affiliated company, 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) redemption fees and other
shareholder charges associated with investments in other mutual funds;
(v) interest expenses with respect to borrowings by the Portfolio; and
(vi) 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 that the
Portfolio may have to indemnify the Fund's Trustees and officers with
respect thereto. It is understood that service charges billed
directly to shareholders of the Portfolio, including charges for
exchanges, redemptions, sub-accounting 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, either itself or through an affiliated company or
through the Portfolio's custodian, shall place all orders for the
purchase and sale of Fidelity mutual fund shares for the Portfolio's
account with such underlying funds' transfer agents. With respect to
portfolio securities other than Fidelity mutual fund shares, the
Adviser, either itself or through an affiliated company, shall place
all purchase and sale orders 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 management fee, payable monthly as
soon as practicable after the last day of each month, at the annual
rate of .10% of the average daily net assets of the Portfolio
(computed in the manner set forth in the Fund's 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 July
31, 2000 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 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 documents 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 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.
FIDELITY FOUR-IN-ONE INDEX FUND
By: /s/Robert C. Pozen______
Robert C. Pozen
Senior Vice President
STRATEGIC ADVISERS, INC.
By: /s/William Van Harlow III______
William Van Harlow III
President
Exhibit (d)(2)
ADMINISTRATION AGREEMENT
between
STRATEGIC ADVISERS, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT dated as of this 17th day of June, 1999 between Strategic
Advisers, Inc., a Massachusetts corporation (the "Adviser"), and
Fidelity Management & Research Company, a Massachusetts corporation
(the "Administrator").
WHEREAS, the Adviser has entered into a Management Agreement (the
"Management Agreement"), dated June 17, 1999, with Fidelity Oxford
Street Trust (the "Fund") on behalf of Fidelity Four-in-One Index
Fund (the "Portfolio");
WHEREAS, pursuant to the Management Agreement, the Adviser has agreed
to perform (or arrange for the performance by its affiliates of)
certain investment advisory and other management services on behalf of
the Portfolio; and
WHEREAS, the Adviser desires to appoint the Administrator as its
agent to perform on behalf of the Portfolio all services enumerated in
the Management Agreement other than investment advisory services, and
the Administrator is willing to accept such appointment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Adviser and the Administrator hereby
agree as follows:
1. The Adviser hereby appoints the Administrator as its agent to
perform (or arrange for the performance by its affiliates of) the
services described herein, and the Administrator hereby accepts such
appointment, subject to and in accordance with the following
provisions.
2.(a) The Administrator shall perform (or arrange for the
performance by its affiliates of) all of the management and
administrative services to be performed on behalf of the Portfolio by
the Adviser pursuant to the Management Agreement other than those
services described in paragraphs 1(a) and 1(d) thereof.
(b) Without limiting the foregoing, the Administrator shall, subject
to the supervision of the Adviser, perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund set forth in
paragraph 1(b) of the Management Agreement. Such services shall
include, but not be 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 Administrator shall also furnish such reports, evaluations,
information or analyses to the Fund or the Adviser as the Fund's Board
of Trustees or the Adviser may request from time to time or as the
Administrator may deem to be desirable. The Administrator shall,
subject to review by the Adviser and the Board of Trustees, furnish
such other services as the Administrator shall from time to time
determine to be necessary or useful to perform its obligations under
this Agreement.
(c) The Administrator undertakes to pay, either itself or through an
affiliated company, all expenses involved in the operation of the
Portfolio, except (i) the management fee payable by the Portfolio
pursuant to paragraph 3 of the Management Agreement, (ii) the other
expenses payable by the Portfolio pursuant to paragraph 1(c) of the
Management Agreement, and (iii) the expenses of the Adviser incurred
in the performance of its obligations pursuant to paragraphs 1(a) and
1(d) of the Management Agreement, except that the Administrator shall
be responsible for paying the salaries and fees of all officers of the
Fund and of all Trustees of the Fund who are "interested persons" of
the Fund or of the Administrator. It is understood that service
charges billed directly to shareholders of the Portfolio, including
charges for exchanges, redemptions, sub-accounting or other services,
shall not be payable by the Administrator, but may be received and
retained by the Administrator or its affiliates.
3. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Administrator as
directors, officers or otherwise and that directors, officers and
stockholders of the Administrator are or may be or become similarly
interested in the Fund, and that the Administrator may be or become
interested in the Fund as a shareholder or otherwise.
4. For the services and facilities to be furnished hereunder, the
Adviser shall pay the Administrator a fee, payable monthly as soon as
practicable after the last day of each month, equal to the monthly
management fee received from the Portfolio by the Adviser under the
Management Agreement, less an amount equal to an annual rate of .02%
of the average daily net assets of the Portfolio (computed in the
manner set forth in the Fund's Trust Instrument) throughout the month,
provided that if the fee calculated in accordance with the preceding
clause for any month shall be less than zero, the Administrator shall
not receive any fee for such month but shall have no obligation to
reimburse the Adviser.
5. The services of the Administrator to the Portfolio are not to be
deemed exclusive, the Administrator 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
Agreement, interfere in a material manner with the Administrator'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 Administrator, the
Administrator shall not be subject to liability to the Adviser, 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.
6.(a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Agreement shall continue in force until July
31, 2000 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 Agreement may be modified by mutual consent 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 6, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Agreement, the
Management Agreement 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 Agreement without payment
of any penalty. This Agreement may be terminated at any time, without
payment of any penalty, by the vote of a majority of those Trustees of
the Fund who are not parties to this Agreement, the Management
Agreement or interested persons of any such party, or by vote of a
majority of the outstanding voting securities of the Portfolio. This
Agreement shall terminate automatically in the event of its assignment
or upon termination of the Management Agreement.
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.
8. The terms "vote of a majority of outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the meanings specified in the Investment Company Act of 1940 and rules
thereunder, 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 duly executed this Agreement as
of the day and year first above written.
FIDELITY MANAGEMENT AND RESEARCH COMPANY
By: /s/Robert C. Pozen______
Robert C. Pozen
Senior Vice President
STRATEGIC ADVISERS, INC.
By: /s/William Van Harlow III______
William Van Harlow III
President
Exhibit (e)(1)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY OXFORD STREET TRUST
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 17th day of June, 1999, between Fidelity Oxford
Street Trust, a Delaware business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Fidelity Four-in-One Index Fund, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its
principal place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to Distributors
shall be nonexclusive in that the Issuer reserves the right to sell
its shares to investors on applications received and accepted by the
Issuer. Further, the Issuer reserves the right to issue shares in
connection with the merger or consolidation, or acquisition by the
Issuer through purchase or otherwise, with any other investment
company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by Distributors or the Issuer will be sold at
the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in
the manner described in the Issuer's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any)
described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
Distributors shall have the right subject to such rules or regulations
of the Securities and Exchange Commission as may then be in effect
pursuant to Section 22 of the Investment Company Act of 1940 to pay a
portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in
effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors to register as a broker or dealer under the Blue Sky Laws
of any jurisdiction in which it is not now registered or to maintain
its registration in any jurisdiction in which it is now registered.
If a sales charge is in effect, Distributors shall have the right to
enter into sales agreements with dealers of its choice for the sale of
shares of the Issuer to the public at the public offering price only
and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Issuer shall approve the
form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently
effective Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other
than those contained in the appropriate registration statements or
Prospectuses and Statements of Additional Information filed with the
Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent Distributors from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through Distributors, and Distributors may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
may reasonably request for use in connection with the distribution of
shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that Strategic Advisers, Inc.
("Strategic Advisers"), an affiliate of FMR, and/or FMR may make
payment to Distributors with respect to any expenses incurred in the
distribution of shares of the Issuer, such payments payable from the
past profits or other resources of Strategic Advisers or FMR, as the
case may be, including management fees paid to Strategic Advisers by
the Issuer, or fees paid to FMR by Strategic Advisers out of such
management fees.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person,
if any, who controls Distributors within the meaning of Section 15 of
the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify Distributors or hold
it harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against Distributors or any person
indemnified unless Distributors or person, as the case may be, shall
have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person
shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve
the Issuer from any liability which it may have to Distributors or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Issuer
shall be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Issuer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and
satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or
directors or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Issuer does not elect to assume the defense
of any suit, it will reimburse Distributors, officers or directors or
controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them.
The Issuer agrees to notify Distributors promptly of the commencement
of any litigation or proceedings against it or any of its officers or
trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
Distributors or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in
favor of the Issuer or any person indemnified to be deemed to protect
the Issuer or any person against any liability to which the Issuer or
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is Distributors to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify Distributors of any claim shall not relieve Distributors from
any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
Distributors, it shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if Distributors elects to assume the
defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Board and to any
controlling person or persons, defendant or defendants in the suit.
In the event that Distributors elects to assume the defense of any
suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect
to assume the defense of any suit, it will reimburse the Issuer,
officers and Board or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. Distributors agrees to notify the Issuer
promptly of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until March 31, 2000 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice
of the limitation of shareholder liability as set forth in the Trust
Instrument or other organizational document of the Issuer and agrees
that the obligations assumed by the Issuer under this contract shall
be limited in all cases to the Issuer and its assets. Distributors
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Issuer. Nor shall Distributors
seek satisfaction of any such obligation from the Trustees or any
individual Trustee of the Issuer. Distributors understands that the
rights and obligations of each series of shares of the Issuer under
the Issuer's Trust Instrument or other organizational document are
separate and distinct from those of any and all other series.
15. 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.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
FIDELITY OXFORD STREET TRUST
By:__/s/Robert C. Pozen______
Robert C. Pozen
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION:
By:__/s/Martha B. Willis______
Martha B. Willis
President
Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com
April 18, 2000
Fidelity Oxford Street Trust
82 Devonshire Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
You have requested our opinion, as counsel to Fidelity Oxford Street
Trust (the "Trust"), as to certain matters regarding the issuance of
Shares of the Trust. As used in this letter, the term "Shares" means
the shares of beneficial interest of Fidelity Four-in-One Index Fund,
a series of the Trust.
As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Trust Instrument and by-laws and
such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the State of Delaware that in our experience
are normally applicable to the issuance of shares by unincorporated
voluntary associations and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of
the Securities and Exchange Commission ("SEC") thereunder.
Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 48 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act and
applicable state law regulating the offer and sale of securities, the
Shares will have been validly issued, fully paid and non-assessable.
The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of its shareholders
become subject to the jurisdiction of courts in states that do not
have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and
could subject Trust shareholders to liability.
To guard against this risk, the Trust's Trust Instrument provides
that 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. The Trust Instrument also requires that 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 (although
the omission of such a recitation shall not operate to bind any
shareholder of the Trust). Furthermore, the Trust Instrument provides
that: (i) 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 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; and (ii) 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.
We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/Kirkpatrick & Lockhart LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the
Prospectus and Statement of Additional Information in Post-Effective
Amendment No. 48 to the Registration Statement on Form N-1A of
Fidelity Oxford Street Trust: Fidelity Four-in-One Index Fund, of our
report dated April 7, 2000 on the financial statements and financial
highlights included in the February 29, 2000 Annual Report to
Shareholders of Fidelity Four-in-One Index Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the
Statement of Additional Information.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2000
