SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the [X]
Registrant
Filed by a [ ]
Party other than the
Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under
Rule 14a-12
(Name of Registrant as
Specified In Its Charter)
(IF YOU CHECKED "FILED BY
REGISTRANT ABOVE" DO NOT
FILL THIS IN: Name of
Person(s) Filing Proxy
Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below
per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of
securities to which
transaction applies:
(2) Aggregate number of
securities to which
transaction applies:
(3) Per unit price or other
underlying value of
transaction
computed pursuant to Exchange
Act Rule 0-11:
(4) Proposed maximum aggregate
value of transaction:
(5) Total Fee Paid:
[ ] Fee paid previously with
preliminary materials.
[ ] Check box if any part of the
fee is offset as provided by
Exchange Act Rule 0-11(a)(2)
and identify the filing for
which the offsetting fee was
paid previously. Identify the
previous filing by
registration statement
number, or the Form or
Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or
Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY EXPORT AND MULTINATIONAL FUND
SPARTAN(registered trademark) ARIZONA MUNICIPAL INCOME FUND
SPARTAN MARYLAND MUNICIPAL INCOME FUND
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY UNION STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-6666
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Export and Multinational Fund, Spartan Arizona
Municipal Income Fund, Spartan Maryland Municipal Income Fund, and
Spartan Short-Intermediate Municipal Income Fund (the funds), will be
held at an office of Fidelity Union Street Trust (the trust), 27 State
Street, 10th Floor, Boston, Massachusetts 02109 on September 13, 2000,
at 9:00 a.m. The purpose of the Meeting is to consider and act upon
the following proposals, and to transact such other business as may
properly come before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the funds.
3. To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust.
4. To approve an amended management contract for Fidelity Export and
Multinational Fund.
5. To approve an amended management contract, including a management
fee structure change, for Spartan Short-Intermediate Municipal
Income Fund.
6. To approve an amended sub-advisory agreement with Fidelity
Management & Research (U.K.) Inc. (FMR U.K.) for Fidelity Export
and Multinational Fund.
7. To approve an amended sub-advisory agreement with Fidelity
Management & Research (Far East) Inc. (FMR Far East) for Fidelity
Export and Multinational Fund.
8. To approve a Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Export and Multinational Fund.
9. To approve an Agreement and Plan providing for the reorganization
of Spartan Short-Intermediate Municipal Income Fund from a
separate series of one Massachusetts business trust to another.
10. To eliminate a fundamental investment policy of Spartan
Short-Intermediate Municipal Income Fund.
11. To eliminate Spartan Short-Intermediate Municipal Income Fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy.
12. To amend each fund's fundamental investment limitation concerning
the concentration of its investments in a single industry.
13. To amend each fund's fundamental investment limitation concerning
underwriting.
The Board of Trustees has fixed the close of business on July 17,
2000 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.
By order of the Board of Trustees,
ERIC D. ROITER Secretary
July 17, 2000
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO VOTE
USING THE TOUCH-TONE VOTING INSTRUCTIONS FOUND BELOW OR INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED
IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK
YOUR COOPERATION IN RESPONDING PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the
registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card.
For example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee u/t/d Ann B. Collins, Trustee
12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE
1. Read the proxy statement, and have your proxy card handy.
2. Call the toll-free number indicated in the upper left corner of
your proxy card.
3. Enter the control number found immediately below the toll-free
number.
4. Follow the simple recorded instructions to cast your vote.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY UNION STREET TRUST:
FIDELITY EXPORT AND MULTINATIONAL FUND
SPARTAN ARIZONA MUNICIPAL INCOME FUND
SPARTAN MARYLAND MUNICIPAL INCOME FUND
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
TO BE HELD ON SEPTEMBER 13, 2000
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Union Street Trust (the trust) to be used at the Special
Meeting of Shareholders of Fidelity Export and Multinational Fund,
Spartan Arizona Municipal Income Fund, Spartan Maryland Municipal
Income Fund, and Spartan Short-Intermediate Municipal Income Fund (the
funds) and at any adjournments thereof (the Meeting), to be held on
September 13, 2000 at 9:00 a.m. at 27 State Street, 10th Floor,
Boston, Massachusetts 02109, an office of the trust and Fidelity
Management & Research Company (FMR), the funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is being made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about July 17, 2000.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, Management Information
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of [the funds] at an
anticipated cost of approximately [$______ (Fidelity Export and
Multinational Fund), $______ (Spartan Arizona Municipal Income Fund),
$________ (Spartan Maryland Municipal Income Fund), and $______
(Spartan Short-Intermediate Municipal Income Fund)]. The funds may
also arrange to have votes recorded by telephone. D.F. King & Co.,
Inc. may be paid on a per-call basis for vote-by-phone solicitations
on behalf of the funds at an anticipated cost of approximately $_____
(Fidelity Export and Multinational Fund), $_____ (Spartan Arizona
Municipal Income Fund), $______ (Spartan Maryland Municipal Income
Fund), and $______ (Spartan Short-Intermediate Municipal Income Fund).
If the funds record votes by telephone, they will use procedures
designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance
with their instructions, and to confirm that their instructions have
been properly recorded. Proxies voted by telephone may be revoked at
any time before they are voted in the same manner that proxies voted
by mail may be revoked. The expenses in connection with preparing
this Proxy Statement and its enclosures and of all solicitations,
including telephone voting, will be paid by the funds, provided the
expenses do not exceed Fidelity Export and Multinational Fund's
existing voluntary annual expense cap listed on page 65 (except for
Spartan Arizona Municipal Income Fund, Spartan Maryland Municipal
Income Fund, and Spartan Short-Intermediate Municipal Income Fund
whose expenses will be borne by FMR.) Expenses exceeding Fidelity
Export and Multinational Fund's voluntary expense cap will be paid by
FMR. The funds (FMR for Spartan Arizona Municipal Income Fund, Spartan
Maryland Municipal Income Fund, and Spartan Short-Intermediate
Municipal Income Fund) will reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the
beneficial owners of shares.
The principal business address of Fidelity Distributors Corporation
(FDC), the funds' principal underwriter and distribution agent, and
FMR U.K. and FMR Far East, subadvisers to Fidelity Export and
Multinational Fund, is 82 Devonshire Street, Boston, Massachusetts
02109. The principal business address of Fidelity Investments Money
Management, Inc. (FIMM), subadviser to Spartan Arizona Municipal
Income Fund, Spartan Maryland Municipal Income Fund, and Spartan
Short-Intermediate Municipal Income Fund, is 1 Spartan Way, Merrimack,
New Hampshire 03054. Fidelity Investments Japan Limited (FIJ) located
at Shiroyama JT Mori Bldg., 4-3-1 Toranomon, Minato-ku, Tokyo 105,
Japan, is also subadviser to Fidelity Export and Multinational Fund.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, by the trust's receipt of a subsequent valid telephonic
vote or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. Only proxies that are voted will
be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved. With respect to fund
shares held in Fidelity individual retirement accounts (including
Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA
Custodian will vote those shares for which it has received
instructions from shareholders only in accordance with such
instructions. If Fidelity IRA shareholders do not vote their shares,
the IRA Custodian will vote their shares for them, in the same
proportion as other Fidelity IRA shareholders have voted, but only to
the extent necessary to reach quorum at the meeting.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose
one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed
to vote AGAINST the item, in which case such shares will be voted
AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate.
Shares of each fund of the trust issued and outstanding as of May 31,
2000 are indicated in the following table:
Fidelity Export and Multinational Fund
Spartan Arizona Municipal Income Fund
Spartan Maryland Municipal Income Fund
Spartan Short-Intermediate Municipal Income Fund
[To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on May 31, 2000 was as follows:]
[FMR has advised the trust that FOR Proposals [___] contained in this
Proxy Statement, it will vote its shares at the Meeting For each
proposal. To the knowledge of the trust, no [other] shareholder owned
of record or beneficially more than 5% of the outstanding shares of
the funds on that date.]
Shareholders of record at the close of business on July 17, 2000 will
be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED AUGUST 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED FEBRUARY 29, 2000 CALL 1-800-544-6666 OR WRITE TO FDC AT 82
DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST. APPROVAL OF
PROPOSALS 4 THROUGH 13 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF
THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE FUNDS. UNDER THE
INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF
THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE
MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR
(B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER
NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.
The following tables summarize the proposals applicable to each fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Proposal # Proposal Description Applicable Fund(s) Page
1. To elect as Trustees the 12 All
nominees presented in
proposal 1.
2. To ratify the selection of All
PricewaterhouseCoopers LLP
as independent accountants
of the funds.
3. To authorize the Trustees to All
adopt an Amended and
Restated Declaration of Trust.
4. To approve an amended Fidelity Export and
management contract for the Multinational Fund
fund that would reduce the
management fee payable to
FMR by the fund as FMR's
assets under management
increase and allow future
modifications of the
contract without a
shareholder vote if
permitted by the 1940 Act.
5. To approve an amended Spartan Short-Intermediate
management contract, Municipal Income Fund
including a management fee
structure change for the
fund and allow future
modifications of the
contract without shareholder
vote if permitted by the
1940 Act.
6. To approve an amended Fidelity Export and
sub-advisory agreement with Multinational Fund
FMR U.K. to allow FMR, FMR
U.K., and the trust, on
behalf of the fund, to
modify the agreement without
a shareholder vote if
permitted by the 1940 Act.
7. To approve an amended Fidelity Export and
sub-advisory agreement with Multinational Fund
FMR Far East to allow FMR,
FMR Far East, and the trust,
on behalf of the fund, to
modify the agreement without
a shareholder vote if
permitted by the 1940 Act.
8. To approve a Distribution and Fidelity Export and
Service Plan for the fund Multinational Fund
which describes all material
aspects of the proposed
financing for the
distribution of fund shares.
9. To approve an agreement and Spartan Short-Intermediate
plan providing for the Municipal Income Fund
reorganization of the fund
from a separate series of
one Massachusetts business
trust to a separate series
of another Massachusetts
business trust.
10. To eliminate a fundamental Spartan Short-Intermediate
investment investment policy Municipal Income Fund
of Spartan
Short-Intermediate Municipal
Income Fund.
11. To eliminate the fundamental Spartan Short-Intermediate
80% investment policy and Municipal Income Fund
adopt a comparable
non-fundamental policy.
12. To amend the fundamental Fidelity Export and
investment limitation Multinational Fund, Spartan
concerning concentration. Arizona Municipal Income
Fund, Spartan Maryland
Municipal Income Fund, and
Spartan Short-Intermediate
Municipal Income Fund
13. To amend the fundamental Fidelity Export and
investment limitation Multinational Fund, Spartan
concerning underwriting. Arizona Municipal Income
Fund, Spartan Maryland
Municipal Income Fund, and
Spartan Short-Intermediate
Municipal Income Fund
</TABLE>
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Declaration of Trust of
Fidelity Union Street Trust, the Trustees have determined that the
number of Trustees shall be fixed at twelve. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.
All nominees named below are currently Trustees of Fidelity Union
Street Trust and have served in that capacity continuously since
originally elected or appointed. Robert M. Gates, Ned C. Lautenbach,
William O. McCoy, and Robert C. Pozen were selected by the trust's
Nominating and Administration Committee (see page __) and were
appointed to the Board in March 1997, January 2000, January 1997, and
August 1997, respectively. None of the nominees are related to one
another. Those nominees indicated by an asterisk (*) are "interested
persons" of the trust by virtue of, among other things, their
affiliation with either the trust, the funds' investment adviser (FMR,
or the Adviser), or the funds' distribution agent, FDC. The business
address of each nominee who is an "interested person" is 82 Devonshire
Street, Boston, Massachusetts 02109, and the business address of all
other nominees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Except for Robert M. Gates, Ned C.
Lautenbach, William O. McCoy, and Robert C. Pozen, each of the
nominees is currently a Trustee of 56 registered investment companies
advised by FMR. Mr. Gates, Mr. McCoy and Mr. Pozen are currently
Trustees of 55 registered investment companies advised by FMR. Mr.
Launtenbach is currently a Trustee of 52 registered investment
companies advised by FMR.
In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.
<TABLE>
<CAPTION>
<S> <C> <C>
Nominee (Age) Principal Occupation ** Year of Election or Appointment
Ralph F. Cox President of RABAR 1991
(68) Enterprises (management
consulting-engineering
industry, 1994). Prior to
February 1994, he was
President of Greenhill
Petroleum Corporation
(petroleum exploration and
production). Until March
1990, Mr. Cox was President
and Chief Operating Officer
of Union Pacific Resources
Company (exploration and
production). He is a
Director of Waste Management
Inc. (non-hazardous waste,
1993), CH2M Hill Companies
(engineering), and
Bonneville Pacific
(independent power and
petroleum production). In
addition, he is a member of
advisory boards of Texas A&M
University and the
University of Texas at Austin.
Phyllis Burke Davis Retired from Avon Products, 1992
(68) Inc. where she held various
positions including Senior
Vice President of Corporate
Affairs and Group Vice
President of U.S. sales,
distribution, and
manufacturing. She is
currently a Director of
BellSouth Corporation
(telecommunications), Eaton
Corporation (manufacturing),
and the TJX Companies, Inc.
(retail stores), and
previously served as a
Director of Hallmark Cards,
Inc., Nabisco Brands, Inc.,
and Standard Brands, Inc. In
addition, she is a member of
the Board of Directors of
the Southampton Hospital in
Southampton, N.Y. (1998).
Robert M. Gates Consultant, author, and 1997
(56) lecturer (1993). Mr. Gates
was Director of the Central
Intelligence Agency (CIA)
from 1991-1993. From 1989 to
1991, Mr. Gates served as
Assistant to the President
of the United States and
Deputy National Security
Advisor. Mr. Gates is a
Director of Charles Stark
Draper Laboratory
(non-profit), NACCO
Industries, Inc. (mining and
manufacturing), and TRW Inc.
(automotive, space, defense,
and information technology).
Mr. Gates previously served
as a Director of LucasVarity
PLC (automotive components
and diesel engines). He is
currently serving as Dean of
the George Bush School of
Government and Public
Service at Texas A & M
University (1999-2000). Mr.
Gates also is a Trustee of
the Forum for International
Policy and of the Endowment
Association of the College
of William and Mary. In
addition, he is a member of
the National Executive Board
of the Boy Scouts of America.
*Edward C. Johnson 3d President, is Chief Executive 1974
(70) Officer, Chairman, and a
Director of FMR Corp.; a
Director and Chairman of the
Board and of the Executive
Committee of FMR; Chairman
and a Director of Fidelity
Management & Research (U.K.)
Inc. and of Fidelity
Management & Research (Far
East) Inc.; Chairman (1998)
and a Director (1997) of
Fidelity Investments Money
Management, Inc.; Chairman
and Representative Director
of Fidelity Investments
Japan Limited (1997); and a
Director of FDC and of FMR
Co., Inc. (2000).
Donald J. Kirk Executive-in-Residence (1995) 1987
(67) 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 Partner of Clayton, Dubilier 2000
(56) & 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 Vice Chairman and a Director 1990
(57) of FMR; and a Director of
FMR Co., Inc. (2000). Prior
to May 31, 1990, he was a
Director of FMR and
Executive Vice President of
FMR (a position he held
until March 31, 1991); Vice
President of Fidelity
Magellan Fund and FMR Growth
Group Leader; and Managing
Director of FMR Corp. Mr.
Lynch was also Vice
President of Fidelity
Investments Corporate
Services (1991-1992). In
addition, he serves as a
Trustee of Boston College,
Massachusetts Eye & Ear
Infirmary, Historic
Deerfield (1989) and Society
for the Preservation of New
England Antiquities, and as
an Overseer of the Museum of
Fine Arts of Boston.
William O. McCoy Interim Chancellor for the 1997
(66) 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 Chairman of the 1989
(72) non-interested Trustees, is
Chairman of G.M. Management
Group (strategic advisory
services). Mr. McDonough is
a Director and Chairman of
the Board of York
International Corp. (air
conditioning and
refrigeration) 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. He also served as
a Director of Commercial
Intertech Corp. (hydraulic
systems, building systems,
and metal products) from
1992-2000 and, CUNO, Inc.
(liquid and gas filtration
products) from 1996-2000,
Marvin L. Mann Chairman Emeritus of Lexmark 1993
(67) 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 Senior Vice President, is 1997
(54) also 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 President of The Wales Group, 1989
(71) 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).
</TABLE>
** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
[As of May 31, 2000 the nominees, Trustees and officers of the Trust
and [each/the] fund[s] owned, in the aggregate, less than 1% of
[each/the] fund['s/s'] outstanding shares.]
If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended August 31, 1999. It is expected that the Trustees will
meet at least ten times a year at regularly scheduled meetings.
[ If a Trustee's attendance is below 75% (including attendance at any
committee meetings), this must be disclosed.]
The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, in conjunction with
meetings of the Board of Trustees. Currently, Messrs. Kirk (Chairman),
Gates and Lautenbach, and Mrs. Davis are members of the committee. The
committee oversees and monitors the trust's internal control
structure, its auditing function and its financial reporting process,
including the resolution of material reporting issues. The committee
recommends to the Board of Trustees the appointment of auditors for
the trust. It reviews audit plans, fees and other material
arrangements in respect of the engagement of auditors, including
non-audit services to be performed. It reviews the qualifications of
key personnel involved in the foregoing activities. The committee
plays an oversight role in respect of the trust's investment
compliance procedures and the code of ethics. During the twelve months
ended August 31,1999, the committee held eight meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Cox, Mann, and Williams. The
committee members confer periodically and hold meetings as required.
The committee makes nominations for independent trustees, and for
membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended August 31, 1999, the committee held three
meetings. The Nominating and Administration Committee will consider
nominees recommended by shareholders. Recommendations should be
submitted to the committee in care of the Secretary of the Trust. The
trust does not have a compensation committee; such matters are
considered by the Nominating and Administration Committee.
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended August 31, 1999 or calendar
year ended December 31, 1999, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION
FROM A Edward C. Johnson 3d** J. Michael Cook***** Ralph F. Cox Phyllis Burke Davis Robert M. Gates
FUND
Fidelity Export and $ 0 $ 0 $129 $123 $128
Multinational FundB
Spartan Arizona Municipal 0 0 9 8 9
Income FundB
Spartan Maryland Municipal 0 0 15 14 15
Income FundB
Spartan Short-Intermediate 0 0 212 202 211
Municipal Income FundB
TOTAL COMPENSATION FROM
THE FUND COMPLEX*, A $0 $0 $223,500 $220,500 $223,500
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION
FROM A E. Bradley Jones**** Donald J. Kirk Ned C. Lautenbach *** Peter S. Lynch ** William O. McCoy
FUND
Fidelity Export and $127 $129 $0 $0 $128
Multinational FundB
Spartan Arizona Municipal 8 9 0 0 9
Income FundB
Spartan Maryland Municipal 15 15 0 0 15
Income FundB
Spartan Short-Intermediate 209 211 0 0 211
Municipal Income FundB
TOTAL COMPENSATION FROM THE $222,000 $226,500 $0 $0 $223,500
FUND COMPLEX*, A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Gerald C. McDonough Marvin L. Mann Robert C. Pozen** Thomas R. Williams
FUND
Fidelity Export and $157 $128 $ 0 $126
Multinational FundB
Spartan Arizona Municipal 10 9 0 8
Income FundB
Spartan Maryland Municipal 18 15 0 15
Income FundB
Spartan Short-Intermediate 257 211 0 207
Municipal Income FundB
TOTAL COMPENSATION FROM THE $273,500 $220,500 $0 $223,500
FUND COMPLEX*, A
</TABLE>
* Information is for the calendar year ended December 31, 1999 for 236
funds in the complex.
** Interested Trustees of the funds 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.
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, $53,039; William O. McCoy, $53,039; and Thomas
R. Williams, $63,433.
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.
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUNDS.
By a vote of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent
accountants for each fund to sign or certify any financial statements
of each fund required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the
right of each fund, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty.
PricewaterhouseCoopers LLP has advised each fund that to the best of
its knowledge and belief, as of the record date, no
PricewaterhouseCoopers LLP professional had any direct or material
indirect ownership interest in such fund inconsistent with the
independence standards pertaining to accountants.
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of PricewaterhouseCoopers LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring
their presence.
3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST.
The Board of Trustees has approved and recommends that the
shareholders of the trust authorize them to adopt and execute an
Amended and Restated Declaration of Trust for the trust and the funds
of the trust in the form attached to this Proxy Statement as Exhibit 1
(New Declaration of Trust). The attached New Declaration of Trust has
been marked to show changes from the trust's existing Declaration of
Trust (Current Declaration of Trust). The New Declaration of Trust is
a more modern form of trust instrument for a Massachusetts business
trust, and, going forward, will be used as the standard Declaration of
Trust for all new Fidelity Massachusetts business trusts.
The New Declaration of Trust gives the Trustees more flexibility and,
subject to applicable requirements of the 1940 Act and Massachusetts
law, broader authority to act. This increased flexibility may allow
the Trustees to react more quickly to changes in competitive and
regulatory conditions and, as a consequence, may allow the funds to
operate in a more efficient and economical manner. ADOPTION OF THE NEW
DECLARATION OF TRUST WILL NOT ALTER IN ANY WAY THE TRUSTEES' EXISTING
FIDUCIARY OBLIGATIONS TO ACT WITH DUE CARE AND IN THE SHAREHOLDERS'
INTERESTS. BEFORE UTILIZING ANY NEW FLEXIBILITY THAT THE NEW
DECLARATION OF TRUST MAY AFFORD, THE TRUSTEES MUST FIRST CONSIDER THE
SHAREHOLDERS' INTERESTS AND THEN ACT IN ACCORDANCE WITH SUCH
INTERESTS.
Adoption of the New Declaration of Trust will NOT result in any
changes in the funds' Trustees or officers or in the investment
policies described in the funds' current prospectuses.
Generally, a majority of the Trustees may amend the Current
Declaration of Trust when authorized by a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the trust. On
October 16, 1997, the Trustees approved the form of the New
Declaration of Trust. On December 18, 1997 and November 18, 1999, the
Board approved several additional changes to the form of the New
Declaration of Trust, which changes have been incorporated into the
form attached to this Proxy Statement. On July 15, 1999, the Board
authorized the submission of the New Declaration of Trust to the
trust's shareholders for their authorization at this Meeting.
The New Declaration of Trust amends the Current Declaration of Trust
in a number of significant ways. The following discussion summarizes
some of the more significant amendments to the Current Declaration of
Trust effected by the New Declaration of Trust.
IN ADDITION TO THE CHANGES DESCRIBED BELOW, THERE ARE OTHER
SUBSTANTIVE AND STYLISTIC DIFFERENCES BETWEEN THE NEW DECLARATION OF
TRUST AND THE CURRENT DECLARATION OF TRUST. THE FOLLOWING SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE NEW DECLARATION OF TRUST
ITSELF, WHICH IS ATTACHED AS EXHIBIT 1 TO THIS PROXY STATEMENT.
SIGNIFICANT CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.
REORGANIZATION OR TERMINATION OF THE TRUST OR ITS SERIES OR CLASSES.
Unlike the Current Declaration of Trust, the New Declaration of Trust
generally permits the Trustees, subject to applicable Federal and
state law, to reorganize or terminate all or a portion of the trust or
any of its series or classes. The Current Declaration of Trust
requires shareholder approval in order to reorganize or terminate the
trust or any of its series.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit all or a portion
of the trust, a fund or class to reorganize into another entity. For
example, in order to reduce the cost and scope of state regulatory
constraints or to take advantage of a more favorable tax treatment
offered by another state, the Trustees may determine that it would be
in the shareholders' interests to reorganize a fund to domicile it in
another state or to change its legal form. Under the Current
Declaration of Trust, the Trustees cannot effectuate such a
potentially beneficial reorganization without first conducting a
shareholder meeting and incurring the attendant costs and delays. In
contrast, the New Declaration of Trust gives the Trustees the
flexibility to reorganize all or a portion of the trust or any of its
series or classes and achieve potential shareholder benefits without
incurring the delay and potential costs of a proxy solicitation. Such
flexibility should help to assure that the trust and its funds operate
under the most appropriate form of organization.
Similarly, under certain circumstances, it may not be in the
shareholders' interest to require a shareholder meeting to permit the
Trustees to terminate a fund or class. For example, a fund may have
insufficient assets to invest effectively or excessively high expense
levels due to operational needs. Under such circumstances, absent
viable alternatives, the Trustees may determine that terminating the
fund is in the shareholders' interest and the only appropriate course
of action. The process of obtaining shareholder approval of the fund's
termination may, however, make it more difficult to complete the
fund's liquidation and termination and, in general, will increase the
costs associated with the termination. In such a case, it may be in
the shareholders' interest to permit fund termination without
incurring the costs and delays of a shareholder meeting.
As discussed above, before allowing a trust, fund, or class
reorganization or termination to proceed without shareholder approval,
the Trustees have a fiduciary responsibility to first determine that
the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New
Declaration of Trust is also subject to any applicable requirements of
the 1940 Act and Massachusetts law. Of course, in all cases, the New
Declaration of Trust would require that shareholders receive written
notification of any proposed transaction.
The New Declaration of Trust does NOT give the Trustees the authority
to merge a fund or class with another operating mutual fund or sell
all or a portion of a class's or fund's assets to another operating
mutual fund without first seeking shareholder approval. Under the New
Declaration of Trust, shareholder approval is still required for these
transactions.
FUTURE AMENDMENTS OF THE DECLARATION OF TRUST. The New Declaration of
Trust permits the Trustees, with certain exceptions, to amend the
Declaration of Trust without shareholder approval. Under the New
Declaration of Trust, shareholders generally have the right to vote on
any amendment affecting their right to vote, on any amendment altering
the maximum number of permitted Trustees, on any amendment affecting
the New Declaration of Trust's amendment provisions, on any amendment
required by law or the trust's registration statement, and on any
matter submitted to shareholders by the Trustees. The Current
Declaration of Trust, on the other hand, generally gives shareholders
the exclusive power to amend the Declaration of Trust. By allowing
amendment of the Declaration of Trust without shareholder approval,
the New Declaration of Trust gives the Trustees the necessary
authority to react quickly to future contingencies. As mentioned
above, such increased authority remains subordinate to the Trustees'
continuing fiduciary obligations to act with due care and in the
shareholders' interest.
REFERENCES TO CLASSES. The New Declaration of Trust includes explicit
references to "classes" of a fund in appropriate places throughout the
document. Classes are often a more efficient way of offering a
specific investment strategy to different types of investors without
creating separate funds for each type of investor. Each class
represents an interest in the same portfolio of securities but may be
offered with different service features, distribution arrangements or
fees. Although the Trustees are not prohibited from authorizing the
issuance of classes of shares under the Current Declaration of Trust,
the Trustees believe that it is appropriate to explicitly describe
their ability, without a vote of shareholders, to establish new
classes of shares, to change or abolish existing classes of shares, to
divide an existing fund into classes of shares, and to take any other
action with respect to classes that they deem appropriate.
INVESTMENT IN OTHER INVESTMENT COMPANIES. The New Declaration of
Trust clarifies that the Trustees may authorize the investment of a
portion of a fund's assets in one or more open-end investment
companies (Fund-of-Funds Structure). The current Declaration of Trust
explicitly allows the Trustees to authorize the fund to invest all of
its assets in a single open-end investment company but does not
specifically provide the Trustees with the ability to invest a portion
of its assets in one or more investment companies. In a Fund-of-Funds
Structure, each fund retains its own characteristics, but is able to
achieve efficiencies by consolidating portfolio management for some or
all of its assets with other funds or to achieve other operational
efficiencies. The purpose of the Fund-of-Funds Structure generally is
to achieve operational efficiencies by consolidating portfolio
management for a portion of a fund's assets with other funds which
invest a portion of their assets similarly. For example, three
different funds with different allocations among stocks, bonds and
money market investments but similar investment policies within each
asset class might each invest in the same stock, bond and money market
funds. The Fund-of-Funds Structure allows multiple funds with similar
investment policies for a portion of their assets to consolidate
portfolio management in a single pool for their assets that are
managed similarly. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies or other benefits. While neither FMR nor the Trustees
have determined that a Fund-of-Funds Structure is appropriate at this
time, the Trustees believe it could be in the best interests of each
fund to adopt such a structure at a future date. If approved, the New
Declaration of Trust would provide the Trustees with the power to
authorize a fund to invest all or a portion of its assets in one or
more open-end investment companies. The Trustees will authorize such a
transaction only if a Fund-of-Funds Structure is permitted under the
fund's investment policies and if they determine that a Fund-of-Funds
Structure is in the best interests of a fund and its shareholders.
OTHER CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.
In addition to the significant changes above, the New Declaration of
Trust modifies the Current Declaration of Trust in a number of
important ways, including the following:
1. The New Declaration of Trust modifies the Current Declaration of
Trust to allow FMR to enter into a Management Contract with the trust,
on behalf of each fund, and to amend the fund's respective Management
Contract subject to the provisions of Section 15 of the 1940 Act, as
modified or interpreted by the SEC. In contrast, the Current
Declaration of Trust explicitly requires the vote of a majority of the
outstanding voting securities of a fund to enter into and amend
Management Contracts. A corresponding change is also proposed for
certain of the funds' Management Contracts. For more information on
this topic generally, see "Modification of Management Contract
Amendment Provisions" on pages 22 and 28.
2. The New Declaration of Trust broadens the authority of the
Trustees to redeem a shareholder for any reason deemed appropriate by
the Trustees. The Trustees' ability to do so would be limited by the
1940 Act and other applicable legal and regulatory requirements. The
Current Declaration of Trust explicitly allows the Trustees only to
redeem shareholders who do not meet a fund's minimum balance
requirement.
3. The New Declaration of Trust explicitly allows the Trustees to
effect Fund-of-Fund Structures, mergers, reorganizations and similar
transactions through any method approved by the Trustees, including
share-for-share exchanges, transfers or sale of assets, shareholder
in-kind redemptions and purchases, and exchange offers.
4 The New Declaration of Trust clarifies that the Trustees may impose
other fees (for example, purchase fees) in addition to sales charges
upon investment in a fund and clarifies that deferred sales charges
and other fees (for example, redemption fees) may be imposed upon
redemption of a fund's shares.
5. The New Declaration of Trust confirms and clarifies various
existing Trustee powers. For example, the New Declaration of Trust
clarifies that the Trustees may employ as fund custodians, in addition
to banks and trust companies, companies that are members of a national
securities exchange or other entities permitted under the 1940 Act;
delegate authority to investment advisers and other agents; adopt and
offer dividend reinvestment and related plans; operate and carry on
the business of an investment company; interpret the investment
policies, practices, and limitations of any fund; and deal in shares
of a fund.
6. The New Declaration of Trust clarifies that no shareholder of a
trust series shall have a claim on the assets of another series and
further clarifies that, by virtue of investing in a fund, a
shareholder is deemed to have assented to and agreed to be bound by
the terms of the New Declaration of Trust.
7. The New Declaration of Trust deletes various technical and/or
antiquated requirements from the Current Declaration of Trust,
including existing requirements that a Trustee vacancy be deemed to
occur when a Trustee is absent from his or her state of residence,
that Trustee vacancies must be filled within six calendar months, and
that portfolio securities be held pursuant to safeguards prescribed by
usual Massachusetts practice.
8. The New Declaration of Trust clarifies that the Trustees may
authorize dividends of fund property in addition to stock dividends.
9. The New Declaration of Trust permits the rights and preferences of
a series or class to be set forth in the registration statement for
such series or class or in any other document in addition to in a
resolution of the Board of Trustees.
10. Lastly, the New Declaration of Trust generally expands various
1940 Act defined terms to encompass SEC modifications and
interpretations. Specific references to discrete sections of the 1940
Act that are contained in the New Declaration of Trust have likewise
been expanded to include SEC modifications and interpretations.
CONCLUSION. The Board of Trustees has concluded that the proposed
adoption of the New Declaration of Trust is in the best interests of
the trust's shareholders. Accordingly, the Trustees unanimously
recommend that the shareholders vote FOR the proposal to authorize
them to adopt and execute the New Declaration of Trust. If the
proposal is not approved, the Current Declaration of Trust will remain
unchanged and in effect.
4. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY
EXPORT AND MULTINATIONAL FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (Independent Trustees), has approved,
and recommends that shareholders of the fund approve, a proposal to
adopt an amended management contract with FMR (Amended Contract). The
Amended Contract modifies the management fee that FMR receives from
the fund to provide for lower fees when FMR's assets under management
exceed certain levels. In addition, the Amended Contract allows FMR
and the trust, on behalf of the fund, to modify the Management
Contract subject to the requirements of the 1940 Act. The existing
Management Contract (Present Contract) currently requires the vote of
a majority of the fund's outstanding voting securities to authorize
all amendments. See "Modification of Management Contract Amendment
Provisions" on page 22 for more details. THE AMENDED CONTRACT WILL
RESULT IN A MANAGEMENT FEE THAT IS THE SAME AS, OR LOWER THAN, THE FEE
PAYABLE UNDER THE PRESENT CONTRACT. (For information on FMR, see the
section entitled "Activities and Management of FMR" on page 42.)
PROPOSED AMENDMENT(S) TO THE PRESENT MANAGEMENT CONTRACT. A copy of
the Amended Contract, marked to indicate the proposed amendment(s), is
supplied as Exhibit 2 on page 71 . Except for the modifications
discussed above, it is substantially identical to the Present
Contract. (For a detailed discussion of the fund's Present Contract,
refer to the section entitled "Present Management Contract for
Fidelity Export and Multinational Fund" beginning on page 44.) If
approved by shareholders, the Amended Contract will take effect on
October 1, 2000, (or, if later, the first day of the first month
following approval) and will remain in effect through July 31, 2001
and thereafter, but only as long as its continuance is approved at
least annually by (i) the vote, cast in person at a meeting called for
the purpose, of a majority of the Independent Trustees and (ii) the
vote of either a majority of the Trustees or by the vote of a majority
of the outstanding shares of the fund. If the Amended Contract is not
approved, the Present Contract will continue in effect through July
31, 2001, and thereafter only as long as its continuance is approved
at least annually as above.
The management fee is an annual percentage of the fund's average net
assets (the management fee rate), calculated and paid monthly. The
management fee rate is the sum of two components: a Group Fee Rate,
which varies according to assets under management by FMR, and a fixed
Individual Fund Fee Rate. The Amended Contract modifies the Group Fee
Rate by providing for lower fee rates if FMR's assets under management
remain above $426 billion.
MODIFICATION TO GROUP FEE RATE. The Group Fee Rate varies based upon
the monthly average of the aggregate net assets of all registered
investment companies having management contracts with FMR (assets
under management by FMR). For example, as assets under management by
FMR increase, the Group Fee Rate declines. The Amended Contract would
not change the group fee calculation for assets under management by
FMR of $426 billion or less. Above $426 billion in assets under FMR's
management, the Group Fee Rate declines under both the Present
Contract and the Amended Contact, but under the Amended Contract, it
declines faster. Group Fee Rates that are lower than those contained
in the fund's Present Contract have been voluntarily implemented by
FMR on January 1, 1996 and August 1, 1999.
The Group Fee Rate is calculated according to a graduated schedule
providing for different rates for different levels of assets under
management by FMR. The rate at which the Group Fee Rate declines is
determined by fee "breakpoints" that provide for lower fee rates when
assets increase. The Amended Contract adds 13 new fee breakpoints for
assets under FMR's management above $426 billion as illustrated in the
following table. (For an explanation of how the Group Fee Rate is used
to calculate the management fee, see the section entitled "Present
Management Contract For Fidelity Export and Multinational Fund"
beginning on page 44.)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACT AMENDED CONTRACT
Average Group Assets ($ Present Contract* Average Group Assets ($ Amended Contract
billions) billions)
Over 390 .2700% 390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
534 - 587 .2500%
587 - 646 .2463%
646 - 711 .2426%
711 - 782 .2389%
782 - 860 .2352%
860 - 946 .2315%
946 - 1,041 .2278%
1,041 - 1,145 .2241%
1,145 - 1,260 .2204%
Over 1,260 .2167%
</TABLE>
The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net Assets ($ billions) Present Contract* Amended Contract
150 0.3371% .3371%
200 0.3284% .3284%
250 0.3219% .3219%
300 0.3163% .3163%
350 0.3113% .3113%
400 0.3067% .3067%
450 0.3026% .3024%
500 0.2994% .2982%
550 0.2967% .2942%
600 0.2945% .2904%
650 0.2926% .2870%
700 0.2910% .2838%
750 0.2896% .2809%
800 0.2884% .2782%
850 0.2873% .2756%
900 0.2863% .2732%
950 0.2855% .2710%
1,000 0.2847% .2689%
1,050 0.2840% .2669%
1,100 0.2834% .2649%
1,150 0.2828% .2631%
1,200 0.2822% .2614%
1,250 0.2817% .2597%
1,300 0.2813% .2581%
1,350 0.2809% .2566%
1,400 0.2805% .2551%
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1996 and August 1, 1999.
Average assets under FMR's management for May 2000 were approximately
$860 billion.
COMPARISON OF MANAGEMENT FEES. For the month ended May 2000, average
assets under management by FMR were approximately $860 billion. The
fund's management fee rate under the Amended Contract, for the month
ended May 1999, would have been0.5752%, compared to 0.5871% under the
Present Contract. The management fee rate remains the same under both
the Present Contract and the Amended Contract until assets under FMR's
management exceed $426 billion, at which point the management fee rate
under the Amended Contract begins to decline relative to the Present
Contract.
The following chart compares the fund's management fee as calculated
under the terms of the Present Contract for fiscal 1999 to the
management fee the fund would have incurred if the Amended Contract
had been in effect, and shows the difference between the two as a
percentage of the management fee paid under the Present Contract.
<TABLE>
<CAPTION>
<S> <C> <C>
Present Contract Management Amended Contract Management Percentage Difference
Fee* Fee
$2,392,288 $2,366,942 (1.06%)
</TABLE>
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1996 and August 1, 1999.
The following chart compares the fund's management fee under the
terms of the Present Contract for the twelve month period ended May
2000 to the management fee the fund would have incurred if the Amended
Contract had been in effect, and shows the difference between the two
as a percentage of the management fee paid under the Present Contract.
<TABLE>
<CAPTION>
<S> <C> <C>
Present Contract Management Amended Contract Management Percentage Difference
Fee* Fee
$2,677,812 $2,632,262 (1.70%)
</TABLE>
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1996 and August 1, 1999.
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended
Contract allows FMR and the trust, on behalf of the fund, to amend the
Management Contract subject to the provisions of Section 15 of the
1940 Act, as modified or interpreted by the SEC. In contrast, the
Present Contract explicitly requires the vote of a majority of the
outstanding voting securities of the fund to authorize all amendments.
Generally, the proposed modification to the Present Contract's
amendment provisions will allow FMR and the trust, on behalf of the
fund, to amend the Management Contract without shareholder vote IF THE
1940 ACT PERMITS THEM TO DO SO. For example, under current
interpretations of Section 15 of the 1940 Act, the Amended Contract
would give FMR and the trust the ability to amend the Management
Contract to immediately reflect a management fee decrease without the
delay of having to first conduct a proxy solicitation, while a
management fee increase still would require shareholder approval. In
short, the proposed modification gives FMR and the trust added
flexibility to amend the Management Contract subject to 1940 Act
constraints. Of course, any future amendments to the Management
Contract would require the approval of the fund's Board of Trustees.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve
as Trustees are referred to herein as the "Fidelity funds." The Board
of Trustees meets eleven times a year. The Board of Trustees,
including the Independent Trustees, believes that matters bearing on
the appropriateness of the fund's management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees
or the Independent Trustees, as appropriate, act on all major matters,
a significant portion of the activities of the Board of Trustees
(including certain of those described herein) are conducted through
committees. The Independent Trustees meet frequently in executive
session and are advised by independent legal counsel selected by the
Independent Trustees.
The proposal to present the Amended Contract to shareholders was
approved by the Board of Trustees of the fund, including all of the
Independent Trustees, on July 15, 1999. The Board of Trustees
considered and approved the modifications to the Group Fee Rate
schedule during the two month period(s) from September to October 1999
and November to December 1995. The Board of Trustees received
materials relating to the Amended Contract in advance of the meeting
at which the Amended Contract was considered, and had the opportunity
to ask questions and request further information in connection with
such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their meetings the Trustees received materials specifically relating
to the Amended Contract. These materials included (i) information on
the investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption
data in respect of the fund, and (iii) the economic outlook and the
general investment outlook in the markets in which the fund invests.
The Board of Trustees and the Independent Trustees also consider
periodically other material facts such as (1) FMR's results and
financial condition, (2) arrangements in respect of the distribution
of the fund's shares, (3) the procedures employed to determine the
value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with
FMR and the use of "soft" commission dollars to pay fund expenses and
to pay for research and other similar services, (5) FMR's management
of the relationships with the fund's custodian and subcustodians, (6)
the resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions and (7) the nature, cost and character of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the impact of performance adjustments to management fees, (c)
the choice of performance indices and benchmarks, (d) the composition
of peer groups of funds, (e) transfer agency and bookkeeping fees paid
to affiliates of FMR, (f) investment performance, (g) investment
management staffing, (h) the potential for achieving further economies
of scale, (i) operating expenses paid to third parties, and (j) the
information furnished to investors, including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all the matters considered. Matters considered by the Board of
Trustees and the Independent Trustees in connection with their
approval of the Amended Contract include the following:
BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund
that is part of a large family of funds offering a variety of
investment disciplines and providing for a large variety of fund and
shareholder services. With regard to the proposed modification to the
Present Contract's amendment provisions, the Board of Trustees and the
Independent Trustees considered the benefit to shareholders of FMR's
and the trust's increased flexibility (within 1940 Act constraints) to
amend the Management Contract without the delays and potential costs
of a proxy solicitation.
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly the fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of an appropriate index or
combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees review at least annually the background of the fund's
portfolio manager and the fund's investment objective and discipline.
The Independent Trustees have also had discussions with senior
management of FMR responsible for investment operations and the senior
management of Fidelity's equity group. Among other things they
considered the size, education and experience of FMR's investment
staff, its use of technology, and FMR's approach to recruiting,
training and retaining portfolio managers and other research, advisory
and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Present Contract and the Amended
Contract and under separate agreements covering transfer agency
functions and pricing, bookkeeping and securities lending services, if
any. The Board of Trustees and the Independent Trustees have also
considered the nature and extent of FMR's supervision of third party
service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
considered whether there have been economies of scale in respect of
the management of the Fidelity funds, whether the Fidelity funds
(including the fund) have appropriately benefited from any economies
of scale, and whether there is potential for realization of any
further economies of scale. The Board of Trustees and the Independent
Trustees have concluded that FMR's mutual fund business presents some
limited opportunities to realize economies of scale and that these
economies are being shared between fund shareholders and FMR in an
appropriate manner. The Independent Trustees have also concluded that
the existing group fee structure should be continued but determined
that it would be appropriate to change the group fee structure as
proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by the
fund and the fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, insurance, publishing,
real estate, international research and investment funds, and others.
The Board of Trustees and the Independent Trustees considered the
intangible benefits that accrue to FMR and its affiliates by virtue of
their relationship with the fund.
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees concluded
(i) that the existing management fee structure is fair and reasonable
and (ii) that the proposed modifications to the management fee
structure, that is the reduction of the Group Fee Rate schedule and
the proposed modification to the Present Contract's amendment
provisions, are in the best interest of the fund's shareholders. The
Board of Trustees, including the Independent Trustees, voted to
approve the submission of the Amended Contract to shareholders of the
fund and recommends that shareholders of the fund vote FOR the Amended
Contract. If approved, the Amended Contract will take effect on the
first day of the first month following shareholder approval.
5. TO APPROVE AN AMENDED MANAGEMENT CONTRACT, INCLUDING A MANAGEMENT
FEE STRUCTURE CHANGE, FOR SPARTAN SHORT-INTERMEDIATE MUNICIPAL
INCOME FUND.
The Board of Trustees, including the Independent Trustees, has
approved, and recommends that shareholders of the funds approve, a
proposal to adopt an amended management contract with FMR (Amended
Contract). The Amended Contract changes the fund's current
"all-inclusive" management fee arrangement to a "group fee"
arrangement that is standard for other Fidelity municipal bond funds.
The change in the fund's management fee structure is discussed in more
detail below. In addition, the Amended Contract allows FMR and the
trust, on behalf of the fund, to modify the Management Contract
subject to the requirements of the 1940 Act. The existing Management
Contract currently requires the vote of a majority of the fund's
outstanding voting securities to authorize all amendments. See
"Modification of Management Contract Amendment Provisions" on page 28
for more details.
MODIFICATION OF MANAGEMENT FEE STRUCTURE. The proposed management fee
structure differs significantly from the fund's current management fee
structure. Under the terms of the fund's existing management contract
(Present Contract), the fund pays an all-inclusive management fee to
FMR that covers substantially all fund expenses. Specifically, under
the Present Contract, FMR pays the fund's operating expenses, with
limited exceptions. In contrast, under the terms of the Amended
Contract, the fund would pay its management fee and other expenses
separately. FMR would no longer pay the fund's other expenses.
If approved, the proposed group fee structure will result in a lower
management fee. Under the proposed group fee structure, the fund's
total operating expense ratio may, however, exceed its current rate of
0.55%. If the Amended Contract is approved, FMR has voluntarily agreed
to limit the fund's total operating expense ratio to 0.53% of the
fund's average net assets until December 31, 2001. See "Comparison of
Management Fees and Total Expenses" on page 27 for more detailed
information on the financial effects of changing to the proposed group
fee structure.
The fund's current management fee is an annual percentage of the
fund's average net assets and is calculated and paid monthly. Under
the Present Contract, the fund pays FMR a management fee at an annual
rate of 0.55% of the fund's average daily net assets. Under the terms
of the Present Contract, FMR not only provides the fund with
investment advisory and research services, but also pays all of the
fund's expenses, with the exception of fees and expenses of all
Trustees of the trust who are not "interested persons" of the trust or
FMR; interest on borrowings; taxes; brokerage fees and commissions;
and such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may
have to indemnify the officers and Trustees with respect to
litigation. The management fee that the fund pays FMR is reduced by an
amount equal to the fees and expenses paid by the fund to the
non-interested Trustees.
The Amended Contract would replace the fund's existing all-inclusive
management fee structure with a group fee structure that is standard
for other Fidelity municipal bond funds. Under the terms of the
Amended Contract, the fund would pay a management fee as well as its
other expenses.
Under the Amended Contract, the fund's management fee would be
calculated by adding a Group Fee Rate to an Individual Fund Fee Rate
and multiplying the result by the fund's average net assets. The Group
Fee Rate varies based upon the monthly average of the net assets of
all registered investment companies having management contracts with
FMR (assets under management by FMR). For example, as assets under
management by FMR increase, the Group Fee Rate declines. The
Individual Fund Fee Rate is a fixed rate specific to the fund. Under
the Amended Contract, the fund's Individual Fund Fee Rate would equal
0.25%.
The fund's proposed Group Fee Rate would be calculated according to
the graduated schedule below. The schedule provides for different fee
rates for different levels of assets under management by FMR. As
illustrated in the table, the rate at which the Group Fee Rate
declines is determined by fee "breakpoints" that provide for lower fee
rates when the total assets managed by FMR increase.
GROUP FEE RATE SCHEDULE
Average Group Assets Annualized Rate
0 - $3 billion .3700%
3 - 6 .3400%
6 - 9 .3100%
9 - 12 .2800%
12 - 15 .2500%
15 - 18 .2200%
18 - 21 .2000%
21 - 24 .1900%
24 - 30 .1800%
30 - 36 .1750%
36 - 42 .1700%
42 - 48 .1650%
48 - 66 .1600%
66 - 84 .1550%
84 - 120 .1500%
120 - 156 .1450%
156-192 .1400%
192-228 .1350%
228-264 .1300%
264-300 .1275%
300-336 .1250%
336-372 .1225%
372-408 .1200%
408-444 .1175%
444-480 .1150%
480-516 .1125%
516-587 .1100%
587-646 .1080%
646-711 .1060%
711-782 .1040%
782-860 .1020%
860 - 946 .1000%
946 - 1,041 .0980%
1,041 - 1,145 .0960%
1,145 - 1,260 .0940%
Over 1,260 .0920%
Average assets under management by FMR for May 2000 were
approximately $860 billion.
Under the Amended Contract, in addition to the management fee, the
fund will pay all of its other operating expenses, including (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trustees other
than those who are "interested persons" of the trust or FMR; (iv)
legal and audit expenses; (v) custodian, registrar and transfer agent
fees and expenses; (vi) fees and expenses related to the registration
and qualification of the trust and the fund's shares for distribution
under state and federal securities laws; (vii) expenses of printing
and mailing reports and notices and proxy material to shareholders;
(viii) all other expenses incidental to holding meetings of
shareholders, including proxy solicitations; (ix) a pro rata share,
based on relative net assets of the fund and other registered
investment companies having Advisory and Service or Management
Contracts with FMR, of 50% of insurance premiums for fidelity and
other coverage; (x) its proportionate share of association membership
dues; (xi) expenses of typesetting for printing prospectuses and
statements of additional information and supplements thereto; (xii)
expenses of printing and mailing prospectuses and statements of
additional information and supplements thereto sent to existing
shareholders; and (xiii) such non-recurring or extraordinary expenses
as may arise, including those relating to actions, suits or
proceedings to which the fund is a party and the legal obligation
which the fund may have to indemnify the Trustees and officers with
respect thereto.
Lastly, under the fund's current all-inclusive management fee
arrangement, shareholders currently have the right to vote on any
expense increases over 0.55% of average net assets. Under the Amended
Contract, shareholders would also have the right to vote on any
increases in FMR's management fee; however, because the management fee
would not be all-inclusive, shareholders would not have the right to
vote on other expense increases.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. As indicated below,
if the Amended Contract is approved, the fund's management fee will
decrease; although the fund's total operating expense ratio may
increase. If the Amended Contract is approved, FMR has voluntarily
agreed to limit the fund's total operating expense ratio to __% of its
average net assets through __, 200_ (excluding interest, taxes,
brokerage commissions and extraordinary expenses). After September 30,
2000, the fund's total operating expense ratio could increase and
could exceed the fund's current 0.55% all-inclusive management fee.
However, at the level of assets under management by FMR for May 2000
($860 billion), changing from the fund's current 0.55% all-inclusive
management fee rate to the proposed group fee structure (without any
expense reimbursement) would result in an estimated total operating
expense ratio for Spartan Short-Intermediate Municipal Income Fund of
__%.
The following chart compares the fund's management fee under the
terms of its Present Contract for the fiscal year ended August 31,
1999, to the management fee that the fund would have incurred under
the Amended Contract if it had been in effect during that period.
<TABLE>
<CAPTION>
<S> <C> <C>
Present Contract Management Amended Contract Management Percentage Difference*
Fee* Fee*
$3,673,000 $2,544,000 (30.74%)
</TABLE>
* Under the Present Contract, FMR pays substantially all fund expenses
from the 0.55% management fee it receives from the fund. Under the
Amended Contract, FMR is not responsible for paying the fund's
expenses; the fund pays its operating expenses separately from the
management fee. See "Modification of Management Fee Structure" on page
28 for more details.
The following chart compares the fund's management fee under the
terms of the Present Contract for the twelve month period ended May
31,2000, to the management fee that the fund would have incurred under
the Amended Contract if it had been in effect during that period.
<TABLE>
<CAPTION>
<S> <C> <C>
Present Contract Management Amended Contract Management Percentage Difference*
Fee* Fee*
$3,955,000 $2,716,000 (31.33%)
</TABLE>
* Under the Present Contract, FMR pays substantially all fund expenses
from the 0.55% management fee it receives from the fund. Under the
Amended Contract, FMR is not responsible for paying the fund's
expenses; the fund pays its operating expenses separately from the
management fee. See "Modification of Management Fee Structure" on page
__ for more details.
COMPARATIVE EXPENSE TABLE
The following tables provide data concerning the fund's management
fees and expenses as a percentage of average net assets for the 12
month period ended May 31, 2000 under the Present Contract and if the
Amended Contract had been in effect during the same period.
The following figures are based on historical expenses adjusted to
reflect current fees and are calculated as a percentage of average net
assets.
Present Contract* Amended Contract*
Management Fee 0.55% __%
Rule 12b-1 Fee none none
Other Expenses 0.00% %
Total Operating Expenses 0.55% ___%
* Under the Present Contract, FMR pays substantially all fund expenses
from the 0.55% management fee it receives from the fund. Under the
Amended Contract, FMR is not responsible for paying the fund's
expenses; the fund pays its operating expenses separately from the
management fee. See "Modification of Management Fee Structure" on page
__ for more details.
EXAMPLE: The following illustrates the expenses on a $10,000
investment under the fees and expenses stated above, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Present Contract Amended Contract
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
Spartan Short- Intermediate $56 $176 $307 $689 $ $ $ $
Municipal Income Fund
</TABLE>
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of
the fund. The example above should not be considered a representation
of past or future expenses of the fund. Actual expenses may vary from
year to year and may be higher or lower than those shown above.
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended
Contract allows FMR and the trust, on behalf of the fund, to amend the
fund's Management Contract subject to the provisions of Section 15 of
the 1940 Act, as modified or interpreted by the SEC. In contrast, the
Present Contract explicitly requires the vote of a majority of the
outstanding voting securities of the fund to authorize all amendments.
Generally, the proposed modification to the Present Contract's
amendment provisions will allow FMR and the trust, on behalf of the
fund, to amend the Management Contract without shareholder vote IF THE
1940 ACT PERMITS THEM TO DO SO. For example, under current
interpretations of Section 15 of the 1940 Act, the Amended Contract
would give FMR and the trust the ability to amend the fund's
Management Contract to immediately reflect a management fee decrease
without the delay of having to first conduct a proxy solicitation. In
short, the proposed modification gives FMR and the Trust added
flexibility to amend the fund's management contract subject to 1940
Act constraints. Of course, any future amendments to the fund's
Management Contract would require the approval of the fund's Board of
Trustees.
EFFECTIVE DATE OF AMENDED CONTRACT. If approved by shareholders, the
Amended Contract will take effect on October 1, 2000 (or, if later,
the first day of the first month following approval) and will remain
in effect through June 30, 2001 and thereafter, but only as long as
its continuance is approved at least annually by (i) the vote, cast in
person at a meeting called for the purpose, or the vote of a majority
of the Independent Trustees and (ii) the vote of either a majority of
the Trustees or a majority of the outstanding shares of the fund. If
Amended Contract is not approved, the Present Contract will continue
in effect through June 30, 2001, and thereafter only as long as its
continuance is approved at least annually as above. A copy of the form
of Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 3 on page 76. Except for the material
modifications discussed in this proposal, the Amended Contract is
substantially the same as the Present Contract. (For a detailed
discussion of the fund's Present Contract, refer to the section
entitled "Present Management Contract of Spartan Short-Intermediate
Municipal Income Fund" beginning on page 46.)
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve
as Trustees are referred to herein as the "Fidelity funds." The Board
of Trustees meets eleven times a year. The Board of Trustees,
including the Independent Trustees, believes that matters bearing on
the appropriateness of the fund's management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees
or the Independent Trustees, as appropriate, act on all major matters,
a significant portion of the activities of the Board of Trustees
(including certain of those described herein) are conducted through
committees. The Independent Trustees meet frequently in executive
session and are advised by independent legal counsel selected by the
Independent Trustees.
The proposal to present the Amended Contract to shareholders was
approved by the Board of Trustees of the fund, including all of the
Independent Trustees, on July 15, 1999. The Board of Trustees received
materials relating to the Amended Contract in advance of the meeting
at which the Amended Contract was considered, and had the opportunity
to ask questions and request further information in connection with
such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their meetings, the Trustees received materials specifically relating
to the Amended Contract. These materials included (i) information on
the investment performance of the fund, a peer group of funds, and an
appropriate index or combination of indices, (ii) sales and redemption
data in respect of the fund, (iii) the economic outlook and the
general investment outlook in the markets in which the fund invests,
and (iv) notable changes in the fund's investments. The Board of
Trustees and the Independent Trustees also consider periodically other
material facts such as (1) FMR's results and financial condition, (2)
arrangements in respect of the distribution of the fund's shares, (3)
the procedures employed to determine the value of the fund's assets,
(4) the allocation of the fund's brokerage, if any, including
allocations to brokers affiliated with FMR, (5) FMR's management of
the relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions, and (7) the nature, cost and character of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the choice of performance indices and benchmarks, (c) the
composition of peer groups of funds, (d) transfer agency and
bookkeeping fees paid to affiliates of FMR, (e) investment
performance, (f) investment management staffing, (g) the potential for
achieving further economies of scale, (h) operating expenses paid to
third parties, and (i) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all the matters considered. Matters considered by the Board of
Trustees and the Independent Trustees in connection with their
approval of the Amended Contract include the following:
BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund
that is part of a large family of funds offering a variety of
investment disciplines and providing for a large variety of fund and
shareholder services. With regard to the proposed modification to the
Present Contract's amendment provisions, the Board of Trustees and the
Independent Trustees considered the benefit to shareholders of FMR's
and the trust's increased flexibility (within 1940 Act constraints) to
amend the Management Contract without the delays and potential costs
of a proxy solicitation.
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly the fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of an appropriate index or
combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the
Independent Trustees review at least annually the background of the
fund's portfolio manager and the fund's investment objective and
discipline. The Independent Trustees have also had discussions with
senior management of FMR responsible for investment operations and the
senior management of Fidelity's fixed-income group. Among other things
they considered the size, education and experience of FMR's investment
staff, its use of technology, and FMR's approach to recruiting,
training and retaining portfolio managers and other research, advisory
and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Present Contract and the Amended
Contract and under separate agreements covering transfer agency
functions and pricing, bookkeeping and securities lending services, if
any. The Board of Trustees and the Independent Trustees have also
considered the nature and extent of FMR's supervision of third party
service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent
Trustees considered whether there have been economies of scale in
respect of the management of the Fidelity funds, whether the Fidelity
funds (including the fund) have appropriately benefited from any
economies of scale, and whether there is potential for realization of
any further economies of scale. The Board of Trustees and the
Independent Trustees have concluded that FMR's mutual fund business
presents some limited opportunities to realize economies of scale and
that these economies are being shared between fund shareholders and
FMR in an appropriate manner.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by the
fund and the fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, insurance, publishing,
real estate, international research and investment funds, and others.
The Board of Trustees and the Independent Trustees considered the
intangible benefits that accrue to FMR and its affiliates by virtue of
their relationship with the fund.
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees concluded
that the proposed modifications to the management fee structure, that
is the implementation of the Group Fee Rate structure and the proposed
modification to the Present Contract's amendment provisions, are in
the best interest of the fund's shareholders. The Board of Trustees,
including the Independent Trustees, voted to approve the submission of
the Amended Contract to shareholders of the fund and recommends that
shareholders of the fund vote FOR the Amended Contract. If approved,
the Amended Contract will take effect on the first day of the first
month following shareholder approval.
6. TO APPROVE AN AMENDED SUB-ADVISORY AGREEMENT WITH FMR U.K.
FOR FIDELITY EXPORT AND MULTINATIONAL FUND.
The Board of Trustees, including the Independent Trustees, has
approved, and recommends that shareholders of the fund approve, a
proposal to adopt an amended sub-advisory agreement among FMR, FMR
U.K., and the trust with respect to the fund (Amended Agreement). The
fund's Amended Agreement would allow FMR, FMR U.K., and the trust, on
behalf of the fund, to modify the Amended Agreement subject to the
requirements of the 1940 Act. The fund's existing sub-advisory
agreement (Present Agreement) requires the vote of a majority of the
fund's outstanding voting securities to authorize all amendments. FMR
PAYS ALL OF FMR U.K.'S FEES UNDER THE FUND'S AMENDED AGREEMENT. THE
FUND'S AMENDED AGREEMENT WOULD NOT AFFECT THE FEES THAT THE FUND PAYS
TO FMR UNDER ITS PRESENT MANAGEMENT CONTRACT.
PRESENT AGREEMENT. Under the fund's Present Agreement, FMR U.K. acts
as an investment consultant to FMR and supplies FMR with investment
research information and portfolio management advice as FMR reasonably
requests on behalf of the fund. FMR U.K. provides investment advice
and research services with respect to issuers located outside of the
United States, focusing primarily on companies based in Europe. Under
the fund's Present Agreement with FMR U.K., FMR, NOT THE FUND, pays
FMR U.K. a fee equal to 110% of FMR U.K.'s costs incurred in
connection with providing investment advice and research services.
Furthermore, under the fund's Present Agreement, FMR may grant FMR
U.K. investment management authority with respect to all or a portion
of the fund's assets, as well as the authority to buy and sell stocks,
bonds, and other securities for the fund, subject to the overall
supervision of FMR and the Board of Trustees. To the extent that FMR
grants FMR U.K. investment management authority under the fund's
Present Agreement, FMR, NOT THE FUND, pays FMR U.K. a fee equal to 50%
of FMR's monthly management fee with respect to the fund's average net
assets managed by FMR U.K. on a discretionary basis.
The fund's Present Agreement requires the vote of a majority of the
fund's outstanding voting securities to authorize all amendments.
PROPOSED AMENDMENT TO THE PRESENT AGREEMENT. The fund's Amended
Agreement would allow FMR, FMR U.K., and the trust, on behalf of the
fund, to amend the Proposed Agreement subject to the provisions of
Section 15 of the 1940 Act, as modified or interpreted by the SEC. In
contrast, the fund's Present Agreement explicitly requires the vote of
a majority of the outstanding voting securities of the fund to
authorize all amendments. Generally, the proposed modification to the
Present Agreement's amendment provisions would allow amendment of the
Amended Agreement without shareholder vote ONLY IF THE 1940 ACT SO
PERMITS. In short, the proposed modification gives FMR, FMR U.K., and
the trust added flexibility to amend the Amended Agreement subject to
1940 Act constraints. Of course, any future amendments to the Amended
Agreement would require the approval of the Board of Trustees.
On May 18, 2000, the Board of Trustees agreed to submit the Amended
Agreement to shareholders of the fund pursuant to a unanimous vote of
both the full Board of Trustees and the Independent Trustees. The
Trustees considered the benefit to shareholders of FMR's, FMR U.K.'s,
and the trust's increased flexibility (within 1940 Act constraints) to
amend the Amended Agreement without the delays and potential costs of
a proxy solicitation.
A corresponding modification is also proposed to the amendment
provisions in the fund's present management contract. See
"Modification of Management Contract Amendment Provisions" for the
fund on page 84.
A copy of the form of Amended Agreement for the fund, marked to
indicate the proposed amendment, is supplied as Exhibit 4 beginning on
page 81. Except for the modification discussed above, the fund's
Amended Agreement is substantially identical to its Present Agreement.
(For a detailed discussion of the fund's Present Agreement, refer to
the section entitled "Sub-Advisory Agreements" beginning on page 47.)
If approved by shareholders, the fund's Amended Agreement will take
effect on October 1, 2000 (or the first day of the first month
following approval) and will remain in effect through July 31, 2001
and from year to year thereafter, but only as long as its continuance
is approved at least annually by (i) the vote, cast in person at a
meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. The fund's Amended
Agreement would be terminable on 60 days' written notice by either
party to the agreement and the Amended Agreement would terminate
automatically in the event of its assignment. If the fund's Amended
Agreement is not approved, its Present Agreement will continue in
effect through July 31, 2001 and thereafter only as long as its
continuance is approved at least annually as above.
FMR would continue to pay all of FMR U.K.'s fees under the fund's
Amended Agreement. If shareholders approve the Amended Agreement, FMR
could, in the future and subject to the approval of the Board of
Trustees, further amend the Amended Agreement to change the fees FMR
pays to FMR U.K. for providing the services described above. IF
SHAREHOLDERS APPROVE THE AMENDED AGREEMENT, FMR COULD NOT, HOWEVER, IN
THE FUTURE AMEND THE FUND'S PRESENT MANAGEMENT CONTRACT TO INCREASE
THE FUND'S MANAGEMENT FEE RATE PAYABLE TO FMR THEREUNDER WITHOUT
SHAREHOLDER APPROVAL.
FMR U.K., with its principal office in London, England, is a
wholly-owned subsidiary of FMR established in 1986 to provide
investment research to FMR with respect to foreign securities. This
research complements other research on foreign securities produced by
FMR's U.S.-based research analysts and portfolio managers, or obtained
from broker-dealers or other sources.
FMR U.K. may also provide investment advisory services to FMR with
respect to other investment companies for which FMR serves as
investment adviser, and to other clients. Currently, FMR U.K.'s only
client other than FMR is Fidelity International Limited (FIL), an
affiliate of FMR organized under the laws of Bermuda. FIL provides
investment advisory services to non-U.S. investment companies and
institutional investors investing in securities of issuers throughout
the world. Edward C. Johnson 3d, President and a Trustee of the trust,
is Chairman and a Director of FMR U.K., Chairman and a Director of
FIL, and a principal stockholder of both FIL and FMR. For more
information on FMR U.K., see the section entitled "Activities and
Management of FMR U.K., FMR Far East, and FIJ" on page 43.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. With respect to the fund, if the Amended
Agreement is approved by shareholders, the Amended Agreement will take
effect on the first day of the first month following approval. If the
Amended Agreement is not approved by shareholders, the Present
Agreement with FMR U.K. will remain in effect.
7. TO APPROVE AN AMENDED SUB-ADVISORY AGREEMENT WITH FMR FAR
EAST FOR FIDELITY EXPORT AND MULTINATIONAL FUND.
The Board of Trustees, including the Independent Trustees, has
approved, and recommends that shareholders of the fund approve, a
proposal to adopt an amended sub-advisory agreement among FMR, FMR Far
East, and the trust with respect to the fund (Amended Agreement). The
fund's Amended Agreement would allow FMR, FMR Far East, and the trust,
on behalf of the fund, to modify the Amended Agreement subject to the
requirements of the 1940 Act. The fund's existing sub-advisory
agreement (Present Agreement) requires the vote of a majority of the
fund's outstanding voting securities to authorize all amendments. FMR
PAYS ALL OF FMR FAR EAST'S FEES UNDER THE FUND'S AMENDED AGREEMENT.
THE FUND'S AMENDED AGREEMENT WOULD NOT AFFECT THE FEES THAT THE FUND
PAYS TO FMR UNDER ITS PRESENT MANAGEMENT CONTRACT.
PRESENT AGREEMENT. Under the fund's Present Agreement, FMR Far East
acts as an investment consultant to FMR and supplies FMR with
investment research information and portfolio management advice as FMR
reasonably requests on behalf of the fund. FMR Far East provides
investment advice and research services with respect to issuers
located outside of the United States, focusing primarily on companies
based in the Far East. Under the fund's Present Agreement with FMR Far
East, FMR, NOT THE FUND, pays FMR Far East a fee equal to 105% of FMR
Far East's costs incurred in connection with providing investment
advice and research services. Effective January 1, 2000, FMR Far East,
in turn, has entered into an agreement with FIJ, a wholly owned
subsidiary of FIL, to provide such investment research and portfolio
management advice as FMR Far East reasonably requests. FMR Far East,
NOT THE FUND, pays FIJ a sub-advisory fee equal to 100% of FIJ's costs
incurred in connection with providing investment advice and research
services.
Furthermore, under the fund's Present Agreement, FMR may grant FMR
Far East investment management authority with respect to all or a
portion of the fund's assets, as well as the authority to buy and sell
stocks, bonds, and other securities for the fund, subject to the
overall supervision of FMR and the Board of Trustees. To the extent
that FMR grants FMR Far East investment management authority under the
fund's Present Agreement, FMR, NOT THE FUND, pays FMR Far East a fee
equal to 50% of FMR's monthly management fee with respect to the
fund's average net assets managed by FMR Far East on a discretionary
basis.
The fund's Present Agreement requires the vote of a majority of the
fund's outstanding voting securities to authorize all amendments.
PROPOSED AMENDMENT TO THE PRESENT AGREEMENT. The fund's Amended
Agreement would allow FMR, FMR Far East, and the trust, on behalf of
the fund, to amend the Proposed Agreement subject to the provisions of
Section 15 of the 1940 Act, as modified or interpreted by the SEC. In
contrast, the fund's Present Agreement explicitly requires the vote of
a majority of the outstanding voting securities of the fund to
authorize all amendments. Generally, the proposed modification to the
Present Agreement's amendment provisions would allow amendment of the
Amended Agreement without shareholder vote ONLY IF THE 1940 ACT SO
PERMITS. In short, the proposed modification gives FMR, FMR Far East,
and the trust added flexibility to amend the Amended Agreement subject
to 1940 Act constraints. Of course, any future amendments to the
Amended Agreement would require the approval of the Board of Trustees.
On May 18, 2000, the Board of Trustees agreed to submit the Amended
Agreement to shareholders of the fund pursuant to a unanimous vote of
both the full Board of Trustees and the Independent Trustees. The
Trustees considered the benefit to shareholders of FMR's, FMR Far
East's, and the trust's increased flexibility (within 1940 Act
constraints) to amend the Amended Agreement without the delays and
potential costs of a proxy solicitation.
A corresponding modification is also proposed to the amendment
provisions in the fund's present management contract. See
"Modification of Management Contract Amendment Provisions" for the
fund on page 84.
A copy of the form of Amended Agreement for the fund, marked to
indicate the proposed amendment, is supplied as Exhibit 5 beginning on
page 81. Except for the modification discussed above, the fund's
Amended Agreement is substantially identical to its Present Agreement.
(For a detailed discussion of the fund's Present Agreement, refer to
the section entitled "Sub-Advisory Agreements" beginning on page 47.)
If approved by shareholders, the fund's Amended Agreement will take
effect on October 1, 2000 (or the first day of the first month
following approval) and will remain in effect through July 31, 2001
and from year to year thereafter, but only as long as its continuance
is approved at least annually by (i) the vote, cast in person at a
meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. The fund's Amended
Agreement would be terminable on 60 days' written notice by either
party to the agreement and the Amended Agreement would terminate
automatically in the event of its assignment. If the fund's Amended
Agreement is not approved, its Present Agreement will continue in
effect through July 31, 2001 and thereafter only as long as its
continuance is approved at least annually as above.
FMR would continue to pay all of FMR Far East's fees under the fund's
Amended Agreement. If shareholders approve the Amended Agreement, FMR
could, in the future and subject to the approval of the Board of
Trustees, further amend the Amended Agreement to change the fees FMR
pays to FMR Far East for providing the services described above. IF
SHAREHOLDERS APPROVE THE AMENDED AGREEMENT, FMR COULD NOT, HOWEVER, IN
THE FUTURE AMEND THE FUND'S PRESENT MANAGEMENT CONTRACT TO INCREASE
THE FUND'S MANAGEMENT FEE RATE PAYABLE TO FMR THEREUNDER WITHOUT
SHAREHOLDER APPROVAL.
FMR Far East, with its principal office in Tokyo, Japan, is a
wholly-owned subsidiary of FMR established in 1986 to provide
investment research to FMR with respect to foreign securities. This
research complements other research on foreign securities produced by
FMR's U.S.-based research analysts and portfolio managers, or obtained
from broker-dealers or other sources.
FMR Far East may also provide investment advisory services to FMR
with respect to other investment companies for which FMR serves as
investment adviser, and to other clients. Currently, FMR Far East's
only client other than FMR is FIL, an affiliate of FMR organized under
the laws of Bermuda. FIL provides investment advisory services to
non-U.S. investment companies and institutional investors investing in
securities of issuers throughout the world. Edward C. Johnson 3d,
President and a Trustee of the trust, is Chairman and a Director of
FMR Far East, Chairman and a Director of FIL, and a principal
stockholder of both FIL and FMR. For more information on FMR Far East,
see the section entitled "Activities and Management of FMR U.K., FMR
Far East, and FIJ" on page 43.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. With respect to the fund, if the Amended
Agreement is approved by shareholders, the Amended Agreement will take
effect on the first day of the first month following approval. If the
Amended Agreement is not approved by shareholders, the Present
Agreement with FMR Far East will remain in effect.
8. TO APPROVE A DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1
FOR FIDELITY EXPORT AND MULTINATIONAL FUND.
The Board of Trustees has approved, and recommends that shareholders
of Fidelity Export and Multinational Fund approve a Distribution and
Service Plan (the Plan) for the fund. A copy of the Plan is attached
to this Proxy Statement as Exhibit 6.
THE PLAN. The Plan was approved by the Board as provided for by Rule
12b-1 (the Rule) promulgated by the SEC under the 1940 Act. The Rule
provides that an investment company (e.g., a mutual fund) acting as a
distributor of its shares must do so pursuant to a written Plan
"describing all material aspects of the proposed financing of
distribution.'' Under the Rule, an investment company is deemed to be
acting as a distributor of its shares if it engages "directly or
indirectly in financing any activity which is primarily intended to
result in the sale of shares issued by such company, including, but
not necessarily limited to, advertising, compensation of underwriters,
dealers, and sales personnel, the printing and mailing of prospectuses
to other than current shareholders, and the printing and mailing of
sales literature.''
The Plan is designed to avoid legal uncertainties which may arise
from the ambiguity of the phrase "primarily intended to result in the
sale of shares'' and from the term "indirectly'' as used in the Rule.
The SEC has neither approved nor disapproved the Plan.
The Plan contemplates that all expenses relating to the distribution
of fund shares shall be paid for by FMR, or FDC, a wholly owned
subsidiary of FMR Corp., out of past profits and other resources,
including management fees paid by a fund to FMR. The Plan also
recognizes that FMR, either directly or through FDC, may make payments
from these sources to securities dealers and to other third parties
who engage in the sale of fund shares or who render shareholder
services. The Plan provides that, to the extent that the fund's
payment of management fees to FMR might be considered to constitute
the "indirect'' financing of activities "primarily intended to result
in the sale of shares,'' such payment is expressly authorized. THE
PLAN DOES NOT AUTHORIZE PAYMENTS BY THE FUND OTHER THAN THOSE THAT ARE
TO BE MADE TO FMR UNDER ITS MANAGEMENT CONTRACT.
The fund 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.
Although the Plan contemplates that FMR and FDC may engage in various
distribution activities, it does not require them to perform any
specific type of distribution activity or to incur any specific level
of expense for such activities.
The Plan contains a number of provisions relating to reporting
obligations and to its amendment and termination as required by the
Rule. If approved by shareholders, the Plan will continue in effect as
long as its continuance is specifically approved at least annually by
a majority of the Board of Trustees, including a majority of the
Trustees who are not "interested persons'' of the trust and who have
no direct or indirect financial interest in the operation of the Plan
or any agreement related to the Plan (the non-interested Trustees),
cast in person at a meeting called for the purpose of voting on the
Plan. The Plan may be amended at any time by the Trustees, except that
it may not be amended to authorize direct payments by the fund to
finance any activity primarily intended to result in the sale of
shares issued by the fund or to increase materially the amount spent
by the fund for distribution without the approval of a majority of the
outstanding shares of the fund and the Trustees. All material
amendments to the Plan must be approved by a majority of the
non-interested Trustees. The Plan, and any agreements related to the
Plan, may be terminated at any time by a vote of the majority of the
non-interested Trustees or by a vote of a majority of the outstanding
shares of the fund. The Plan requires that the Trustees receive, at
least quarterly, a written report as to the amounts expended during
the quarter by FMR, or FDC, in connection with financing any activity
primarily intended to result in the sale of shares issued by the fund,
and the purposes for which such expenditures were made. As required by
the Rule, while the Plan is in effect, the selection and nomination of
those Trustees who are not "interested persons" shall be committed to
the discretion of the non-interested Trustees then in office.
TRUSTEE CONSIDERATION. In determining to recommend the adoption of
the Plan, the Board considered a variety of factors and was advised by
counsel who are not counsel to FMR or FDC. The Trustees believe that
the fees paid by the fund to FMR under the Management Contract are
fair and reasonable, that the services provided thereunder are
necessary and appropriate for the fund and its shareholders, and that
the fund does not indirectly finance the distribution of its shares in
contravention of the Rule. Nonetheless, the Trustees concluded that
adoption of the Plan would avoid legal uncertainties which might arise
as a result of what they and FMR believe to be potentially subjective
and ambiguous language contained in the Rule and in public releases
issued by the SEC in connection with the proposal and adoption of the
Rule (SEC Releases). The Trustees believe that the adoption of the
Plan is advisable to minimize such legal uncertainties and to provide
other benefits to the fund and its shareholders.
The Trustees noted that the fund's Plan does not involve any direct
payment by the fund to finance any activity primarily intended to
result in the sale of shares issued by the fund, and that any
amendment of the fund's Management Contract with FMR to increase the
amount paid by the fund thereunder would require approval of both the
Trustees and the fund's shareholders. The Trustees also considered the
factors suggested in the SEC Releases including: the need for
independent counsel or experts to assist the Trustees in reaching a
determination; the nature and causes of the problems and circumstances
which made consideration of a Plan appropriate; the way in which a
Plan would resolve or alleviate the problems, including the nature and
approximate amount of the expenditures contemplated by the Plan; the
merits of possible alternatives to the Plan; the interrelationship
between the Plan and the activities of FMR in financing the
distribution of the fund's shares; the possible benefits of the Plan
to FMR and its affiliates relative to those expected to accrue to the
fund; and consequently the effects of the Plan on existing
shareholders.
The reduction in legal uncertainties arising from the potentially
subjective and ambiguous language that appears in the Rule and in the
SEC Releases enables the Trustees, in connection with their review of
the fund's Management Contract with FMR, to consider the full range of
services provided by FMR and FDC, including services which may be
related to the distribution of the fund's shares. In addition, the
Board of Trustees considered alternatives to the Plan, including
direct payments by the fund to FDC and/or third parties and the
implementation of a sales load. The Trustees believe it is appropriate
to ensure that FMR and FDC have the flexibility to direct their
distribution activities in a manner consistent with prevailing market
conditions by using, subject to approval of the Trustees, their
resources, including the current management fee, to make payments to
third parties. To the extent that FMR has greater flexibility under
the Plan, additional sales of the fund's shares may result. The
Trustees believe that this flexibility has the potential to benefit
the fund by reducing the possibility that the fund would experience
net redemptions, which might require the liquidation of portfolio
securities in amounts and at times that could be disadvantageous for
investment purposes. Of course, there can be no assurance that these
events will occur.
The Board of Trustees recognized that a greater level of fund assets
benefits FMR by increasing its management fee revenues. The Board
noted the high quality of investment management services and the
expansion of, and many innovations in, investor services that have
been provided by FMR over the years. The Board believes that revenues
received by FMR contribute to its continuing ability to attract and
retain a high caliber of investment and other personnel and to develop
and implement new systems for providing services and information to
shareholders. The Board considers this ability to be an important
benefit to the fund and its shareholders.
CONCLUSION. For the reasons stated above, the members of the Board of
Trustees unanimously concluded in the exercise of their business
judgment and in light of their fiduciary duties under state law and
the 1940 Act that there is a reasonable likelihood that the Plan will
benefit the fund and its shareholders. The Trustees recommend that
shareholders of the fund vote FOR approval of the Plan. With respect
to the fund, if the Plan is not approved, the Board and FMR will
consider alternative means of obtaining the services that are to be
provided under the Plan.
9. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION
OF SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND FROM A SEPARATE
SERIES OF ONE MASSACHUSETTS BUSINESS TRUST TO ANOTHER.
The Board of Trustees has approved an Agreement and Plan of
Reorganization (the Plan of Reorganization) in the form attached to
this Proxy Statement as Exhibit 7. The Plan of Reorganization
provides for the reorganization of Spartan Short-Intermediate
Municipal Income Fund (the Fund) from a separate series of Fidelity
Union Street Trust (the Trust), a Massachusetts business trust, to a
newly-established, separate series of Fidelity Municipal Trust
(Municipal Trust), also a Massachusetts business trust (the
Reorganization).
The investment objective, policies, and limitations of the Fund will
not change except as approved by shareholders and as described in this
Proxy Statement. A separate series of Municipal Trust will carry on
the business of the Fund following the Reorganization (the Series).
The Series, which has not yet commenced business operations, will have
an investment objective, policies, and limitations identical to those
of the Fund (except as they may be modified pursuant to a vote of the
shareholders as proposed in this Proxy Statement).
Both the Trust and Municipal Trust are Massachusetts business trusts.
The Trust is presently seeking shareholder authorization to adopt the
form of New Declaration of Trust (New Declaration of Trust) that is
described in Proposal 3 in this Proxy Statement. If Proposal 3 is
approved by shareholders, Municipal Trust's Declaration of Trust would
differ in a number of significant ways from the New Declaration of
Trust. Accordingly, following the Reorganization, the rights of the
Fund's shareholders under Municipal Trust's Declaration of Trust will
differ from the rights that shareholders would enjoy under the Trust's
New Declaration of Trust. Generally, Municipal Trust's Declaration of
Trust provides the Trustees with less flexibility and narrower
authority to act. For example, Municipal Trust's Declaration of Trust
requires a shareholder vote to allow FMR to enter into a management
contract with Municipal Trust on behalf of the Fund. Municipal Trust's
Declaration of Trust also requires to merge or reorganize classes of
the Fund, or to effect mergers, reorganizations, and similar
transactions through any method approved by the Trustees, including
share-for-share exchanges, transfers or sale of assets, shareholder
in-kind redemptions and purchases, and exchange offers. However,
Municipal Trust's Declaration of Trust does not alter in any way the
Trustees' fiduciary obligations to act with due care and in the
shareholders' interests. For a more complete description of the
differences between the Trust's New Declaration of Trust and Municipal
Trust's Declaration of Trust, see "Comparison of Declarations of
Trust" on page 38. A copy of Municipal Trust's Declaration of Trust
marked to show differences from the Trust's New Declaration of Trust
is attached as Exhibit 8 to this Proxy Statement.
If shareholders do not approve the New Declaration of Trust, the
rights of the Fund's shareholders after the Reorganization under
Municipal Trust's Declaration of Trust would differ from the rights
that the shareholders currently enjoy under the Trust's existing
Declaration of Trust (Current Declaration of Trust). The differences
discussed in Proposal 3 between the Trust's Current Declaration of
Trust and the form of New Declaration of Trust are the same as the
differences between the Current Declaration of Trust and Municipal
Trust's Declaration of Trust, with the exceptions mentioned above and
in "Comparison of Declarations of Trust" on page 38.
The Reorganization will not affect the operation of the Fund in a
material manner. The same individuals serve as Trustees of both
trusts. Both trusts are authorized to issue an unlimited number of
shares of beneficial interest, and each Declaration of Trust permits
the Trustees to create one or more additional series or funds.
In connection with the Reorganization, the Fund's fiscal year end
will change from August to December. The Trustees may change the
fiscal year end of the Fund at their discretion in the future.
FMR, the Fund's investment adviser, will be responsible for the
investment management of the Series, subject to the supervision of the
Board of Trustees, under a management contract substantively identical
to the contract in effect between FMR and the Fund immediately prior
to the Closing Date (including as it may be modified pursuant to a
vote of shareholders of the Fund as proposed in the Proxy Statement
(see Proposal 5)) (New Management Contract); similarly, FIMM, the
Fund's sub-adviser, will have primary responsibility for providing
portfolio investment advisory services to the Series under a
Sub-Advisory Agreement substantively identical to the agreement in
effect between FIMM and FMR immediately prior to the Closing Date (New
Sub-Advisory Agreement).
The Fund's distribution agent, FDC, will distribute shares of the
Series under a General Distribution Agreement substantively identical
to the contract in effect between FDC and the Fund immediately prior
to the Closing Date.
REASON FOR THE PROPOSED REORGANIZATION. The Fund is presently
organized as a series of the Trust, which has four series of shares or
funds. The Board of Trustees unanimously recommends reorganization of
the Fund to a separate series of Municipal Trust (i.e., into the
Series), which will succeed to the business of the Fund. Moving the
Fund from the Trust to Municipal Trust will consolidate and streamline
the production and mailing of certain legal documents. THE PROPOSED
CHANGE WILL HAVE NO MATERIAL EFFECT ON SHAREHOLDERS OR THE MANAGEMENT
OF THE FUND.
The fund is presently the only Spartan federally tax-free bond fund
offered by FDC that does not have a fiscal year ending December 31.
Consequently, separate annual reports, prospectuses, and statements of
additional information are produced for this fund. The proposed change
would allow FMR to consolidate the documents for three federally
tax-free Spartan funds for increased efficiency in producing and
mailing certain documents. In addition, a combined prospectus will
enhance the discussion of the Fund by presenting it in the context of
a full spectrum of tax-free choices.
The proposal to present the Plan of Reorganization to shareholders
was approved by the Board of Trustees of the Trust, including all of
the Trustees who are not interested persons of FMR, on July 15, 1999.
The Board of Trustees recommends that Fund shareholders vote FOR the
approval of the Plan of Reorganization described below. Such a vote
encompasses approval of the reorganization of the Fund to a separate
series of Municipal Trust; temporary waiver of certain investment
limitations of the Fund to permit the Reorganization (see "Temporary
Waiver of Investment Restrictions" on page 39); and authorization of
the Trust, as sole shareholder of the Series, to approve (i) the New
Management Contract; (ii) the New Sub-Advisory Agreement; and (iii)
the Distribution and Service Plan for the Series under Rule 12b-1,
substantively identical to the Plan in effect with respect to the Fund
immediately prior to the Closing Date (the New Plan). If shareholders
of the Fund do not approve the Plan of Reorganization, the Fund will
continue to operate as a series of the Trust.
SUMMARY OF THE PLAN OF REORGANIZATION. The following discussion
summarizes the important terms of the Plan of Reorganization. This
summary is qualified in its entirety by reference to the Plan of
Reorganization itself.
On the Closing Date (defined below) of the Reorganization, the Fund
will transfer all of its assets to the Series, a series of shares of
Municipal Trust established for the purpose of effecting the
Reorganization, in exchange for the assumption by the Series of all of
the liabilities of the Fund and the issuance of shares of beneficial
interest in the Series (Series Shares) equal to the number of Fund
shares outstanding on the Closing Date. Immediately thereafter, the
Fund will distribute one Series Share for each Fund share (Fund
Shares) held by the shareholders on the Closing Date to each Fund
shareholder, in exchange for such Fund Shares. Immediately after this
distribution of the Series Shares, the Fund will be terminated and, as
soon as practicable thereafter, will be wound up and liquidated. UPON
COMPLETION OF THE REORGANIZATION, EACH FUND SHAREHOLDER WILL BE THE
OWNER OF FULL AND FRACTIONAL SERIES SHARES EQUAL IN NUMBER,
DENOMINATION, AND AGGREGATE NET ASSET VALUE TO HIS OR HER FUND SHARES.
The Plan of Reorganization authorizes the Trust as the sole initial
shareholder of the Series to approve (i) the New Management Contract,
(ii) the New Sub-Advisory Agreement, and (iii) the New Plan.
Municipal Trust's Board of Trustees will hold office without time
limits, except that (a) any Trustee may resign; (b) any Trustee may be
removed by written instrument signed by at least two-thirds of the
number of Trustees prior to removal; (c) any Trustee who requests to
be retired by written instrument signed by a majority of the other
Trustees or who is unable to serve due to physical or mental
incapacity by reason of disease or otherwise, death, or for any other
reason, may be retired; and (d) a Trustee may be removed at any
Special Meeting of the shareholders by a vote of two-thirds of the
outstanding shares of Municipal Trust. In case a vacancy shall for any
reason exist, the remaining Trustees will fill such vacancy by
appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees
holding office has been elected by shareholders, the Trustees then in
office will promptly call a shareholders' meeting for the purpose of
electing a Board of Trustees. Otherwise, there will normally be no
meeting of shareholders for the purpose of electing Trustees.
The New Management Contract, the New Sub-Advisory Agreement, and the
New Plan will take effect on the Closing Date. The New Management
Contract and the New Sub-Advisory Agreement will continue in force
until June 30, 2001. The New Plan will continue in force until April
30, 2001. The New Sub-Advisory Agreement and the New Management
Contract will continue in force thereafter from year to year so long
as their continuance is approved at least annually by (i) the vote of
a majority of the Trustees who are not "interested persons" of
Municipal Trust, FMR, or, in the case of the Sub-Advisory Agreement,
FIMM, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by the vote of a majority of the Trustees or
by the vote of a majority of the outstanding shares of the Series. The
New Plan will continue in effect only if approved annually by a vote
of the Trustees and of those Trustees who are not interested persons,
cast in person at a meeting called for that purpose. The New
Management Contract and the New Sub-Advisory Agreement will be
terminable without penalty on sixty days' written notice either by
Municipal Trust, FMR, or FIMM, as the case may be, and will terminate
automatically in the event of its assignment. The New Plan may be
terminable at any time, without the payment of any penalty, by a vote
of a majority of the Independent Trustees or by a vote of a majority
of the outstanding voting securities of the fund.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Reorganization will become effective at the
close of business on February 28, 2001 (Closing Date). However, the
Reorganization may become effective at such other date as the parties
may agree in writing.
The obligations of the Trust and Municipal Trust under the Plan of
Reorganization are subject to various conditions as stated therein.
Notwithstanding the approval of the Plan of Reorganization by Fund
shareholders, the Plan of Reorganization may be terminated or amended
at any time prior to the Reorganization by action of the Trustees to
provide against unforeseen events, if (1) there is a material breach
by the other party of any representation, warranty, or agreement
contained in the Plan of Reorganization to be performed at or prior to
the Closing Date or (2) it reasonably appears that a party will not or
cannot meet a condition of the Plan of Reorganization. Generally,
either party may at any time waive the other party's compliance with
any of the covenants and conditions contained in, or both parties may
amend, the Plan of Reorganization, provided that such waiver or
amendment does not materially adversely affect the interests of Fund
shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS AND PLANS. Municipal
Trust's transfer agent will establish an account for the Series'
shareholders containing the appropriate number and denominations of
Series Shares to be received by each holder of Fund Shares under the
Plan of Reorganization. Such accounts will be identical in all
material respects to the accounts currently maintained by the Fund's
transfer agent for the Fund's shareholders. Fund shareholders who are
receiving payment under a withdrawal plan with respect to Fund Shares
will retain the same rights and privileges as to Series Shares under
the Plan of Reorganization. Similarly, no further action will be
necessary in order to continue any automatic investment plan or
retirement plan currently maintained by a Fund shareholder with
respect to Fund Shares.
EXPENSES. The Fund and the Series shall each be responsible for all
of their respective expenses of the Reorganization, estimated at
$______ in the aggregate.
COMPARISON OF DECLARATIONS OF TRUST. Municipal Trust's Declaration of
Trust differs from the Trust's New Declaration of Trust in a number of
significant ways. The following discussion summarizes some of the
more significant differences between the Trust's New Declaration of
Trust and Municipal Trust's Declaration of Trust.
DIFFERENCES BETWEEN THE TRUST'S NEW DECLARATION OF TRUST AND
MUNICIPAL TRUST'S DECLARATION OF TRUST. The New Declaration of Trust
explicitly allows for the merger or reorganization of a class.
Although the Trustees are not prohibited from authorizing the
issuance, merger or reorganization of classes of shares under
Municipal Trust's Declaration of Trust, the Trust's New Declaration of
Trust explicitly describes their ability, without a vote of
shareholders, to change or abolish existing classes of shares. In
addition, the New Declaration of Trust explicitly allows the Trustees
to effect mergers, reorganizations, and similar transactions through
any method approved by the Trustees, including share-for-share
exchanges, transfers or sale of assets, shareholder in-kind
redemptions and purchases, and exchange offers. The New Declaration of
Trust allows FMR to enter into a Management Contract with the Trust,
on behalf of each fund, subject to the provisions of Section 15 of the
1940 Act, as modified or interpreted by the SEC. In contrast,
Municipal Trust's Declaration of Trust explicitly requires the vote of
a majority of the outstanding voting securities of the Trust.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental
investment restrictions of the Fund, which prohibit the Fund from
acquiring more than a stated percentage of ownership of another
company, might be construed as restricting the Fund's ability to carry
out the Reorganization. By approving the Plan of Reorganization, Fund
shareholders will be agreeing to waive, only for the purpose of the
Reorganization, those fundamental investment restrictions that could
prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE REORGANIZATION. Each trust will receive an
opinion from its counsel, Kirkpatrick & Lockhart LLP, that the
Reorganization will constitute a tax-free reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended. Accordingly, no gain or loss will be recognized for
federal income tax purposes by the Fund, the Series, or the Fund's
shareholders upon (1) the transfer of the Fund's assets in exchange
solely for the Series Shares and the assumption by the Trust on behalf
of the Series of the Fund's liabilities or (2) the distribution of
Series Shares to the Fund's shareholders in exchange for their Fund
Shares. The opinion further provides, among other things, that (a) the
basis for federal income tax purposes of the Series Shares to be
received by each Fund shareholder will be the same as that of his or
her Fund Shares immediately prior to the Reorganization; and (b) each
Fund shareholder's holding period for his or her Series Shares will
include the Fund shareholder's holding period for his or her Fund
Shares, provided that said Fund Shares were held as capital assets on
the date of the exchange.
CONCLUSION. The Board of Trustees has concluded that the proposed
Plan of Reorganization to reorganize the Fund into a separate series
of a Massachusetts business trust is in the best interest of the
Fund's shareholders. The Trustees recommend that the Fund's
shareholders vote FOR the approval of the Plan of Reorganization as
described above. Such a vote encompasses approval of the
reorganization of the Fund to a separate series of a Massachusetts
business trust; temporary waiver of certain investment limitations of
the Fund to permit the Reorganization (see "Temporary Waiver of
Investment Restrictions" on page 40); and authorization of the Trust,
as sole shareholder of the Series, to approve (i) the New Management
Contract, (ii) the New Sub-Advisory Agreement for the Series between
FMR and FIMM, and (iii) the New Plan. If approved, the Plan of
Reorganization will take effect on the Closing Date. If the Plan of
Reorganization is not approved, the Fund will continue to operate as a
series of the Trust.
10. TO ELIMINATE A FUNDAMENTAL INVESTMENT POLICY OF SPARTAN
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND.
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, a proposal that would eliminate one
of the fund's fundamental investment policies. The fund's investment
objective and an investment policy currently read as follows:
"Spartan Short-Intermediate Municipal Income Fund seeks as high a
level of current income, exempt from federal income tax, as is
consistent with preservation of capital by investing primarily in
short term municipal obligations."
If the proposal is approved, the fund's investment objective would
remain unchanged but the investment policy would be eliminated as
follows (deleted language is [bracketed]):
"Spartan Short-Intermediate Municipal Income Fund seeks as high a
level of current income, exempt from federal income tax, as is
consistent with preservation of capital [by investing primarily in
short term municipal obligations]."
Because the fund's investment objective and foregoing policy are
fundamental, they cannot be modified or eliminated without shareholder
approval.
DISCUSSION OF PROPOSED MODIFICATION. Eliminating the foregoing
fundamental policy will allow the fund to communicate more clearly
its investment strategies to shareholders by standardizing its
investment disclosure in a manner consistent with other Fidelity funds
with similar investment disciplines. If the proposal is approved, the
fund will continue to rely on its existing non-fundamental policies of
investing in investment-grade municipal debt securities and of
normally maintaining a dollar-weighted average maturity between two
and five years. As noted above, fundamental policies can be changed or
eliminated only with shareholder approval, while non-fundamental
policies can be changed or eliminated without shareholder approval.
Changes in non-fundamental policies, however, are still subject to the
supervision of the Board of Trustees.
Eliminating the fundamental investment policy as described above will
have no material effect on the way the fund is managed.
CONCLUSION. The Board of Trustees has concluded that eliminating the
fundamental investment policy as described above is in the best
interest of the fund and its shareholders. The Trustees recommend
voting FOR the proposal. If approved by shareholders, the change will
become effective when disclosure is revised to reflect it. If the
proposal is not approved by the fund's shareholders, the fund's
current fundamental investment objective and policies will not change.
11. TO ELIMINATE SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND'S
FUNDAMENTAL 80% INVESTMENT POLICY AND ADOPT A COMPARABLE
NON-FUNDAMENTAL POLICY.
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, a proposal to eliminate the fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy that is standard for other Fidelity national
municipal bond funds. If shareholders approve this proposal, the
Trustees intend to eliminate the fund's fundamental 80% investment
policy and adopt a non-fundamental policy that uses an 80% "asset
test" rather than an "income test." Fundamental policies can be
changed or eliminated only with shareholder approval, while
non-fundamental policies can be changed without shareholder approval.
The current fundamental 80% investment policy for the fund is as
follows:
"The fund will normally invest so that at least 80% of its income is
free from federal income tax."
If the proposal to eliminate the current fundamental policy is
approved, the Trustees intend to adopt the following non-fundamental
policy:
"The fund normally invests at least 80% of its assets in municipal
securities whose interest is exempt from federal income tax."
DISCUSSION OF PROPOSED MODIFICATION. Eliminating the fund's
fundamental 80% investment policy and adopting the comparable
non-fundamental policy described above will allow the Trustees to
modify the fund's 80% policy, as necessary, to comply with the SEC's
"name test rule" (Name Test Rule), if it is adopted, without having to
incur the potential costs and delays of conducting a shareholder
meeting.
The SEC proposed the Name Test Rule in February 1997. The Name Test
Rule governs the use of mutual fund names and, if and when eventually
adopted by the SEC, may apply to the fund. If a definitive version of
the rule is ultimately adopted, the fund's 80% policy may require
modification to comply with the requirements of the definitive rule.
Briefly stated, eliminating the fund's fundamental 80% investment
policy and adopting the comparable non-fundamental policy described
above will give the Trustees the flexibility to comply more quickly
with the definitive Name Test Rule, if and when adopted.
In addition, adopting an asset-based 80% investment policy limit may
facilitate the fund's compliance efforts because the asset-based test
can be efficiently monitored.
As noted above, fundamental investment policies can be changed or
eliminated only with shareholder approval, while non-fundamental
policies can be changed or eliminated without shareholder approval.
Changes in non-fundamental policies are still subject, however, to the
supervision of the Board of Trustees. Therefore, any future changes to
the fund's non-fundamental 80% policy, while not requiring shareholder
approval, would require approval of the Board.
Eliminating the current fundamental 80% investment policy and
adopting the non-fundamental 80% investment policy described above
will have no material effect on the way the fund is managed. Rather,
approval of the proposal will provide the Trustees with additional
flexibility to respond to future regulatory changes and developments
in the marketplace.
CONCLUSION. The Board of Trustees believes that eliminating the
fund's fundamental 80% investment policy and adopting the comparable
non-fundamental investment policy as described above will benefit the
fund and its shareholders. The Trustees recommend voting FOR the
proposal. Upon shareholder approval, the changes will become effective
when the fund's disclosure is revised to reflect them. If the proposal
is not approved by the shareholders of the fund, the fund's current
fundamental policy will remain unchanged.
12. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
THE CONCENTRATION OF ITS INVESTMENTS IN A SINGLE INDUSTRY.
Spartan Arizona Municipal Income Fund's, Spartan Maryland Municipal
Income Fund's, and Spartan Short-Intermediate Municipal Income Fund's
current fundamental investment limitation concerning the concentration
of its investments within a single industry states:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, or tax-exempt obligations issued or
guaranteed by a U.S. territory or possession or a state or local
government, or a political subdivision of any of the foregoing) if, as
a result, more than 25% of the fund's total assets would be invested
in securities of companies whose principal business activities are in
the same industry."
Fidelity Export and Multinational Fund's current fundamental
investment limitation concerning the concentration of its investments
within a single industry states:
"The fund may not purchase the securities of any issuer (other than
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."
The Trustees recommend that shareholders of Spartan Arizona Municipal
Income Fund, Spartan Maryland Municipal Income Fund and Spartan
Short-Intermediate Municipal Income Fund vote to replace their
fundamental investment limitation with the following amended
fundamental investment limitation governing concentration:
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities; securities of other investment
companies; or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) 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."
The Trustees recommend that shareholders of Fidelity Export and
Multinational Fund vote to replace this fundamental limitation with
the following amended fundamental investment limitation governing
concentration:
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
"The fund may not 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, 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."
The primary purpose of the proposal is to explicitly exclude
investment companies from each fund's fundamental concentration
limitation.
FMR does not believe that investment companies should be treated as
an industry for purposes of each fund's fundamental concentration
limitation. Significant investments in investment companies do not
expose a fund to the risks of specific industry, such as financial
services or real estate.
The proposal also serves to conform each fund's fundamental
investment limitation concerning concentration to a limitation which
is expected to become standard for all similar funds managed by FMR or
its affiliates. If the proposal is approved, the new limitation may
not be changed without the approval of shareholders.
Adoption of the proposed limitation concerning concentration is not
expected to affect the way in which each fund is managed, the
investment performance of each fund, or the selection of securities or
instruments by FMR for each fund.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
revised. If the proposal is not approved by the shareholders of a
fund, that fund's current limitation will remain unchanged.
13. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
UNDERWRITING.
Each fund's current fundamental investment limitation concerning
underwriting states:
"The fund may not underwrite securities issued by others, except to
the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted
securities."
The Trustees recommend that shareholders of each fund vote to replace
this limitation with the following fundamental investment limitation
governing underwriting:
"The fund may not 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 or in connection with investments in other investment
companies."
The primary purpose of the proposal is to clarify that each fund is
not prohibited from investing in other investment companies, even if
as a result of such investment, each fund is technically considered an
underwriter under federal securities laws.
The proposal also serves to conform each fund's fundamental
investment limitation concerning underwriting to a limitation which is
expected to become standard for all funds managed by FMR or its
affiliates. If the proposal is approved, the new limitation may not
be changed without the approval of shareholders.
Adoption of the proposed limitation concerning underwriting is not
expected to affect the way in which each fund is managed, the
investment performance of each fund, or the securities or instruments
in which each fund invests.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting
FOR the proposal. Upon shareholder approval, the amended fundamental
limitation will become effective when disclosure is revised to reflect
the changes. If the proposal is not approved by the shareholders of a
fund, that fund's current limitation will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies. Information concerning the advisory
fees and average net assets of funds with investment objectives
similar to Fidelity Export and Multinational Fund and Spartan
Short-Intermediate Municipal Income Fund and advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in
Exhibit 8 beginning on page 102.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; Peter S.
Lynch, Vice Chairman; and Abigail P. Johnson, Senior Vice President.
With the exception of Ms. Johnson, each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d, Pozen, Ms. Johnson, John H.
Costello, Matthew N. Karstetter, Maria F. Dwyer, Eric D. Roiter,
Stanley N. Griffith, Thomas Simpson, Robert A. Dwight, Dwight D.
Churchill, Christine J. Thompson, George A. Fischer, and Norman U.
Lind are currently officers of the trust and officers or employees of
FMR or FMR Corp. With the exception of John H. Costello, Matthew N.
Karstetter, Maria F. Dwyer, Thomas Simpson and Robert A. Dwight, all
of these persons hold or have options to acquire stock of FMR Corp.
The principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d and Ms. Abigail
P. Johnson's family are the predominant owners of a class of shares of
common stock, representing approximately 49% of the voting power of
FMR Corp., and, therefore, under the 1940 Act may be deemed to form a
controlling group with respect to FMR Corp.
During the period September 1, 1998 through May 31, 2000, [the
following transactions/no transactions] were entered into by Trustees
and nominees as Trustee of the trust involving more than 1% of the
voting common, non-voting common and equivalent stock, or preferred
stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FIMM
FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to certain Fidelity funds and investment
advice with respect to fixed-income instruments.
Funds with investment objectives similar to Spartan
Short-Intermediate Municipal Income Fund for which FMR has entered
into a sub-advisory agreement with FIMM, and the net assets of each of
these funds, are indicated in the Table of Average Net Assets and
Expense Ratios in Exhibit 9 beginning on page 102.
The Directors of FIMM are Edward C. Johnson 3d, Chairman, and Robert
C. Pozen, President. Mr. Johnson 3d also is President and a Trustee of
the trust and of other funds advised by FMR; Chairman, Chief Executive
Officer, President, and a Director of FMR Corp.; Chairman of the Board
and of the Executive Committee of FMR; a Director of FMR; and Chairman
and Director of FMR U.K. and FMR Far East. In addition, Mr. Pozen is
Senior Vice President and a Trustee of the trust and of other funds
advised by FMR; a Director of FMR Corp.; Director of FMR; and
President and Director of FMR U.K. and FMR Far East. Each of the
Directors is a stockholder of FMR Corp. The principal business address
of the Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
ACTIVITIES AND MANAGEMENT OF FMR U.K., FMR FAR EAST, AND FIJ
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed
in 1986 to provide research and investment advice with respect to
companies based outside the United States for certain funds for which
FMR acts as investment adviser. FMR may grant FMR U.K. and FMR Far
East investment management authority as well as authority to buy and
sell securities for certain of the funds for which it acts as
investment adviser, if FMR believes it would be beneficial to a fund.
FIJ is a wholly owned subsidiary of FIL, organized in Japan in 1986 to
provide research and investment recommendations with respect to
companies primarily based in Japan and other parts of Asia.
Funds with investment objectives similar to Fidelity Export and
Multinational Fund managed by FMR with respect to which FMR currently
has sub-advisory agreements with either FMR U.K. or FMR Far East, and
the net assets of each of these funds, are indicated in the Table of
Average Net Assets and Expense Ratios in Exhibit 10 beginning on page
113.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and Robert C. Pozen, President. Mr. Johnson 3d also is
President and a Trustee of the trust and other funds advised by FMR;
Chairman and a Director of FIMM; Chairman, Chief Executive Officer,
President, and a Director of FMR Corp.; and a Director and Chairman of
the Board and of the Executive Committee of FMR. In addition, Mr.
Pozen is Senior Vice President and a Trustee of the trust and of other
funds advised by FMR; President and a Director of FMR; and President
and a Director of FIMM. Each of the Directors is a stock holder of FMR
Corp. The principal business address of the Directors is 82 Devonshire
Street, Boston, Massachusetts 02109.
The Directors of FIJ are Billy Wilder, President, Simon Haslam,
Edward C. Johnson 3d, Noboru Kawai, Yasuo Kuramoto, Tetsuzo Nishimura,
Takeshi Okazaki, and Hiroshi Yamashita. With the exception of Mr.
Edward C. Johnson 3d, the principal business address of each of the
Directors is Shiroyama JT Mori Building, 4-3-1 Toranomon, Minato-ku,
Tokyo 105, Japan. The principal business address of Mr. Edward C.
Johnson 3d is 82 Devonshire Street, Boston, Massachusetts 02109.
PRESENT MANAGEMENT CONTRACT FOR FIDELITY EXPORT AND MULTINATIONAL FUND
The fund employs FMR to furnish investment advisory and other
services. Under its management contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations. FMR also provides the
fund with all necessary office facilities and personnel for servicing
the fund's investments, compensates all officers of the fund and all
Trustees who are "interested persons" of the trust or of FMR, and all
personnel of the fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal and state laws;
developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue
under the proposed management contract described in proposal 4.
In addition to the management fee payable to FMR, the fund pays
transfer agent and pricing and bookkeeping fees to Fidelity Service
Company, Inc. (FSC), an affiliate of FMR, its transfer, dividend
disbursing, and shareholder servicing agent. Although the fund's
current management contract provides that the fund will pay for
typesetting, printing and mailing prospectuses, statements of
additional information, notices, and reports to shareholders, the
trust, on behalf of the fund has entered into a revised transfer agent
agreement with FSC, pursuant to which FSC bears the costs of providing
these services to existing shareholders. Other expenses paid by the
fund include interest, taxes, brokerage commissions, and the fund's
proportionate share of insurance premiums and Investment Company
Institute dues. The fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which the
fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FSC by the fund for
fiscal 1999 amounted to $1,190,683. Pricing and bookkeeping fees,
including reimbursement for out-of-pocket expenses, paid to FSC by the
fund for fiscal 1999 amounted to $203,216. FSC also received fees for
administering the fund's securities lending program. Securities
lending costs are based on the number and duration of individual
securities loans. Securities lending costs for fiscal 1999 for
Fidelity Export and Multinational Fund were $980.
The fund also has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. 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 net asset value per share.
Promotional and administrative expenses in connection with the offer
and sale of shares are paid by FMR.
Sales charge revenue paid to, and retained by, FDC for fiscal 1999
amounted to $____.
FMR is the fund's manager pursuant to a management contract dated
July 14, 1994, which was approved by FMR, as the then sole shareholder
of the fund on July 14, 1994.
For the services of FMR under the management contract, the fund pays
FMR a monthly management fee which has two components: a group fee
rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts and is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown below on the left. The schedule
below on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $762 billion of group net assets - the approximate level for
August 1999 - was 0.2818%, which is the weighted average of the
respective fee rates for each level of group net assets up to $762
billion.
On January 1, 1996 and August 1, 1999, FMR voluntarily modified the
breakpoints in the group fee rate schedule. The revised group fee rate
schedule, depicted below, provides for lower management fee rates as
FMR's assets under management increase.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate
0 - $3 billion .5200% $ 1 billion .5200%
3 - 6 .4900 50 .3823
6 - 9 .4600 100 .3512
9 - 12 .4300 150 .3371
12 - 15 .4000 200 .3284
15 - 18 .3850 250 .3219
18 - 21 .3700 300 .3163
21 - 24 .3600 350 .3113
24 - 30 .3500 400 .3067
30 - 36 .3450 450 .3024
36 - 42 .3400 500 .2982
42 - 48 .3350 550 .2942
48 - 66 .3250 600 .2904
66 - 84 .3200 650 .2870
84 - 102 .3150 700 .2838
102 - 138 .3100 750 .2809
138 - 174 .3050 800 .2782
174 - 210 .3000 850 .2756
210 - 246 .2950 900 .2732
246 - 282 .2900 950 .2710
282 - 318 .2850 1,000 .2689
318 - 354 .2800 1,050 .2669
354 - 390 .2750 1,100 .2649
390 - 426 .2700 1,150 .2631
426 - 462 .2650 1,200 .2614
462 - 498 .2600 1,250 .2597
498 - 534 .2550 1,300 .2581
534 - 587 .2500 1,350 .2566
587 - 646 .2463 1,400 .2551
646 - 711 .2426
711 - 782 .2389
782 - 860 .2352
860 - 946 .2315
946 - 1,041 .2278
1,041 - 1,145 .2241
1,145 - 1,260 .2204
Over 1,260 .2167
</TABLE>
The fund's individual fund fee rate is 0.30%. Based on the average
group net assets of the funds advised by FMR for August 1999, the
fund's annual management fee rate would be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Management Fee Rate
0.2818% + 0.30% = 0.5818%
One-twelfth of this annual management fee rate is applied to the
fund's net assets averaged for the most recent month, giving a dollar
amount, which is the fee for that month.
During fiscal 1999, FMR received $2,366,942 for its services as
investment adviser to the fund. This fee was equivalent to 0.58% of
the average net assets of the fund.
FMR may, from time to time, voluntarily agree to reimburse all or a
portion of the fund's total operating expenses (exclusive of interest,
taxes, certain securities lending costs, brokerage commissions, and
extraordinary expenses. FMR retains the ability to be repaid for these
expense reimbursements in the amount that expenses fall below the
limit prior to the end of the fiscal year. This arrangement can be
discontinued by FMR at any time.
FMR has voluntarily agreed, subject to revision or discontinuance, to
reimburse the fund to the extent that its total operating expenses, as
a percentage of its average net assets exceed 2.00%.
PRESENT MANAGEMENT CONTRACT FOR
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
The fund employs FMR to furnish investment advisory and other
services. Under its management contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations. FMR also provides the
fund with all necessary office facilities and personnel for servicing
the fund's investments, compensates all officers of the fund and all
Trustees who are "interested persons" of the trust or of FMR, and all
personnel of the fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal and state laws;
developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue
under the proposed management contract described in proposal 3.
Citibank has entered into a sub-agreement with FSC, an affiliate of
FMR, under the terms of which FSC performs the processing activities
associated with providing transfer agency, dividend disbursing and
shareholder servicing functions for the fund. Under the sub-agreement,
FSC bears the expense of typesetting, printing and mailing
prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, except proxy
statements. FSC also pays all out-of-pocket expenses associated with
transfer agent services. Transfer agent fees and pricing and
bookkeeping fees, including reimbursement for out-of-pocket expenses,
paid to FSC by Citibank on behalf of the fund for the fiscal year
ended August 31, 1999 were $____.
The fund also has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. 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 net asset value per share.
Promotional and administrative expenses in connection with the offer
and sale of shares are paid by FMR.
FDC received no payments from the fund pursuant to a Distribution and
Service Plan under Rule 12b-1. The Plan does not authorize payments by
the fund other than those that are to be made to FMR under its
management contract.
FMR is the fund's manager pursuant to a management contract dated
October 18, 1993, which was approved by shareholders on November 13,
1991.
FMR is responsible for the payment of all operating expenses of the
fund with certain exceptions. Specific expenses payable by FMR include
expenses for typesetting, printing and mailing proxy materials to
shareholders; legal expenses, fees of the custodian, auditor, and
interested Trustees; the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. The fund's management contract
further provides that FMR will pay for typesetting, printing and
mailing prospectuses, statements of additional information, notices
and reports to shareholders; however, under the terms of the fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. FMR also pays all
fees associated with transfer agency, dividend disbursing, and
shareholder services, and pricing and bookkeeping services.
FMR pays all other expenses of the fund with the following
exceptions: fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR (the non-interested
Trustees), interest, taxes, brokerage commissions (if any), and such
nonrecurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.
For the services of FMR under the management contract, the fund pays
FMR a monthly management fee at the annual rate of 0.55% of its
average net assets throughout the month. Fees received by FMR, after
reduction of fees and expenses paid by the fund to the non-interested
trustees, for the fiscal year ended 1999 from the fund were
$3,673,000.
FMR may, from time to time, voluntarily agree to reimburse all or a
portion of the fund's total operating expenses (exclusive of interest,
taxes, brokerage commissions, and extraordinary expenses. FMR retains
the ability to be repaid for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the
fiscal year. This arrangement can be discontinued by FMR at any time.
SUB-ADVISORY AGREEMENTS
On behalf of Spartan Short-Intermediate Municipal Income Fund, FMR
has entered into a sub-advisory agreement with FIMM pursuant to which
FIMM has primary responsibility for providing portfolio investment
management services to the fund.
Under the sub-advisory agreement dated January 1, 1999, FMR pays FIMM
fees equal to 50% of the management fee payable to FMR under its
management contract with the fund. The fees paid to FIMM are not
reduced by any voluntary or mandatory expense reimbursements that may
be in effect from time to time. For the fiscal year ended August 31,
1999, FMR paid FIMM fees of $1,242,000.
On behalf of Fidelity Export and Multinational Fund, FMR has entered
into sub-advisory agreements with FMR U.K. and FMR Far East. FMR Far
East, in turn, has entered into a sub-advisory agreement with FIJ.
Pursuant to the sub-advisory agreements, FMR may receive investment
advice and research services outside the United States from the
sub-advisers. FMR may also grant FMR U.K. and FMR Far East investment
management authority as well as the authority to buy and sell
securities if FMR believes it would be beneficial to the fund. The
sub-advisory agreements with FMR U.K. and FMR Far East, dated July 14,
1994, were approved by FMR as sole shareholder of the fund on July 14,
1994. FMR Far East's sub-advisory agreement with FIJ is dated January
1, 2000.
Currently, FMR U.K. and FMR Far East each focus on issuers in
countries other than the United States such as those in Europe, Asia,
and the Pacific Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly
owned subsidiaries of FMR. FIJ, which was organized in 1986, is a
wholly owned subsidiary of FIL. Under the sub-advisory agreements FMR
pays the fees of FMR U.K. and FMR Far East. For providing
non-discretionary investment advice and research services, FMR pays
FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of FMR U.K.'s and FMR Far East's costs incurred in connection with
providing investment advice and research services. FMR Far East pays
FIJ a fee equal to 100% of FIJ's costs incurred in connection with
providing investment advice and research services.
On behalf of Fidelity Export and Multinational Fund, for providing
discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of
its monthly management fee rate with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.
For providing investment advice and research services, on behalf of
Fidelity Export and Multinational Fund, the fees paid to the
sub-advisers for the fiscal year ended August 31, 1999 were as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
FMR U.K. FMR Far East
Fidelity Export and $12,745 $8,872
Multinational Fund
</TABLE>
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of each fund by FMR pursuant to authority contained
in the fund's management contract.
For Fidelity Export and Multinational Fund, FMR may place agency
transactions with National Financial Services Corporation (NFSC) and
Fidelity Brokerage Services (Japan), LLC (FBSJ), indirect subsidiaries
of FMR Corp., if the commissions are fair, reasonable, and comparable
to commissions charged by non-affiliated, qualified brokerage firms
for similar services.
For Spartan Arizona Municipal Income Fund, Spartan Maryland Municipal
Income Fund, and Spartan Short-Intermediate Municipal Income Fund, FMR
may place agency transactions with National Financial Services
Corporation (NFSC), an indirect subsidiary of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services.
During fiscal 1999, Fidelity Export and Multinational Fund paid
brokerage commissions of $164,828 to NFSC. During fiscal 1999, this
amounted to approximately 12.67% of the aggregate brokerage
commissions paid by the fund.
During fiscal 1999, Spartan Arizona Municipal Income Fund, Spartan
Maryland Municipal Income Fund, and Spartan Short-Intermediate
Municipal Income Fund paid no brokerage commissions to affiliated
brokers.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Company, Inc.,
P.O. Box 789, Boston, MA 02109, whether other persons are beneficial
owners of shares for which proxies are being solicited and, if so, the
number of copies of the Proxy Statement and Annual Reports you wish to
receive in order to supply copies to the beneficial owners of the
respective shares.
EXHIBIT 1
((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED
The language to be added to the current Declaration of Trust is
((underlined)), and the language to be deleted is set forth in
[brackets]. Headings that were underlined in the trust's current
Declaration of Trust remain underlined in this Exhibit.
((FORM OF)) AMENDED AND RESTATED DECLARATION OF TRUST
FIDELITY UNION STREET
[DATED SEPTEMBER 14, 1995]
AMENDED AND RESTATED DECLARATION OF TRUST, made [September 14, 1995]
((__,__)) by each of the Trustees whose signature is affixed hereto
(the "Trustees")((.))
WHEREAS, the Trustees desire to amend and restate this Declaration of
Trust for the sole purpose of supplementing the Declaration ((of
Trust)) to incorporate amendments duly adopted; [and]
WHEREAS, this [T]((t))rust was initially made on March 1, 1974 by
Edward C. Johnson 3d, Caleb Loring, Jr., George K. McKenzie, and
William R. Spaulding in order to establish a trust[((_))fund] for the
investment and reinvestment of funds contributed thereto; ((and))
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust[fund] hereunder shall be held and managed in
[T]((t))rust under this Amended and Restated Declaration of Trust as
herein set forth below.
_________________________________________________
ARTICLE I
NAME AND DEFINITIONS
NAME
SECTION 1. This Trust shall be known as "Fidelity Union Street
Trust."
DEFINITIONS
SECTION 2. Wherever used herein, unless otherwise required by the
context or specifically provided:
(a) The [T]((t))erms "Affiliated Person((,))"[,] "Assignment((,))"[,]
"Commission((,))"[,] "Interested Person((,))"[,] "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable)((,)) and
"Principal Underwriter" shall have the meanings given them in the 1940
Act, as [amended from time to time;]((modified by or interpreted by
any applicable order or orders of the Commission or any rules or
regulations adopted or interpretative releases of the Commission
thereunder;))
[(b) The "Trust" refers to "Fidelity Union Street Trust" and
reference to the Trust, when applicable to one or more Series of the
Trust, shall refer to any such Series;]
(((b) "Bylaws" shall mean the bylaws of the Trust, if any, as amended
from time to time;))
(((c) "Class" refers to the class of Shares of a Series of the Trust
established in accordance with the provisions of Article III;))
(((d) "Declaration of Trust" means this Amended and Restated
Declaration of Trust, as further amended or restated, from time to
time;))
[(c)](((e))) "Net Asset Value" means the net asset value of each
Series of the Trust ((or Class thereof)) determined in the manner
provided in Article X, Section 3;
[(d)](((f))) "Shareholder" means a record owner of Shares of the
Trust;
(((g) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of the Trust or each
Series shall be divided from time to time, including such Class or
Classes of Shares as the Trustees may from time to time create and
establish and including fractions of Shares as well as whole Shares as
consistent with the requirements of Federal and/or state securities
laws;))
(((h) "Series" refers to any series of Shares of the Trust
established in accordance with the provisions of Article III;))
(((i) "Trust" refers to Fidelity Union Street Trust and reference to
the Trust, when applicable to one or more Series of the Trust, shall
refer to any such Series;))
[(e) The](((j))) "Trustees" refer to the individual trustees in their
capacity as trustees hereunder of the Trust and their successor or
successors for the time being in office as such trustee or trustees;
((and))
[(f) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of each Series shall be
divided from time to time, and includes fractions of shares as well as
whole shares consistent with the requirements of Federal and/or other
securities laws;]
[(g) The](((k))) "1940 Act" refers to the Investment Company Act of
1940, as amended from time to time((.))[; and]
[(h) "Series" refers to series of Shares of the Trust established in
accordance with the provisions of Article III.]
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source
of managed investment in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
SECTION 1. The beneficial interest in the Trust shall be divided into
such transferable Shares of one or more separate and distinct Series
((or Classes of Series ))as the Trustees shall((,)) from time to
time((,)) create and establish. The number of ((authorized ))Shares
((of each Series, and Class thereof, is unlimited((.)) [and]
((thereof, ))is unlimited((.))[and]((E))[e]ach E[e]ach Share shall be
without par value and shall be fully paid and nonassessable. 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 or Class ))of the Trust (((a))) to
create and establish (and to change in any manner) Shares ((or any
Series or Classes thereof)) with such preferences, voting powers,
rights((,)) and privileges as the Trustees may((,)) from time to
time((,)) determine; [,]((;(b))) to divide or combine the Shares(( or
any Series or Classes thereof)) into a greater or lesser number[,]((;
(c))) to classify or reclassify any issued Shares into one or more
Series ((or Classes ))of Shares[,]((; (d))) to abolish any one or more
Series ((or Classes ))of Shares[,]((;)) and(( (e))) to take such other
action with respect to the Shares as the Trustees may deem desirable.
ESTABLISHMENT OF SERIES AND CLASSES
SECTION 2. The establishment of any Series ((or Class thereof ))shall
be effective upon the adoption of a resolution by a majority of the
then Trustees setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Series(( or
Class, 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 or Class including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution)). At any time that there are no Shares
outstanding of any particular Series ((or Class ))previously
established and designated, the Trustees may by a majority vote
abolish [that]((such)) Series ((or Class ))and the establishment and
designation thereof.
OWNERSHIP OF SHARES
SECTION 3. The ownership of Shares shall be recorded in the books of
the Trust(( or a transfer or similar agent)). The Trustees may make
such rules as they consider appropriate for the transfer of Shares and
similar matters. The record books of the Trust(( as kept by the Trust
or by any transfer or similar agent, as the case may be, ))shall be
conclusive as to who are the holders of Shares and as to the number of
Shares held from time to time by each Shareholder.
INVESTMENT IN THE TRUST
SECTION 4. The Trustees shall accept investments in the Trust from
such persons and on such terms as they may((,)) from time to time((,))
authorize. Such investments may be in the form of cash((,[))or]
securities((, or other property)) in which the appropriate Series is
authorized to invest, valued as provided in Article X, Section 3.
After the date of the initial contribution of capital, the number of
Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding((,)) and the amount received
by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent investments in the Trust 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) impose a sales charge ((or other fee)) upon
investments in the Trust ((or Series or any Classes thereof, ))and (b)
issue fractional Shares.
ASSETS AND LIABILITIES OF SERIES ((AND CLASSES))
SECTION 5. 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 referred to as
"assets belonging to" that Series. In addition((,)) any assets,
income, earnings, profits, and proceeds thereof, funds, or payments
[which]((that)) are not readily identifiable as belonging to any
particular Series[,] ((or Class,))shall be allocated by the Trustees
between and among one or more of the Series(( or Classes)) in such
manner as they, in their sole discretion, deem fair and equitable.
Each such allocation shall be conclusive and binding upon the
Shareholders of all Series ((or Classes ))for all purposes[,] and
shall be referred to as assets belonging to that Series(( or Class)).
The assets belonging to a particular Series shall be so recorded upon
the books of the Trust[,] ((or of its agent or agents)) and shall be
held by the Trustees in [T]((t))rust 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((, except that liabilities
and expenses may, in the Trustees' discretion, be allocated solely to
a particular Class and, in which case, shall be borne by that Class.))
Any general liabilities, expenses, costs, charges((,)) or reserves of
the Trust that are not readily identifiable as belonging to any
particular Series ((or Class)) shall be allocated and charged by the
Trustees between or among any one or more of the Series ((or Classes))
in such manner as the Trustees((,)) in their sole discretion((, ))deem
fair and equitable((, ))and shall be referred to as "liabilities
belonging to" that Series ((or Class)). Each such allocation shall be
conclusive and binding upon the Shareholders of all Series ((or
Classes)) for all purposes. Any creditor of any Series may look only
to the assets of that Series to satisfy such creditor's debt. ((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 6. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees.
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
SECTION 7.(( Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every shareholder by
virtue of having become a shareholder shall be held to have expressly
assented and agreed to be bound by the terms hereof. No Shareholder of
the Trust and of each Series shall 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 [s]((S))hareholder 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))).
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
SECTION 1. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable
to carry out that responsibility.
[ELECTION: INITIAL TRUSTEES]
((INITIAL TRUSTEES; ELECTION))
SECTION 2. ((The initial Trustees shall be at least three individuals
who shall affix their signatures hereto.)) On a date fixed by the
Trustees, the Shareholders shall elect not less than three Trustees. A
Trustee shall not be required to be a Shareholder of the Trust. [The
initial Trustees shall be Edward C. Johnson 3d, Caleb Loring, Jr.,
George K. McKenzie and William R. Spaulding and such other individuals
as the Board of Trustees shall appoint pursuant to Section 4 of the
Article IV.]
TERM OF OFFICE OF TRUSTEES
SECTION 3. The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter 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 (((2/3) ))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 become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any [S]((s))pecial [M]((m))eeting of the Trust by a vote
of two-thirds (((2/3) ))of the outstanding Shares.
RESIGNATION AND APPOINTMENT OF TRUSTEES
SECTION 4. In case of the declination, death, resignation,
retirement, ((or)) removal[, incapacity, or inability] of any of the
Trustees, or in case a vacancy shall, by reason of an increase in
number(( of the Trustees)), or for any other reason, exist, 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 [Investment Company Act of 1940]((1940 Act)).
Such appointment shall be evidenced by a written instrument signed by
a majority of the Trustees in office or by recording in the records of
the Trust, 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 so appointed shall have
accepted this [t]((T))rust, the [t]((T))rust 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 ((foregoing))power of appointment is subject to
the provisions of Section 16(a) of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any
rules or regulations adopted or interpretative releases of the
Commission)).
TEMPORARY ABSENCE OF TRUSTEES
SECTION 5. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six (((6))) 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 6. The number of Trustees, not less than three (3) nor more
than twelve (12), serving hereunder at any time shall be determined by
the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled, or while any Trustee is [absent from the
Commonwealth of Massachusetts or, if not a domiciliary of
Massachusetts, is absent from his state of domicile, or is]
]physically or mentally incapacitated by reason of disease or
otherwise, the other Trustees shall have all the powers hereunder and
the certificate of the other Trustees of such vacancy[, absence] or
incapacity[,] shall be conclusive[, provided, however, that no vacancy
shall remain unfilled for a period longer than six calendar months].
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
SECTION 7. The death, declination, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
SECTION 8. The assets of the Trust 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. All of
the assets of the Trust shall at all times be considered as vested in
the Trustees. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in the Trust(( or
Series)).
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
SECTION 1. 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. ((Except as otherwise
provided herein or in the 1940 Act,)) [T]((t))he 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]((that)) they, in their
[uncontrolled] ]discretion, shall deem proper to accomplish the
purpose of this Trust. Subject to any applicable limitation in
[the]((this)) Declaration of Trust or the Bylaws of the Trust, ((if
any, ))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 adopt Bylaws not inconsistent with this Declaration of Trust
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.
(c) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate.
(d) To employ(( one or more banks, trust companies, companies that
are members of)) a [a bank or trust company] ((national securities
exchange, or other entities permitted under the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission thereunder,)) as custodian((s)) of any assets of the Trust
subject to any conditions set forth in this Declaration of Trust or in
the Bylaws, if any.
(e) To retain a transfer agent and Shareholder servicing agent, or
both.
(f) To provide for the distribution of interests of the Trust either
through a [p]((P))rincipal [u]((U))nderwriter in the manner
hereinafter provided for or by the Trust itself, or both.
(g) To set record dates in the manner hereinafter provided for.
(h) To delegate such authority as they consider desirable to any
officers of the Trust and to any [agent] ((investment adviser,
manager, ))custodian((, [or] ))underwriter((, or other agent or
independent contractor.))
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4[(b)] hereof.
(j) 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.
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities.
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered((,)) or other negotiable form;
or either in its own name 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 Massachusetts trust companies or investment
companies].
(m) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article III(( and to establish
Classes of such Series having relative rights, powers, and duties as
the Trustees may provide consistent with applicable laws))
(n) To allocate assets, liabilities((,)) and expenses of the Trust to
a particular Series ((or Class, as appropriate, ))or to apportion the
same between or among two or more Series ((or Classes, as
appropriate)), provided that any liabilities or expenses incurred by a
particular Series ((or Class ))shall be payable solely out of the
assets belonging to that Series as provided for in Article III.
(o) 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.
(p) 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.
(q) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for.
(r) To borrow money((, and to pledge, mortgage((,)) or hypothecate
the assets of the Trust, subject to ((the)) applicable requirements of
the 1940 Act.
(s) To establish, from time to time, a minimum total investment for
Shareholders[,] and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving
notice to such Shareholder.
(((t) To operate as and carry on the business of an investment
company and to exercise all the powers necessary and appropriate to
the conduct of such operations.))
(((u) To interpret the investment policies, practices or limitations
of any Series.))
(((v) 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 III and Article X, 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.))
[(t)](((w))) Notwithstanding any other provision hereof, to invest
all ((or a portion ))of the assets of any [s]((S))eries in [a
single]((one or more)) open-end investment [company]((companies))
including investment by means of transfer of such assets in exchange
for an interest or interests in such investment company(( or companies
or by any other method approved by the Trustees)).
(((x) 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 or any Series or
Class thereof.))
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.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
SECTION 2. 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 of 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((, if any))
ACTION BY THE TRUSTEES
SECTION 3. ((Except as otherwise provided herein or in the 1940 Act,
[T]t))he Trustees shall act by majority vote at a meeting duly called
or by unanimous written consent without a meeting or by telephone
consent provided a quorum of Trustees participate in any such
telephonic meeting, unless the 1940 Act requires that a particular
action be taken only at a meeting [of]((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 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((, or
other electro-mechanical means)) sent to his home or business address
at least twenty-four (((24) ))hours in advance of the meeting or by
written notice mailed to his home or business address at least
seventy-two (((72) ))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. Subject to the requirements of the 1940 Act,
the Trustees by majority vote may delegate to any one of their number
their authority to approve particular matters or take particular
actions on behalf of the Trust. ((Written consents or waivers of
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 or other electro-mechanical means.))
CHAIRMAN OF THE TRUSTEES
SECTION 4. The Trustees may 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 the chief executive, financial and accounting
officer of the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
SECTION 1. Subject to the provisions of Article III, Section 5, 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
[S]((s))tate laws and regulations[,]((;)) charges of custodians,
transfer agents, and registrars[,]((;)) expenses of preparing and
setting up in type [P]((p))rospectuses and [S]((s))tatements of
[A]((a))dditional [I]((i))nformation[,]((;)) 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 expense[,]((;)) association membership
dues[,]((;)) and for such [non-recurring] items as may arise,
including litigation to which the Trust 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 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 VII
INVESTMENT ADVISER, PRINCIPAL [,]UNDERWRITER, AND TRANSFER AGENT
INVESTMENT ADVISER
SECTION 1. Subject to [a Majority Shareholder Vote,]((applicable
requirements of the 1940 Act, as modified by or interpreted by any
applicable order of the Commission or any rules or regulations adopted
or interpretative releases of the Commission thereunder, ))the
Trustees may((,)) in their discretion ((and)) from time to time((,))
enter into an investment advisory or management contract(s) with
respect to the Trust or any Series thereof whereby the other
party(ies) to such contract(s) shall undertake to furnish the Trustees
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. Notwithstanding any provisions of
this Declaration of Trust, the Trustees may authorize the investment
adviser(s) (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 and other investment instruments of
the Trust 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, subject to applicable requirements of the 1940 Act,
((as modified by or interpreted by any applicable order or orders of
the Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, ))including those relating to
Shareholder approval, authorize the investment adviser to employ one
or more sub-advisers from time to time 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.
PRINCIPAL UNDERWRITER
SECTION 2. The Trustees may in their discretion from time to time
enter into [a]((an exclusive or non-exclusive)) contract(s) ((on
behalf of the Trust or any Series or Class thereof ))providing for the
sale of the Shares, whereby the Trust may either agree to sell the
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 as may be prescribed in the Bylaws, if
any, and such further terms and conditions as the Trustees may, in
their discretion((,)) determine not inconsistent with the provisions
of this Article VII[,] or of the Bylaws, if any[; and]((.)) ((S[s]uch
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 3. The Trustees may((,)) in their discretion ((and)) from
time to time((,)) enter into [a]((one or more)) transfer agency and
Shareholder service contracts whereby the other party shall undertake
to furnish the Trustees with transfer agency and Shareholder services.
[The]Such contract((s)) shall be on such terms and conditions as the
Trustees may((,)) in their discretion((,)) determine not inconsistent
with the provisions of this Declaration of Trust or of the Bylaws, if
any. Such services may be provided by one or more entities.
PARTIES TO CONTRACT
SECTION 4. Any contract of the character described in Sections 1, 2
and 3 of this Article VII or in Article IX 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 voidable by reason of the existence of any relationship, 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 reasonable and fair and not inconsistent with the
provisions of this Article VII or the Bylaws, if any. The same person
(including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections
1, 2 and 3 above or Article IX, 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 4.
PROVISIONS AND AMENDMENTS
SECTION 5. Any contract entered into pursuant to Sections 1 and 2 of
this Article VII shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act,(( as modified by or
interpreted by any applicable order or orders of the Commission or any
rules or regulations adopted or interpretative releases of the
Commission ))([including any amendments thereof]or other applicable
Act of Congress hereafter enacted)((,)) with respect to its
continuance in effect, ((its amendment, ))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 1 shall be effective unless assented to by a Majority
Shareholder Vote].
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
SECTION 1.(( The Shareholders shall have power to vote (a) for the
election of Trustees as provided in Article IV, Section 2; (b) for the
removal of Trustees as provided in Article IV, Section 3(d); (c) with
respect to any investment advisory or management contract as provided
in Article VII, Sections 1 and 5; (d) with respect to any termination,
merger, consolidation, reorganization, or sale of assets of the Trust
or any of its Series or Classes as provided in Article XII, Section 4;
(e) with respect to the amendment of this Declaration of Trust as
provided in Article XII, Section 7; (f) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether or
not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust or
the Shareholders, provided, however, that a Shareholder of a
particular Series shall not be entitled to bring any derivative or
class action on behalf of any other Series of the Trust; and (g) with
respect to such additional matters relating to the Trust as may be
required or authorized by law, by this Declaration of Trust, or the
Bylaws of the Trust, if any, or any registration of the Trust with the
Commission or any state, as the Trustees may consider desirable.))
[ The Shareholders shall have power to vote.] On any matter submitted
to a vote of the Shareholders, all [s]((S))hares shall be voted by
individual Series, ((except as provided in the following sentence
and)) except[(i)](((a))) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and
[(ii)](((b))) when the Trustees have determined that the matter
affects only the interests of one or more Series, then only the
Shareholders of 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 [s]((S))hareholder of
each Series(( or Class thereof)) shall be entitled to one vote for
each dollar of net asset value (number of [s]((S))hares owned times
net asset value per share) [per share ]of such [s]((S))eries ((or
Class thereof ))on any matter on which such [s]((S))hareholder 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. Until Shares are issued, the Trustees may exercise
all rights of Shareholders and may take any action required or
permitted by law, this Declaration of Trust or any Bylaws of the
Trust((, if any,)) to be taken by Shareholders.
MEETINGS
SECTION 2. The first Shareholders' meeting shall be held as specified
in Section 2 of Article IV at the principal office of the Trust or
such other place as the Trustees may designate. 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 (((1/10) ))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
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission))[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. Shareholders shall be
entitled to at least fifteen (((15) ))days' notice of any meeting.
QUORUM AND REQUIRED VOTE
SECTION 3. A majority 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 Declaration of Trust permits or requires that holders of any
Series ((or Class ))shall vote as a Series(( or Class then a majority
of the aggregate number of Shares of that Series ((or Class)) entitled
to vote shall be necessary to constitute a quorum for the transaction
of business by that Series(( or 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 applicable law or ))by any provision of this
Declaration of Trust or the Bylaws,(( if any,)) 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 Declaration of Trust permits or requires that the
holders of any Series ((or Class ))shall vote as a Series ((or
Class)), then a majority of the Shares of that Series ((or Class
))voted on the matter shall decide that matter insofar as that Series
((or Class ))is concerned. ((Shareholders may act by unanimous written
consent. Actions taken by a Series or Class may be consented to
unanimously in writing by Shareholders of that Series or Class.))
ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
SECTION 1. The Trustees shall at all times employ a bank[ or]((, a
company that is a member of a national securities exchange, ))trust
company((, or other entity permitted under the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission thereunder,)) having capital, surplus((,)) and undivided
profits of at least two million dollars ($2,000,000), or such other
amount [or such other entity] as shall be allowed by the Commission or
by the 1940 Act, as custodian with authority as its agent, but subject
to such restrictions, limitations [or]((and)) other requirements, if
any, as may be contained in the Bylaws of the Trust((, if any)):
(1) to hold the securities owned by the Trust and deliver the same
upon written order ((or oral order)), if 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 elsewhere as the Trustees
may direct; and
(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:
(1) to keep the books and accounts of the Trust and furnish clerical
and accounting services; and
(2) 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.
[ If so directed by a Majority Shareholder Vote, the custodian shall
deliver and pay over all property of the Trust held by it as specified
in such vote.]
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[or]((, a company that is a member of a
national securities exchange,)) [organized under the laws of the
United States or one of the states thereof and]((,)) ((or other entity
permitted under the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Commission or any rules or
regulations adopted or interpretative releases of the Commission
thereunder)), having capital, surplus((,)) and
[individual]((undivided)) profits of at least two million dollars
($2,000,000)((,)) or such other ((amount as shall be allowed by the
Commission or by the 1940 Act))[person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act as from time
to time amended].
CENTRAL CERTIFICATE DEPOSITORY SYSTEM
SECTION 2. 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[,] or
such other person as may be permitted by the Commission[,] or
otherwise in accordance with the 1940 Act[ as from time to time
amended], 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 custodian, subcustodians, or other authorized
agents)).
ARTICLE X
[DISTRIBUTIONS AND REDEMPTIONS]
DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION OF NET ASSET VALUE
DISTRIBUTIONS
SECTION 1.
(a) The Trustees may from time to time declare and pay dividends. The
amount of such dividends and the payment of them shall be wholly in
the discretion of the Trustees.
(b) The Trustees shall have ((the ))power, to the fullest extent
permitted by the laws of Massachusetts, at any time to declare and
cause to be paid dividends on Shares of a particular Series, from the
assets belonging to that Series, which dividends, at the election of
the Trustees, may be paid daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Trustees may determine, and may be payable in Shares of that
Series((, or Classes thereof,)) at the election of each Shareholder of
that Series.
((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 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
((or Class ))fixed as provided in ((Article XII, ))Section 3 [ hereof
a "stock dividend"].
REDEMPTIONS
SECTION 2. In case any holder of record of Shares of a particular
Series(( or Class of a Series)) desires to dispose of his Shares, 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 2;
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 3 hereof). 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 charges 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.
DETERMINATION OF NET ASSET VALUE ((AND VALUATION OF PORTFOLIO ASSETS))
SECTION 3. The term "Net Asset Value" of any Series ((or Class
))shall mean that amount by which the assets of that Series[,] ((or
Class ))exceed its liabilities, all as determined by or under the
direction of the Trustees. Such value per Share shall be determined
separately for each Series ((or Class ))of Shares 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 appraising 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 [O]((o))rder of the Commission applicable
to the Series. The Trustees may delegate any of its powers and duties
under this Section 3 with respect to appraisal of assets and
liabilities. At any time((,)) the Trustees may cause the value
[par]((per)) Share last determined to be determined again in ((a
))similar manner and may fix the time when such redetermined value
shall become effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
SECTION 4. 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 existing after the termination of the
suspension. ((In the event that any Series is divided into Classes,
the provisions of this Section, 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 5. 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 X.))
((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 XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY
SECTION 1. Provided they have exercised reasonable care and have
acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be responsible for or
liable in any event for neglect or wrongdoing of them or any officer,
agent, employee((, or investment adviser of the Trust, but nothing
contained herein shall protect any Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence((, or reckless disregard of the duties
involved in the conduct of his office.
INDEMNIFICATION ((OF COVERED PERSONS))
SECTION 2.
(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 "Covered Person") shall be
indemnified by the appropriate Series 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
[i]((I))nterested [p]((P))ersons 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 such Trustee or officer((,)) 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 Trustees and
officers, 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 [p]((P))aragraph (a) of this Section 2 may be paid by the
applicable 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 applicable Series if
it is ultimately determined that he is not entitled to indemnification
under this Section 2; provided, however, that either [(a)](((i))) such
Covered Person shall have provided appropriate security for such
undertaking[, (b)]((; (ii))) the Trust is insured against losses
arising out of any such advance payments((;)) or [(c)](((iii))) 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 2.
INDEMNIFICATION OF SHAREHOLDERS
SECTION 3. In case any Shareholder or former Shareholder of any
Series of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder 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 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.
ARTICLE XII
MISCELLANEOUS
TRUST NOT A PARTNERSHIP((, ETC.))
SECTION 1. It is hereby expressly declared that a trust ((is created
hereby)) and not a partnership((, joint stock association,
corporation, bailment, or any form of a legal relationship other than
a trust))[is created hereby]. No Trustee hereunder shall have any
power to ((personally ))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 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
Declaration of Trust 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]((TRUSTEES')) GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY
SECTION 2. The exercise by the Trustees 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 Section 1 of this Article XII
and to Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Section 1
of this Article XII and to Article XI, shall be under no liability for
any act or [O]((o))mission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
SECTION 3. The Trustees may close the stock 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
dividend((s)), 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((s)), 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 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
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 or aforesaid.
[TERMINATION OF TRUST]
((DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.))
[(a)] ((SECTION 4.1. DURATION.)) [This]((The)) Trust shall
continue without limitation of time((,)) but subject to the provisions
[of subsection (b)]of this [Section 4]((Article XII)).
[(b) Subject to a Majority Shareholder Vote of each Series affected
by the matter or, if applicable, to a Majority Shareholder Vote of the
Trust, the Trustees may]
[(i) sell and convey the assets or any affected Series to another
trust, partnership, association or corporation organized under the
laws of any state which is a diversified open-end management
investment company as defined in the 1940 Act, 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 or stock of such trust, partnership, association
or corporation; or]
[(ii) at any time sell and convert into money all of the assets of
the Trust or any affected Series].
((SECTION 4.2. TERMINATION OF THE TRUST, A SERIES OR A CLASS.))
(((a) Subject to applicable Federal and state law, the Trust or any
Series or Class thereof may be terminated:))
(((i) by Majority Shareholder Vote of the Trust, each Series
affected, or each Class affected, as the case may be; or))
(((ii) without the vote or consent of Shareholders by a majority of
the Trustees either at a meeting or by written consent. ))
((The Trustees shall provide written notice to the affected
Shareholders of a termination effected under clause (ii) above. Upon
the termination of the Trust or the Series or Class,))
(((i) the Trust or the Series or Class shall carry on no business
except for the purpose of winding up its affairs;))
(((ii) the Trustees shall proceed to wind up the affairs of the Trust
or the Series or Class, and all of the powers of the Trustees under
this Declaration of Trust shall continue until the affairs of the
Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust or the Series or Class thereof;
collect its assets; sell, convey, assign, exchange, transfer, or
otherwise dispose of all or any part of the remaining Trust property
or Trust property allocated or belonging to such Series or Class to
one or more persons at public or private sale for consideration that
may consist in whole or in part of cash, securities, or other property
of any kind; discharge or pay its liabilities; and do all other acts
appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer, or other disposition of
all or substantially all the Trust property or Trust property
allocated or belonging to such Series or Class (other than as provided
in (iii) below) shall require Shareholder approval in accordance with
Section 4.3 below; and))
[Upon making provision 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)
ratably among the holders of the Shares of the Trust or any affected
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 shall be discharged
of any and all further liabilities and duties hereunder and the right,
title and interest of all parties shall be cancelled and discharged.]
(((iii) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or Class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
Class according to their respective rights; and))
(((b) after termination of the Trust or the Series or Class and
distribution to the Shareholders as herein provided, a majority of the
Trustees shall execute and lodge among the records of the Trust and
file with the Secretary of The Commonwealth of Massachusetts, if
required, an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all
further liabilities and duties with respect to the Trust or the
terminated Series or Class, and the rights and interests of all
Shareholders of the Trust or the terminated Series or Class shall
thereupon cease.))
((SECTION 4.3. MERGER, CONSOLIDATION, AND SALE OF ASSETS. Subject to
applicable Federal and state law and except as otherwise provided in
Section 4.4 below, the Trust or any Series or Class thereof may merge
or consolidate with any other corporation, association, trust, or
other organization or may sell, lease, or exchange all or a portion of
the Trust property or Trust property allocated or belonging to such
Series or Class, including its good will, upon such terms and
conditions and for such consideration when and as authorized at any
meeting of Shareholders called for such purpose by a Majority
Shareholder Vote of the Trust or affected Series or Class, as the case
may be. Such transactions may be effected through share-for-share
exchanges, transfers or sale of assets, shareholder in-kind
redemptions and purchases, exchange offers, or any other method
approved by the Trustees.))
((SECTION 4.4. INCORPORATION; REORGANIZATION. Subject to applicable
Federal and state law, the Trustees may without the vote or consent of
Shareholders cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any
other trust, partnership, limited liability company, association, or
other organization to take over all or a portion of the Trust property
or all or a portion of the Trust property allocated or belonging to
such Series or Class or to carry on any business in which the Trust
shall directly or indirectly have any interest, and to sell, convey
and transfer the Trust property or the Trust property allocated or
belonging to such Series or Class to any such corporation, trust,
limited liability company, partnership, association, or organization
in exchange for the shares or securities thereof or otherwise, and to
lend money to, subscribe for the shares or securities of, and enter
into any contracts with any such corporation, trust, partnership,
limited liability company, association, or organization, or any
corporation, partnership, limited liability company, trust,
association, or organization in which the Trust or such Series holds
or is about to acquire shares or any other interest. Subject to
applicable Federal and state law, the Trustees may also cause a merger
or consolidation between the Trust or any successor thereto or any
Series or Class thereof and any such corporation, trust, partnership,
limited liability company, association, or other organization. Nothing
contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one
or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling,
conveying, or transferring the Trust property or a portion of the
Trust property to such organization or entities; provided, however,
that the Trustees shall provide written notice to the affected
Shareholders of any transaction whereby, pursuant to this Section 4.4,
the Trust or any Series or Class thereof sells, conveys, or transfers
all or a portion of its assets to another entity or merges or
consolidates with another entity. Such transactions may be effected
through share-for-share exchanges, transfers or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any
other method approved by the Trustees.))
FILING OF COPIES, REFERENCES, AND HEADINGS
SECTION 5. The original or a copy of this instrument and of each
[d]((D))eclaration of [t]((T))rust supplemental hereto shall be kept
at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental
[d]((D))eclaration of [t]((T))rust shall be filed by the Trustees with
the Secretary of [t]((T))he Commonwealth of Massachusetts and the
Boston City Clerk, as well as any other governmental office where such
filing may from time to time be required. 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 supplemental [d]((D))eclarations of
[t]((T))rust 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 instrument or of any such supplemental
[d]((D))eclaration of [t]((T))rust. In this instrument or in any such
supplemental [d]((D))eclaration of [t]((T))rust, references to this
instrument and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or
affected by any such supplemental [d]((D))eclaration of [t]((T))rust.
Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument may be executed in any number
of counterparts each of which shall be deemed an original.
APPLICABLE LAW
SECTION 6. The [t]((T))rust set forth in this instrument is made in
[t]((T))he Commonwealth of Massachusetts, and it is created under and
is to be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust((, 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 7. If authorized by votes of the Trustees and a Majority
Shareholder Vote, or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case,
the Trustees shall amend or otherwise supplement this instrument, by
making a declaration of trust supplemental hereto, which thereafter
shall form a part hereof, except that an amendment which shall affect
the Shareholders of one or more Series but not the Shareholders of all
outstanding Series shall be authorized by vote of the Shareholders
holding a majority of the Shares entitled to vote of each Series
affected and no vote of Shareholders of a Series not affected shall be
required. Amendments having the purpose of changing the name of the
Trust or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision
contained herein shall not require authorization by Shareholder vote.
Copies of the supplemental declaration of trust shall be filed as
specified in Section 5 of this Article XII.]
SECTION 7. ((Except as specifically provided herein, the Trustees
may, without shareholder vote, amend or otherwise supplement this
Declaration of Trust by making an amendment, a Declaration of Trust
supplemental hereto or an amended and restated Declaration of Trust.
Shareholders shall have the right to vote (a) on any amendment that
would affect their right to vote granted in Section 1 of Article VIII;
(b) on any amendment that would alter the maximum number of Trustees
permitted under Section 6 of Article IV; (c) on any amendment to this
Section 7; (d) on any amendment as may be required by law or by the
Trust's registration statement filed with the Commission; and (e) on
any amendment submitted to them by the Trustees. Any amendment
required or permitted to be submitted to Shareholders that, as the
Trustees determine, shall affect the Shareholders of one or more
Series or Classes shall be authorized by vote of the Shareholders of
each Series or Class affected and no vote of shareholders of a Series
or Class not affected shall be required. Notwithstanding anything else
herein, any amendment to Article XI 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 8. The fiscal year of the Trust shall end on a specified date
as set forth in the Bylaws, [in]((if)) any, provided, however, that
the Trustees may, without Shareholder approval, change the fiscal year
of the Trust.
USE OF THE WORD "FIDELITY"
SECTION 9. Fidelity Management & Research Company ("FMR") has
consented to the use by any Series of the Trust of the identifying
word "Fidelity" in the name of any Series of the Trust at some future
date. Such consent is conditioned upon the employment of FMR(( or a
subsidiary or affiliate thereof ))as investment adviser of each Series
of the Trust. As between the Trust and itself, FMR controls the use of
the name of the Trust insofar as such name contains the identifying
word "Fidelity((.))"[.] FMR may from time to time use the identifying
word "Fidelity" in other connections and for other purposes,
including, without limitation, in the names of other investment
companies, corporations((,)) or businesses [which]((that)) 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" 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 or Regulations))
((SECTION 10. (a) The provisions of this Declaration of Trust 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
Declaration of Trust; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration of
Trust or render invalid or improper any action taken or omitted prior
to such determination.))
(((b) If any provision of this Declaration of Trust 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 Declaration of Trust
in any jurisdiction.))
IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this instrument [this 14th day of
September, 1995] ((as of the date set forth above)).
[SIGNATURE LINES OMITTED]
EXHIBIT 2
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
FORM OF
MANAGEMENT CONTRACT
between
FIDELITY UNION STREET TRUST:
FIDELITY EXPORT ((AND MULTINATIONAL)) FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
[AGREEMENT]((AMENDMENT AMENDED and RESTATED as of)) this [14th]((
))day of [July 1994] ((__, 200 )), by and between Fidelity Union
Street Trust, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Fidelity Export ((and Multinational ))Fund
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser")(( as set forth in its entirety below)).
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated July 14, 1994, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on October 1, 2000.
1. (a) Investment Advisory Services. The Adviser undertakes to act
as investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. The Adviser will be compensated on the following basis 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, composed of a Group Fee
and an Individual Fund Fee.
(a) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month. The Group Fee
Rate shall be determined on a cumulative basis pursuant to the
following schedule:
GROUP FEE RATE SCHEDULE
Average [Net]((Group)) Assets Annualized [Fee] ((Rate))
[(for each level)]
0 - $3 billion .5200%
3 - 6 .4900%
6 - 9 .4600%
9 - 12 .4300%
12 - 15 .4000%
15 - 18 .3850%
18 - 21 .3700%
21 - 24 .3600%
24 - 30 .3500%
30 - 36 .3450%
36 - 42 .3400%
42 - 48 .3350%
48 - 66 .3250%
66 - 84 .3200%
84 - 102 .3150%
102 - 138 .3100%
138 - 174 .3050%
174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
[over 390] [.2700%]
((390 - 426)) ((.2700))%
((426 - 462)) ((.2650))%
((462 - 498)) ((.2600))%
((498 - 534)) ((.2550))%
((534 - 587)) ((.2500))%
((587 - 646)) ((.2463))%
((646 - 711)) ((.2426))%
((711 - 782)) ((.2389))%
((782 - 860)) ((.2352))%
((860 - 946)) ((.2315))%
((946 - 1,041)) ((.2278))%
((1,041 - 1,145)) ((.2241))%
((1,145 - 1,260)) ((.2204))%
((Over 1,260)) ((.2167))%
(b) [Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
0.30%.
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute
the Annual Management Fee Rate. One-twelfth of the Annual Management
Fee Rate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust or other organizational document) determined as of the close
of business on each business day throughout the month.
(c) In case of termination of this Contract during any month, the
fee for that month shall be reduced proportionately on the basis of
the number of business days during which it is in effect, and the fee
computed upon the average net assets for the business days it is so in
effect for that month.
4. It is understood that the Portfolio will pay all its expenses,
which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase or sale of securities and
other investment instruments; (iii) fees and expenses of the Fund's
Trustees other than those who are "interested persons" of the Fund or
the Adviser; (iv) legal and audit expenses; (v) custodian, registrar
and transfer agent fees and expenses; (vi) fees and expenses related
to the registration and qualification of the Fund and the Portfolio's
shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy
material to shareholders of the Portfolio; (viii) all other expenses
incidental to holding meetings of the Portfolio's shareholders,
including proxy solicitations therefor; (ix) a pro rata share, based
on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity
and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security(( or other investment
instrument)).
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until July
31, [1995]((2001)) and indefinitely thereafter, but only so long as
the continuance after such date shall be specifically approved at
least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) [This Contract may be modified by mutual consent, such consent on
the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.]
(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 6, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
or other organizational document 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
Declaration of Trust or other organizational document are separate and
distinct from those of any and all other Portfolios.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the [Securities and Exchange ]Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 3
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
FORM OF
MANAGEMENT CONTRACT
between
FIDELITY UNION STREET TRUST:
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
[AGREEMENT made]((AMENDMENT AMENDED and RESTATED as of)) this
[18th](( )) day of [October 1993] (( 200 )), by and between
Fidelity Union Street Trust, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ["](("))Fund"), on behalf of Fidelity Spartan
Short-Intermediate Municipal ((Income)) Fund (hereinafter called the
["](("))Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the ["](("))Adviser")((
as set forth in its entirety below)).
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated October 1, 1993, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on October 1, 2000.
1. (a) Investment Advisory Services. The Adviser undertakes to act
as investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the ["](("))1940 Act"), and such other limitations as the Portfolio
may impose by notice in writing to the Adviser. The Adviser shall
also furnish for the use of the Portfolio office space and all
necessary office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
["](("))interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
[(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid
by the Portfolio: (i) taxes, (ii) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser; (iii) brokerage fees and commissions; (iv) interest
expenses with respect to borrowings by the Portfolio; and (v) such
non-recurring and extraordinary expenses as may arise, including
actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation 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, or other services, shall not be payable by the Adviser,
but may be received and retained by the Adviser or its affiliates.]
[(d)](((c))) The Adviser[, at its own expense,] shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Adviser,
which may include brokers or dealers affiliated with the Adviser. The
Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also
provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio
and/or the other accounts over which the Adviser or its affiliates
exercise investment discretion. The Adviser is authorized to pay a
broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio
which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion.
The Trustees of the Fund shall periodically review the commissions
paid by the Portfolio to determine if the commissions paid over
representative periods of time were reasonable in relation to the
benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3.(( The Adviser will be compensated on the following basis 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, composed of a Group Fee
and an Individual Fund Fee.))
(((a) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month. The Group Fee
Rate shall be determined on a cumulative basis pursuant to the
following schedule:))
GROUP FEE RATE SCHEDULE
Average Group Assets Annualized Rate
((0 - $3 billion)) ((.3700%))
((3 - 6)) ((.3400))
((6 - 9)) ((.3100))
((9 - 12)) ((.2800))
((12 - 15 )) ((.2500))
((15 - 18)) ((.2200))
((18 - 21)) ((.2000))
((21 - 24)) ((.1900))
((24 - 30)) ((.1800))
((30 - 36)) ((.1750))
((36 - 42)) ((.1700))
((42 - 48)) ((.1650))
((48 - 66)) ((.1600))
((66 - 84)) ((.1550))
((84 - 120)) ((.1500))
((120 - 156 )) ((.1450))
((156 - 192)) ((.1400))
((192 - 228)) ((.1350))
((228 - 264)) ((.1300))
((264 - 300)) ((.1275))
((300 - 336)) ((.1250))
((336 - 372)) ((.1225))
((372 - 408)) ((.1200))
((408 - 444)) ((.1175))
((444 - 480)) ((.1150))
((480 - 516)) ((.1125))
((516 - 587)) ((.1100))
((587 - 646)) ((.1080))
((646 - 711)) ((.1060))
((711 - 782)) ((.1040))
((782 - 860)) ((.1020))
((860 - 946)) ((.1000))
((946 - 1,041)) ((.0980))
((1,041 - 1,145)) ((.0960))
((1,145 - 1,260)) ((.0940))
((Over 1,260)) ((.0920))
(((b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall
be 0.25%.))
((The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute
the Annual Management Fee Rate. One-twelfth of the Annual Management
Fee Rate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust or other organizational document) determined as of the close
of business on each business day throughout the month.))
3. [For the services and facilities to be furnished hereunder, the
Adviser shall receive a monthly management fee, payable as soon as
practicable after the last day of each month, at the annual rate of
.55% of the average net assets of the Portfolio (computed in the
manner set forth in the Declaration of Trust) 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.]
(((c))) In[the] case of[initiation or] termination of this Contract
during any month, the fee ((for that month)) shall be reduced
proportionately[based] ((on the basis of)) the number of business days
during which it is in effect((,)) and the fee computed upon the
average net assets for the business days it is so in effect for that
month.
((4. It is understood that the Portfolio will pay all its expenses,
which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase or sale of securities and
other investment instruments; (iii) fees and expenses of the Fund's
Trustees other than those who are "interested persons" of the Fund or
the Adviser; (iv) legal and audit expenses; (v) custodian, registrar
and transfer agent fees and expenses; (vi) fees and expenses related
to the registration and qualification of the Fund and the Portfolio's
shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy
material to shareholders of the Portfolio; (viii) all other expenses
incidental to holding meetings of the Portfolio's shareholders,
including proxy solicitations therefor; (ix) a pro rata share, based
on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity
and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.))
[4.]((5.)) The services of the Adviser to the Portfolio are not to be
deemed exclusive, the Adviser being free to render services to others
and engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security(( or other investment
instrument)).
[5.]((6.)) (a) Subject to prior termination as provided in
sub[-]((-))paragraph (d) of this paragraph [5]((6)), this Contract
shall continue in force until June 30, [1994](( 2001)) and
indefinitely thereafter, but only so long as the continuance after
such date shall be specifically approved at least annually by vote of
the Trustees of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) [This Contract may be modified by mutual consent, such consent
on the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.]
(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]((6)), the terms of any continuance or
modification of this Contract must have been approved by the vote of a
majority of those Trustees of the Fund who are not parties to the
Contract or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
[6]((7)). The Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Fund's
Declaration of Trust ((or other organizational document ))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 Declaration of Trust ((or other
organizational document ))are separate and distinct from those of any
and all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.))
The terms ["](("))vote of a majority of the outstanding voting
securities," ["](("))assignment," and ["](("))interested persons,"
when used herein, shall have the respective meanings specified in the
1940 Act, as now in effect or as hereafter amended, and subject to
such orders as may be granted by the [Securities and Exchange
]Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, ((and their respective seals to be hereunto affixed, ))all
as of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 4
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY UNION STREET TRUST ON BEHALF OF FIDELITY EXPORT ((AND
MULTINATIONAL)) FUND
[AGREEMENT]((AMENDMENT)) made this [14th](( ))day of [July, 1994] ((
, 200 )), by and between Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the "Advisor");
Fidelity Management & Research (U.K.) Inc. (hereinafter called the
"Sub-Advisor"); and Fidelity Union Street Trust, a Massachusetts
business trust which may issue one or more series of shares of
beneficial interest (hereinafter called the "Trust") on behalf of
Fidelity Export ((and Multinational)) Fund (hereinafter called the
"Portfolio").
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 9 of the existing
Sub-Advisory Agreement dated July 14, 1994, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on October 1, 2000.
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall
pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Trust or Advisor may impose with respect
to the Portfolio by notice to the Sub-Advisor. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the Sub-Advisor may
select. The Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including
but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction
of the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
shall place all orders for the purchase and sale of portfolio
securities for the Portfolio's account with brokers or dealers
selected by the Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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 Sub-Advisor 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
Sub-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 110% of the Sub-Advisor's costs incurred in
connection with rendering the services referred to in subparagraph (a)
of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the
Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 50% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers or reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1)
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor under the Management Contract
with the Portfolio, which expenses payable by the Portfolio shall
include, without limitation, (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses
of the Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (iv) legal and audit
expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution
under state and federal securities laws; (vii) expenses of printing
and mailing reports and notices and proxy material to shareholders of
the Portfolio; (viii) all other expenses incidental to holding
meetings of the Portfolio's shareholders, including proxy
solicitations [therefore]therefor; (ix) a pro rata share, based on
relative net assets of the Portfolio and other registered investment
companies having Advisory and Service or Management Contracts with the
Advisor, of 50% of insurance premiums for fidelity and other coverage;
(x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of
printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the
Portfolio is a party and the legal obligation which the Portfolio may
have to indemnify the Trust's Trustees and officers with respect
thereto.
6. Interested Persons: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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 Sub-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, [1995]((2001)) and indefinitely thereafter, but only so long as
the continuance after such period shall be specifically approved at
least annually by vote of the Trust's Board of Trustees or by vote of
a majority of the outstanding voting securities of the Portfolio.
(b) [This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.]
(b) This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.))
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, 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 Trust who are not parties to this 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 the Advisor, the Sub-Advisor or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. Governing Law: 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 "registered investment company," "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.
IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 5
((UNDERLINED)) DISCLOSURE WILL BE ADDED
[BRACKETED] DISCLOSURE WILL BE DELETED
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY UNION STREET TRUST ON BEHALF OF FIDELITY EXPORT ((AND
MULTINATIONAL)) FUND
[AGREEMENT]((AMENDMENT)) made this [14th]((__)) day of [July, 1994]
(( 200 )), by and between Fidelity Management & Research
Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
"Advisor"); Fidelity Management & Research (Far East) Inc.
(hereinafter called the "Sub-Advisor"); and Fidelity Union Street
Trust, a Massachusetts business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the
"Trust") on behalf of Fidelity Export ((and Multinational)) Fund
(hereinafter called the "Portfolio").
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 9 of the existing
Sub-Advisory Agreement dated July 14, 1994, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on October 1, 2000.
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall
pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Trust or Advisor may impose with respect
to the Portfolio by notice to the Sub-Advisor. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the Sub-Advisor may
select. The Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including
but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction
of the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
shall place all orders for the purchase and sale of portfolio
securities for the Portfolio's account with brokers or dealers
selected by the Sub-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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 Sub-Advisor 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
Sub-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 105% of the Sub-Advisor's costs incurred in
connection with rendering the services referred to in subparagraph (a)
of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the
Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 50% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers and reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor under the Management Contract
with the Portfolio, which expenses payable by the Portfolio shall
include, without limitation, (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses
of the Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (iv) legal and audit
expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution
under state and federal securities laws; (vii) expenses of printing
and mailing reports and notices and proxy material to shareholders of
the Portfolio; (viii) all other expenses incidental to holding
meetings of the Portfolio's shareholders, including proxy
solicitations [therefore]therefor; (ix) a pro rata share, based on
relative net assets of the Portfolio and other registered investment
companies having Advisory and Service or Management Contracts with the
Advisor, of 50% of insurance premiums for fidelity and other coverage;
(x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of
printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the
Portfolio is a party and the legal obligation which the Portfolio may
have to indemnify the Trust's Trustees and officers with respect
thereto.
6. Interested Persons: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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 Sub-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, [1995]((2001)) and indefinitely thereafter, but only so long as
the continuance after such period shall be specifically approved at
least annually by vote of the Trust's Board of Trustees or by vote of
a majority of the outstanding voting securities of the Portfolio.
(b) [This Agreement may be modified by mutual consent of the Advisor,
the Sub-Advisor and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.]
(b) ((This Agreement may be modified by mutual consent of the
Advisor, the Sub-Advisor and the Portfolio subject to the provisions
of Section 15 of the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Securities and Exchange Commission
(the "Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.))
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, 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 Trust who are not parties to this 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 the Advisor, the Sub-Advisor or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. Governing Law: 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 "registered investment company," "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.
IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 6
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY UNION STREET TRUST:
FIDELITY EXPORT AND MULTINATIONAL FUND
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Fidelity Export and Multinational Fund (the "Portfolio"), a series of
shares of Fidelity Union Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.
4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of at
least a "majority of the outstanding voting securities of the
Portfolio" (as defined in the Act), the plan having been approved by a
vote of a majority of the Trustees of the Fund, including a majority
of Trustees who are not "interested persons" of the Fund (as defined
in the Act) and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements related to this Plan
(the "Independent Trustees"), cast in person at a meeting called for
the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2001 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust or other organizational
document, any obligations assumed by the Portfolio pursuant to this
Plan and any agreements related to this Plan shall be limited in all
cases to the Portfolio and its assets, and shall not constitute
obligations of any other series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
EXHIBIT 7
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of the ((__)) day of ((____)) 200((_)), by and between Fidelity Union
Street Trust (Union Street Trust), on behalf of Spartan
Short-Intermediate Municipal Income Fund (the Fund), a separate series
of Union Street Trust and Fidelity Municipal Trust (Municipal Trust),
each a business trust duly formed under the laws of the Commonwealth
of Massachusetts.
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise (a) the transfer of all of the assets of
the Fund to a series of Municipal Trust (the Series) solely in
exchange for shares of beneficial interest of the Series (the Series
Shares) and the assumption by the Series of the Fund's liabilities;
and (b) the constructive distribution of such Series Shares by the
Fund to its shareholders (Fund Shareholder(s)) in complete liquidation
and termination of the Fund, in exchange for all of the Fund's
outstanding shares (Fund Shares). The Fund shall receive shares of the
Series equal to the number of Fund Shares on the Closing Date (as
defined below). Immediately thereafter, the Fund shall then distribute
to each Fund Shareholder one Series Share for each Fund Share held by
the shareholder on the Closing Date. The foregoing transactions are
referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE FUND
Union Street Trust, on behalf of the Fund, represents and warrants as
follows:
(a) The Fund is a series of Union Street Trust, a business trust duly
formed, validly existing, and in good standing under the laws of the
Commonwealth of Massachusetts, and has the power to own all of its
properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local
authorizations to carry out its business as now being conducted and to
carry out this Agreement;
(b) The Fund is a series of Union Street Trust, which is duly
registered as an open-end management investment company under the
Investment Company Act of 1940 (the 1940 Act), as amended, and such
registration is in full force and effect;
(c) The Fund i snot in, and the execution, delivery and performance
of this Agreement will not result in a violation of any provision of
the Amended and Restated Declaration of Trust or the Bylaws of Union
Street Trust, or, to the Fund's knowledge, of any agreement,
indenture, instrument, contract, lease or other undertaking to which
the Fund is a party or by which the Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment or decree to which the Fund is a party or is
bound;
(d) The Fund has no material contracts or other commitments (other
than this Agreement) that will not be terminated without liability to
the Fund on or prior to the Closing Date;
(e) To the Fund's knowledge, no material legal, administrative, or
other proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Fund
or any of its properties or assets that assert liability on the part
of the Fund, except as previously disclosed in writing to Municipal
Trust. The Fund knows of no facts that might form the basis for the
institution of such proceedings;
(f) The Fund has filed or will file all federal and state tax returns
that, to the knowledge of the Fund's officers, are required to be
filed by the Fund and has paid or will pay all federal and state taxes
shown to be due on said returns or provision shall have been made for
the payment thereof, and, to the best of the Fund's knowledge, no such
return is currently under audit and no assessment has been asserted
with respect to such returns;
(g) All of the issued and outstanding shares of the Fund are, and at
the Closing Date will be, duly and validly issued and outstanding and
fully paid and nonassessable as a matter of Massachusetts law (except
as disclosed in the Fund's Statement of Additional Information) and
have been offered for sale in conformity with all applicable federal
securities laws. All of the issued and outstanding shares of the Fund
will, at the Closing Date, be held by the persons and in the amounts
as certified in accordance with the provisions of this Agreement;
(h) The information to be furnished by the Fund for use in
applications for orders, registration statements, proxy materials and
other documents that may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete and
shall comply in all material respects with federal securities and
other laws and regulations thereunder applicable thereto;
(i) At both the Valuation Time (as defined in Section 4) and the
Closing Date (as defined in Section 6), the Fund will have the full
right, power, and authority to sell, assign, transfer, and deliver its
portfolio securities and any other assets of the Fund to be
transferred to the Series pursuant to this Agreement. As of the
Closing Date, subject only to the delivery of the Fund's portfolio
securities and any such other assets as contemplated by this
Agreement, the Series will acquire the Fund's portfolio securities and
any such other assets subject to no encumbrances, liens, or security
interests (except for those that may arise in the ordinary course and
are disclosed to the Series) and without any restrictions upon the
transfer thereof;
(j) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of the Fund, and this Agreement
constitutes a valid and binding obligation of the Fund enforceable in
accordance with its terms, subject to shareholder approval;
(k) To the best knowledge of the Fund's management, there is no plan
or intention by any of the Fund's shareholders to sell, exchange or
otherwise dispose of any of the Series Shares to be received in the
Reorganization;
(l) The Fund shares are widely held and may be purchased and redeemed
upon request;
(m) Immediately following consummation of the Reorganization, the
Fund Shareholders will own all of the Series Shares and will own such
shares solely by reason of their ownership of the Fund Shares
immediately prior to the Reorganization;
(n) Immediately following the consummation of the Reorganization,
Municipal Trust will hold, on behalf of the Series, the same assets
and be subject to the same liabilities that the Fund held or was
subject to immediately prior thereto, except for assets used to pay
expenses incurred in connection with the Reorganization. Assets used
to pay expenses and all distributions (except for distributions and
redemptions arising in the ordinary course of the Fund's business as
an open-end investment company) made by the Fund immediately preceding
the Reorganization will, in the aggregate, constitute less than 1% of
the net assets of the Fund;
(o) At the time of the Reorganization, the Fund will not have
outstanding any warrants, options, convertible securities, or any
other type of right pursuant to which any person could acquire shares
of beneficial interest in the Fund;
(p) The Fund's liabilities to be assumed by the Series in the
Reorganization were incurred by the Fund in the ordinary course of its
business and are associated with the assets to be transferred;
(q) Fund Shareholders each will pay their own expenses, if any,
incurred in connection with the Reorganization;
(r) The fair market value of the Fund's assets to be transferred by
the Fund to the Series will equal or exceed the Fund's liabilities to
be assumed by the Series plus the liabilities to which the transferred
assets are subject;
(s) The Fund is a regulated investment company as defined in Section
851 of the Code;
(t) The Fund is not under the jurisdiction of a court in a proceeding
under Title 11 of the United States Code or similar case within the
meaning of Section 368(a)(3)(A) of the Code;
(u) The Fund will be liquidated immediately after the Reorganization.
2. REPRESENTATIONS AND WARRANTIES OF MUNICIPAL TRUST
Municipal Trust represents and warrants as follows:
(a) Municipal Trust is a business trust duly formed, validly
existing, and in good standing under the laws of the Commonwealth of
Massachusetts. It has all necessary federal, state, and local
authorizations to carry out its business as now being conducted and to
carry out this Agreement;
(b) Municipal Trust is duly registered as an open-end management
investment company under the 1940 Act, and the Series is a duly
established and designated series of Municipal Trust;
(c) Municipal Trust is not in, and the execution, delivery and
performance of this Agreement will not result in a violation of any
provision of the Amended and Restated Declaration of Trust or
Municipal Trust's Bylaws, or, to Municipal Trust's knowledge, of any
agreement, indenture, instrument, contract, lease or other undertaking
to which Municipal Trust is a party or by which Municipal Trust is
bound or result in the acceleration of any obligation or the
imposition of any penalty under any agreement, judgment or decree to
which Municipal Trust is a party or is bound;
(d) To Municipal Trust's knowledge, no material legal,
administrative, or other proceeding or investigation of, or before,
any court or governmental body presently is pending or threatened
against Municipal Trust or any of its properties or assets that assert
liability on the part of Municipal Trust, except as previously
disclosed in writing to Municipal Trust. Municipal Trust knows of no
facts that might form the basis for the institution of such
proceedings;
(e) Municipal Trust intends for the Series to be a regulated
investment company under Section 851 of the Code;
(f) Prior to the Closing Date, there shall be no issued and
outstanding Series Shares or any other securities issued by the Series
(except for the one share that may be issued to FMR); Series Shares
issued in connection with the transactions contemplated herein will be
duly and validly issued and outstanding, fully paid and non-assessable
under Massachusetts law on the Closing Date;
(g) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Municipal Trust, and, upon its proper
execution, this Agreement will constitute a valid and binding
obligation of Municipal Trust enforceable against the Series in
accordance with its terms;
(h) As of the Closing Date, the Series Shares will have been duly
authorized and, when so issued and delivered, will be duly and validly
issued shares of the Series, fully paid and non-assessable under
Massachusetts law except that under Massachusetts law, shareholders of
a Massachusetts business trust, under certain circumstances, may be
held personally liable for obligations of Municipal Trust;
(i) The fair market value of the Series Shares to be received by the
Fund Shareholders will be equal to the fair market value of their Fund
Shares surrendered in exchange therefor;
(j) Municipal Trust has no plan or intention on behalf of the Series
to issue additional Series Shares following the Reorganization other
than in the ordinary course of the business of the Series as the
series of a registered open-end investment company;
(k) Municipal Trust has no plan or intention to redeem or otherwise
reacquire any of the Series Shares issued to the Fund Shareholders
pursuant to the Reorganization other than through redemptions arising
in the ordinary course of the business of the Series as a series of a
registered open-end investment company;
(l) Following the Reorganization, Municipal Trust, on behalf of the
Series, will continue the Fund's historic business;
(m) No consideration other than Series Shares will be issued in
exchange for the Fund shares in the Reorganization.
(n) At the time of the Reorganization, there will be no intercompany
indebtedness existing between the Series and the Fund that was issued,
acquired, or that will be settled at a discount.
(o) At the time of the Reorganization, the Series will be a regulated
investment company as defined in Section 851 of the Code.
(p) Municipal Trust has no plan or intention to sell or otherwise
dispose of any of the Fund's assets to be acquired by the Series in
the Reorganization, except for dispositions made in the ordinary
course of its business or dispositions necessary to maintain the
status of the Series as a regulated investment company under Section
851 of the Code;
(q) The information to be furnished by Municipal Trust with respect
to the Series for use in applications for orders, registration
statements, proxy materials and other documents that may be necessary
in connection with the transactions contemplated hereby shall be
accurate and complete and shall comply in all material respects with
federal securities and other laws and regulations applicable thereto;
(r) Municipal Trust, on behalf of the Series, shall use all
reasonable efforts to obtain the approvals and authorizations required
by the 1933 Act and the 1940 Act as it may deem appropriate in order
to operate after the Closing Date; and
(s) To Municipal Trust's knowledge, no consent, approval,
authorization, or order of any court or governmental authority is
required for the consummation by the Series of the transactions
contemplated by this Agreement, except such as shall have been
obtained under the 1933 Act, the 1934 Act, and the 1940 Act.
(t) Municipal Trust, on behalf of the Series, will use the Employer
Identification Number that was used by the Fund.
3. REORGANIZATION
(a) Subject to the requisite approval of the Fund Shareholders, if
applicable, and to the other terms and conditions contained herein,
the Fund agrees to assign, convey, transfer, and deliver to the Series
established by Municipal Trust solely for the purpose of acquiring all
of the assets of the Fund (which Series has not issued any Series
Shares (except for one share that may be issued to FMR) or commenced
operations) as of the Closing Date all of the assets of the Fund of
any kind and nature existing on the Closing Date. The Series agrees in
exchange therefor (1) to assume all of the Fund's liabilities existing
on or after the Closing Date, whether or not determinable on the
Closing Date, and (2) to issue and deliver to the Fund the number of
full and fractional Series Shares equal to the value and number of
full and fractional shares of the Fund outstanding at the time of the
closing, as described in paragraph 6, as of the Closing Date provided
for in Section 6(a).
(b) The assets of the Fund to be acquired by the Series and allocated
thereto shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by the Fund, and
any deferred or prepaid expenses shown as an asset on the books of the
Fund on the Closing Date. The Fund will pay or cause to be paid to the
Series any dividend or interest payments received by it on or after
the Closing Date with respect to the assets transferred to the Series
hereunder, and the Series will retain any dividend or interest
payments received by it after the Valuation Time (as defined in
Section 4) with respect to the assets transferred hereunder without
regard to the payment date thereof. The liabilities of the Fund to be
assumed by the Series and allocated thereto, shall include (except as
otherwise provided herein) all of the Fund's liabilities, debts,
obligations, and duties, of whatever kind or nature, whether absolute,
accrued, contingent, or otherwise, whether or not determinable on the
Closing Date, and whether or not specifically referred to in this
Agreement.
(c) Immediately upon delivery to the Fund of the Series Shares, the
individual Trustees of Union Street Trust or any officer duly
authorized by them, on Union Street Trust's behalf as the then sole
shareholder of the Series, shall approve (i) a Management Contract
between Municipal Trust, on behalf of the Series, and FMR, (ii) a
Sub-Advisory Agreement between FMR and Fidelity Investments Money
Management, Inc., (iii) a Distribution and Service Plan under Rule
12b-1 under the 1940 Act between Municipal Trust, on behalf of the
Series, and Fidelity Distributors Corporation (FDC) substantively
identical to the contracts, agreement(s) and plan(s) currently in
effect with respect to the Fund immediately prior to the Closing Date
(as defined below), except as to the parties to such contract,
agreement and plan and (iv) the independent accountants who currently
serve in that capacity for the Fund, and (v) the adoption of revised
fundamental policies described in Proposals 10 through 13 of the Proxy
Statement.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), the Fund will
constructively distribute to the Fund Shareholders the Series Shares
pro rata in proportion to their respective shares of beneficial
interest in the Fund, such Fund Shareholders being shareholders of
record as determined as of the Valuation Time on the Closing Date in
accordance with the Union Street Trust Amended and Restated
Declaration of Trust, in liquidation of such Fund. Such distribution
will be accomplished by the Fund's transfer agent opening accounts on
the share records of the Series in the names of such Fund Shareholders
and transferring the Series Shares thereto. Each Fund Shareholder's
account shall be credited with the respective pro rata number of full
and fractional (rounded to the third decimal place) Series Shares due
that shareholder. All outstanding Fund Shares, including any
represented by certificates, shall simultaneously be canceled on the
Fund's share transfer records. The Series shall not issue certificates
representing Series Shares in connection with such distribution.
(e) Immediately after the distribution of the Series Shares as set
forth in Section 3(d), the Fund shall be liquidated and terminated,
and any such further actions shall be taken in connection therewith as
required by applicable law.
(f) Any transfer taxes payable upon issuance of Series Shares in a
name other than that of the registered holder on the Fund's books of
the Fund Shares constructively exchanged for the Series Shares shall
be paid by the person to whom such Series Shares are to be issued, as
a condition of such transfer.
(g) Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the date on which it is
liquidated.
4. VALUATION
(a) The valuation time shall be the close of business of the New York
Stock Exchange on the Closing Date (the Valuation Time).
(b) The value of the Fund's net assets to be acquired by the Series
hereunder shall be the net asset value per share computed as of the
Valuation Time, using the valuation procedures set forth in the Fund's
then current Prospectus and Statement of Additional Information.
(c) The number, value, and denomination of full and fractional Series
Shares to be issued in exchange for the Fund's net assets shall be
equal to the number, value, and denomination of full and fractional
Fund Shares outstanding on the Closing Date.
(d) All computations pursuant to this Section shall be made by
Fidelity Service Company, Inc. (FSC), a wholly-owned subsidiary of FMR
Corp., in accordance with its regular practice as pricing agent for
the Fund.
5. FEES; EXPENSES
(a) Municipal Trust and the Fund each represents that there is no
person who dealt with it who by reason of such dealings is entitled to
any broker's or finder's fees or commissions arising out of the
transactions contemplated hereby.
(b) Pursuant to the Fund's all-inclusive management contract with
Fidelity Management & Research Company (FMR), FMR will pay all fees
and expenses, including legal, accounting, printing, filing, and proxy
solicitation expenses, portfolio transfer taxes (if any), or other
similar expenses, incurred in connection with the transactions
contemplated by this Agreement (but not including costs incurred in
connection with the purchase or sale of portfolio securities).
[(b) Fidelity Management & Research Company (FMR) will assume expenses
incurred by Municipal Trust and the Fund in connection with the
transactions contemplated by this Agreement, whether or not the
transactions contemplated hereby are consummated. Such expenses shall
include, without limitation, (i) expenses incurred in connection with
the entering into and the carrying out of the provisions of this
Agreement; (ii) if applicable, expenses associated with the
preparation and filing of the Registration Statement under the 1933
Act covering the Series Shares to be issued pursuant to the provisions
of this Agreement; (iii) if applicable, registration or qualification
fees and expenses of preparing and filing such forms as are necessary
under applicable state securities laws to qualify the Series Shares to
be issued in connection herewith in each state in which the Fund
shareholders are resident as of the date of the mailing of the Proxy
Statement to such shareholders; (iv) postage; (v) printing; (vi)
accounting fees; (vii) legal fees; and (viii) solicitation costs of
the transactions.]
6. CLOSING DATE
(a) The transfer of the Fund's assets in exchange for the assumption
by the Series of the Fund's liabilities and the issuance of Series
Shares, as described above, together with related acts necessary to
consummate the same, (the Closing), unless otherwise provided herein,
shall occur at the principal office of Union Street Trust and
Municipal Trust, 82 Devonshire Street, Boston, Massachusetts, on
February 28, 2001, or at such other place or date as the parties may
agree in writing (the Closing Date). All acts taking place at the
Closing shall be deemed to take place simultaneously as of the
Valuation Time or at such other time and/or place as the parties may
agree.
(b) In the event that, on the Closing Date (i) any of the markets for
securities held by the Fund are closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or reporting of trading on
said markets or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of the Fund is impracticable, the Closing
Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and reporting shall
have been restored, or such other date as the parties may agree.
(c) The Fund shall deliver at the Closing a certificate of an
authorized officer stating that it has notified Citibank, N.A., as
custodian for the Fund, of the Fund's reorganization to a series of
Municipal Trust.
(d) Citibank, N.A., as transfer agent for the Fund, shall deliver at
the Closing a certificate as to the conversion on its books and
records of each Fund Shareholder account to an account as a holder of
Series Shares. Municipal Trust shall issue and deliver a confirmation
to the Fund evidencing the Series Shares to be credited as of the
Closing Date or provide evidence satisfactory to the Fund that such
Series Shares have been credited to the Fund's account on the books of
Municipal Trust. At the Closing, each party shall deliver to the other
such bills of sale, checks, assignments, stock certificates, receipts
or other documents as such other party or its counsel may reasonably
request.
7. SHAREHOLDER MEETING AND TERMINATION OF THE FUND
(a) If required to do so pursuant to the terms of Union Street
Trust's Amended and Restated Declaration of Trust or otherwise by
applicable law, the Fund agrees to call a meeting of its shareholders
(the Shareholder's Meeting) to consider and act upon this Agreement.
The Fund shall take all other action necessary to obtain approval of
the transactions contemplated hereby.
(b) The Fund agrees that as soon as reasonably practicable after
distribution of the Series Shares, the Fund shall be liquidated and
terminated as a series of Union Street Trust pursuant to its Amended
and Restated Declaration of Trust, any further actions shall be taken
in connection therewith as required by applicable law, and on and
after the Closing Date the Fund shall not conduct any business except
in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF MUNICIPAL TRUST
The obligations of Municipal Trust hereunder shall be subject to the
following conditions:
(a) That the Fund furnishes to Municipal Trust a statement, dated as
of the Closing Date, signed by an officer of Union Street Trust,
certifying that as of the Valuation Time and the Closing Date all
representations and warranties of the Fund made in this Agreement are
true and correct in all material respects and that the Fund has
complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to such dates;
(b) That the Fund furnishes Municipal Trust with copies of the
resolutions, certified by an officer of Union Street Trust, evidencing
the adoption of this Agreement and, if applicable, the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of the Fund;
(c) That the Fund shall deliver to Municipal Trust at the Closing a
statement of its assets and liabilities, together with a certificate
as to the aggregate asset value of the Fund's portfolio securities,
all as of the Valuation Time, certified on the Fund's behalf by its
Treasurer or Assistant Treasurer;
(d) That the Fund's custodian shall deliver to Municipal Trust a
certificate identifying the assets of the Fund held by such custodian
as of the Valuation Time on the Closing Date and stating that at the
Valuation Time (i) the assets held by the custodian will be
transferred to the Series; (ii) the Fund's assets have been duly
endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the
custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment
has been made;
(e) That the Fund's transfer agent shall deliver to Municipal Trust
at the Closing a certificate setting forth the number of shares of the
Fund outstanding as of the Valuation Time and the name and address of
each holder of record of any such shares and the number of shares held
of record by each such shareholder;
(f) If applicable, that the Fund calls a Shareholder's Meeting to
consider and act upon this Agreement and that the Fund takes all other
action necessary to obtain approval of the transactions contemplated
hereby;
(g) That the Fund delivers to Municipal Trust a certificate of an
officer of Union Street Trust, dated the Closing Date, that there has
been no material adverse change in the Fund's financial position since
[August 1999], other than changes in the market value of its portfolio
securities, or changes due to net redemptions of its shares, dividends
paid, or losses from operations; and
(h) That all of the issued and outstanding shares of beneficial
interest of the Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the
extent that any audit of the records of the Fund or its transfer agent
by Municipal Trust or its agents shall have revealed otherwise, the
Fund shall have taken all actions that in the opinion of Municipal
Trust are necessary to remedy any prior failure on the part of the
Fund to have offered for sale and sold such shares in conformity with
such laws.
9. CONDITIONS TO OBLIGATIONS OF THE FUND
The obligations of the Fund hereunder shall be subject to the
following conditions:
(a) That Municipal Trust shall have executed and delivered to the
Fund an Assumption of Liabilities, certified by an officer of
Municipal Trust, dated as of the Closing Date pursuant to which Trust,
on behalf of the Series, will assume all of the liabilities of the
Fund existing at the Valuation Time in connection with the
transactions contemplated by this Agreement;
(b) That Municipal Trust furnishes to the Fund a statement, dated as
of the Closing Date, signed by an officer of Trust, certifying that as
of the Valuation Time and the Closing Date all representations and
warranties of the Series made in this Agreement are true and correct
in all material respects, and Municipal Trust has complied with all
the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such dates; and
(c) That the Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to the Fund and Municipal Trust, to the effect
that the Series Shares are duly authorized and upon delivery to the
Fund as provided in this Agreement will be validly issued and will be
fully paid and nonassessable under Massachusetts law.
10. CONDITIONS TO OBLIGATIONS OF THE FUND AND MUNICIPAL TRUST
The obligations of the Fund and Municipal Trust hereunder shall be
subject to the following conditions:
(a) If applicable, that this Agreement shall have been adopted and
the transactions contemplated herein shall have been approved by the
requisite vote of the holders of the outstanding shares of beneficial
interest of the Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Securities and Exchange Commission
and of state blue sky and securities authorities, including "no
action" positions of such federal or state authorities) deemed
necessary by Municipal Trust or the Fund to permit consummation, in
all material respects, of the transactions contemplated hereby shall
have been obtained, except where failure to obtain any such consent,
order, or permit would not involve a risk of a material adverse effect
on the assets or properties of Municipal Trust or the Fund, provided
that either party hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either the Fund or the Series in
connection with the transactions contemplated by this Agreement and
all documents incidental thereto shall be satisfactory in form and
substance to it and its counsel, Kirkpatrick & Lockhart LLP;
(d) That Municipal Trust shall have taken all necessary action so
that the Series shall be a series of a registered open-end investment
company under the 1940 Act immediately after the closing.
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(f) That Municipal Trust and the Fund shall have received an opinion
of Kirkpatrick & Lockhart LLP satisfactory to Municipal Trust and the
Fund that for federal income tax purposes:
(i) The Reorganization will be a reorganization under Section
368(a)(1)(F) of the Code, and the Fund and the Series will each be
parties to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by the Fund upon the
transfer of all of its assets to the Series in exchange solely for the
Series Shares and the assumption of the Fund's liabilities followed by
the distribution of the Series Shares to the shareholders of the Fund
in liquidation of the Fund;
(iii) No gain or loss will be recognized by the Series on the
receipt of the Fund's assets in exchange solely for the the Series
Shares and the assumption of the Fund's liabilities;
(iv) The basis of the Fund's assets in the hands of the Series will
be the same as the basis of such assets in the Fund's hands
immediately prior to the Reorganization;
(v) The Series' holding period in the assets to be received from the
Fund will include the Fund's holding period in such assets;
(vi) A Fund Shareholder will recognize no gain or loss on the
exchange of his or her shares of beneficial interest in the Fund for
the Series Shares in the Reorganization;
(vii) A Fund Shareholder's basis in the the Series Shares to be
received by him or her will be the same as his or her basis in the
Fund Shares exchanged therefor;
(viii) A Fund Shareholder's holding period for his or her Series
Shares will include the holding period of the Fund Shares exchanged,
provided that those Fund Shares were held as capital assets on the
date of the Reorganization.
(ix) The Reorganization will not result in the termination of the
Fund's taxable year, and the Fund's tax attributes enumerated in
Section 381(c) of the Code will be taken into account by the Series as
if there had been no conversion.
Notwithstanding anything herein to the contrary, neither the Fund nor
Municipal Trust may waive the conditions set forth in this subsection
10(f).
11. COVENANTS OF THE FUND
(a) The Fund covenants to operate its business in the ordinary course
between the date hereof and the Closing Date, it being understood that
such ordinary course of business will include the payment of customary
dividends and distributions.
(b) The Fund covenants that the Series Shares are not being acquired
for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.
(c) The Fund covenants that it will assist Municipal Trust in
obtaining such information as Municipal Trust reasonably requests
concerning the beneficial ownership of Fund Shares.
(d) The Fund covenants that its liquidation and termination will be
effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law and, after the
Closing Date, the Fund will not conduct any business except in
connection with its liquidation and termination.
12. TERMINATION; WAIVER
(a) The parties hereto may terminate this Agreement by mutual
consent. In addition, either party may, at its option, terminate this
Agreement at or prior to the Closing Date because
(i) Of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) A condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
(b) In the event of any such termination, there shall be no liability
for damages on the part of Municipal Trust or the Fund, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the appropriate
officers of Union Street Trust, Municipal Trust, the Fund, or the
Series; provided, however, that following the shareholders' meeting,
if any, called by the Fund pursuant to Section 7 of this Agreement, no
such amendment may have the effect of changing the provisions for
determining the number of the Series Shares to be received by the Fund
shareholders under this Agreement to the detriment of such
shareholders without their further approval.
(c) Either party may waive any condition to its obligations
hereunder, provided that such waiver does not have any material
adverse effect on the interests of Fund Shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. LIMITATION OF LIABILITY
Copies of the Declarations of Trust of Municipal Trust and Union
Street Trust, as restated and amended, are on file with the Secretary
of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of
Municipal Trust and Union Street Trust as trustees and not
individually and that the obligations of the Fund and the Series under
this instrument are not binding upon any of Union Street Trust's or
Municipal Trust's Trustees, officers, or shareholders individually,
but are binding only upon the assets and property of such Fund or
Series. The Fund and Municipal Trust each agrees that its obligations
hereunder apply only to such Fund and the Series, respectively, and
not to its shareholders individually or to the trustees of such Fund
or Series.
15. ASSIGNMENT
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer.
[SIGNATURE LINES OMITTED]
EXHIBIT 8
(( PROTOTYPE MA DECLARATION OF TRUST FOR USE WITH PROXY PROPOSAL,
TO INCORPORATE TRUSTEE-APPROVED AMENDMENTS, OR FOR NEW MA BUSINESS
TRUST ))
(( [IF BEING USED WITH A PROXY PROPOSAL: FORM OF ))AMENDED AND
RESTATED (([IF INCORPORATING TRUSTEE-APPROVED AMENDMENTS: AMENDED
AND RESTATED]] )) DECLARATION OF [ TRUST]
[DATED DECEMBER 16, 1998 ] ((TRUST ))
(([TRUST NAME]))
((The language to be added to the current Declaration of Trust is
underlined, and the language to be deleted is set forth in [brackets].
Headings that were underlined in the trust's current Declaration of
Trust remain underlined in this Exhibit.] ))
[AMENDED ] (([IF BEING USED WITH A PROXY PROPOSAL, OR
INCORPORATING TRUSTEE-APPROVED AMENDMENTS:AMENDED)) AND[
RESTATED ] ((RESTATED] )) DECLARATION OF TRUST, (([FOR
AMENDED AND RESTATED DEC. OF TRUST, INSERT DATE OF SHAREHOLDER
APPROVAL; FOR NEW DEC. OF TRUST, INSERT DATE OF TRUSTEE APPROVAL AND
EXECUTION; FOR INCORPORATING TRUSTEE-APPROVED AMENDMENTS, INSERT DATE
OF TRUSTEE SIGNATURES: ))made [ December 16, 1998]
((_____________, 20__] )) by each of the Trustees whose signature
is affixed hereto [(the"Trustees"). ] (((the
"Trustees"))).
(( [IF BEING USED WITH A PROXY PROPOSAL OR INCORPORATING
TRUSTEE-APPROVED AMENDMENTS: ))WHEREAS, the Trustees desire to
amend and restate this Declaration of Trust for the sole purpose of
supplementing the Declaration of Trust to incorporate amendments duly
[adopted; and] (( adopted; ))
WHEREAS, this [Trust ](( trust )) was initially made on
[September 10, 1976 ](( _______________, ______ ))by
[Edward C. Johnson 3d, Caleb Loring, Jr., William L. Byrnes, Dwight
D. Allison, Jr., Eugene H. Clapp 2nd, Robert L. Johnson, George K.
McKenzie, and William R. Spaulding ](( ______________ ))in
order to establish a trust fund for the investment and
reinvestment of funds contributed [thereto;] (( thereto;
and]))
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and
managed in trust under this [Amended ](( [Amended )) and
[Restated ](( Restated] )) Declaration of Trust as herein
set forth below.
[ ARTICLE I]
_________________________________________________
[ NAME AND DEFINITIONS]
(( ARTICLE I))
(( NAME AND DEFINITIONS))
NAME
SECTION [1. ](( 1. )) This Trust shall be known as
["Fidelity Municipal
Trust."] (( "________________________."))
DEFINITIONS
SECTION [2. ](( 2. )) Wherever used herein, unless
otherwise required by the context or specifically provided:
[(a) ](( (a) )) The terms "Affiliated Person,"
"Assignment," "Commission," "Interested Person," "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable), 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 interpretative
releases of the Commission thereunder;
[(b) ](( (b) )) "Bylaws" shall mean the bylaws of the
Trust, if any, as amended from time to time;
[(c) ](( (c) )) "Class" refers to the class of Shares of
a Series of the Trust established in accordance with the provisions of
Article III;
[(d) ](( (d) )) "Declaration of Trust" means this
[Amended ](( [Amended )) and Restated
(( Restated] )) Declaration of Trust, as further amended or
restated, from time to time;
(e) "Net Asset Value" means the net asset value of each Series of the
Trust or Class thereof determined in the manner provided in Article X,
Section 3;
(f) "Shareholder" means a record owner of Shares of the Trust;
(g) "Shares" means the equal proportionate transferable units
of interest into which the beneficial interest of the Trust or each
Series shall be divided from time to time, including such Class or
Classes of Shares as the Trustees may from time to time create and
establish and including fractions of Shares as well as whole Shares as
consistent with the requirements of Federal and/or state securities
[laws; ](( laws;))
[(h) ](( (h) "Series" refers to any series of Shares of
the Trust established in accordance with the provisions of Article
III;
(i) "Trust" refers to [Fidelity Municipal Trust
](( ____________________________ )) and reference to the
Trust, when applicable to one or more Series of the Trust, shall refer
to any such Series;
(j) "Trustees" refer to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustee or trustees; and
(k) "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source
of managed investment in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
SECTION [1. ](( 1. )) The beneficial interest in the
Trust shall be divided into such transferable Shares of one or more
separate and distinct Series or Classes of Series as the Trustees
shall, from time to time, create and establish. The number of
authorized Shares of each Series, and Class thereof, is unlimited.
Each Share shall be without par value and shall be fully paid and
nonassessable. 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 or Class of the Trust (a) to
create and establish (and to change in any manner) Shares or any
Series or Classes thereof with such preferences, voting powers,
rights, and privileges as the Trustees may, from time to time,
determine; (b) to divide or combine the Shares or any Series or
Classes thereof into a greater or lesser number; (c) to classify or
reclassify any issued Shares into one or more Series or Classes of
Shares; (d) to abolish any one or more Series or Classes of Shares;
and (e) to take such other action with respect to the Shares as the
Trustees may deem desirable.
[ ESTABLISHMENT OF SERIES AND CLASSES]
(( ESTABLISHMENT OF SERIES AND CLASSES))
SECTION [2. ](( 2. )) The establishment of any Series or
Class thereof shall be effective upon the adoption of a resolution by
a majority of the then Trustees setting forth such establishment and
designation and the relative rights and preferences of the Shares of
such Series or [Class. ](( Class, 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 or Class including, without limitation, any registration
statement of the Trust, or as otherwise provided in such resolution.
)) At any time that there are no Shares outstanding of any
particular Series or Class previously established and designated, the
Trustees may by a majority vote abolish such Series or Class and the
establishment and designation thereof.
[ OWNERSHIP OF SHARES]
(( OWNERSHIP OF SHARES))
SECTION [3. ](( 3. )) The ownership of Shares shall be
recorded in the books of the Trust or a transfer or similar agent. The
Trustees may make such rules as they consider appropriate for the
transfer of Shares and similar matters. The record books of the Trust
as kept by the Trust or by any transfer or similar agent, as the case
may be, shall be conclusive as to who are the holders of Shares and as
to the number of Shares held from time to time by each Shareholder.
[INVESTMENT IN THE TRUST]
(( INVESTMENT IN THE TRUST))
SECTION [4. ](( 4. )) The Trustees shall accept
investments in the Trust from such persons and on such terms as they
may, from time to time, authorize. Such investments may be in the form
of cash, securities, or other property in which the appropriate Series
is authorized to invest, valued as provided in Article X, Section 3.
After the date of the initial contribution of capital, the number of
Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding, and the amount received by
the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent investments in the Trust 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) impose a sales charge or other fee upon investments in
the Trust or Series or any Classes thereof, and (b) issue fractional
Shares.
[ASSETS AND LIABILITIES OF SERIES AND CLASSES]
(( ASSETS AND LIABILITIES OF SERIES AND CLASSES))
SECTION [5. ](( 5. )) 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 referred to
as "assets belonging to" that Series. In addition, any assets, income,
earnings, profits, and proceeds thereof, funds, or payments that are
not readily identifiable as belonging to any particular Series or
Class, shall be allocated by the Trustees between and among one or
more of the Series or Classes in such manner as they, in their sole
discretion, deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series or Classes
for all purposes and shall be referred to as assets belonging to that
Series or Class. The assets belonging to a particular Series shall be
so recorded upon the books of the Trust or of its agent or agents 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, except that liabilities and
expenses may, in the Trustees' discretion, be allocated solely to a
particular Class and, in which case, shall be borne by that Class. Any
general liabilities, expenses, costs, charges, or reserves of the
Trust that are not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the Trustees between
or among any one or more of the Series or Classes in such manner as
the Trustees, in their sole discretion, deem fair and equitable and
shall be referred to as "liabilities belonging to" that Series or
Class. Each such allocation shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes. Any creditor
of any Series may look only to the assets of that Series to satisfy
such creditor's debt. 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 [6. ](( 6. )) Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust or the Trustees.
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
SECTION [7. ](( 7. )) Shares shall be deemed to be
personal property giving only the rights provided in this instrument.
Every shareholder by virtue of having become a shareholder shall be
held to have expressly assented and agreed to be bound by the terms
hereof. No Shareholder of the Trust and of each Series shall 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).
[ ARTICLE IV]
(( ARTICLE IV))
[THE TRUSTEES]
(( THE TRUSTEES))
MANAGEMENT OF THE TRUST
SECTION [1. ](( 1. )) The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility.
[INITIAL TRUSTEES; ELECTION]
(( INITIAL TRUSTEES; ELECTION))
SECTION [2. ](( 2. )) The initial Trustees shall be at
least three individuals who shall affix their signatures hereto. On a
date fixed by the Trustees, the Shareholders shall elect not less than
three Trustees. A Trustee shall not be required to be a Shareholder of
the [Trust. ](( Trust.))
TERM OF OFFICE OF TRUSTEES
SECTION [3. ](( 3. )) The Trustees shall hold office
during the lifetime of this Trust, and until its termination as
hereinafter 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 (2/3) 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 become
incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees, specifying the
date of his retirement; and (d) a Trustee may be removed at any
special meeting of the Trust by a vote of two-thirds (2/3) of the
outstanding Shares.
[RESIGNATION AND APPOINTMENT OF TRUSTEES]
(( RESIGNATION AND APPOINTMENT OF TRUSTEES))
SECTION [4. ](( 4. )) In case of the declination, death,
resignation, retirement, or removal, incapacity, or inability
(( removal )) of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number of the Trustees, or for any
other reason, exist, 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 recording in the records of the Trust,
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 so appointed shall have accepted this Trust, 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 foregoing power of
appointment is subject to the provisions of Section 16(a) of the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or
interpretative releases of the Commission.
[TEMPORARY ABSENCE OF TRUSTEES]
(( TEMPORARY ABSENCE OF TRUSTEES))
SECTION [5. ](( 5. )) Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six (6) 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]
(( NUMBER OF TRUSTEES))
SECTION [6. ](( 6. )) The number of Trustees, not less
than three (3) nor more than twelve (12), serving hereunder at any
time shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled, or while any Trustee is physically or mentally
incapacitated by reason of disease or otherwise, the other Trustees
shall have all the powers hereunder and the certificate of the other
Trustees of such vacancy or incapacity shall be conclusive.
[EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE]
(( EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE))
SECTION [7. ](( 7. )) The death, declination,
resignation, retirement, removal, incapacity, or inability of the
Trustees, or any one of them, shall not operate to annul the Trust or
to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
[OWNERSHIP OF ASSETS OF THE TRUST]
(( OWNERSHIP OF ASSETS OF THE TRUST))
SECTION [8. ](( 8. )) The assets of the Trust 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. All of the assets of the Trust shall at all times
be considered as vested in the Trustees. No Shareholder shall be
deemed to have a severable ownership in any individual asset of the
Trust or any right of partition or possession thereof, but each
Shareholder shall have a proportionate undivided beneficial interest
in the [Trust.] (( Trust or Series.))
[ARTICLE V]
(( ARTICLE V))
[POWERS OF THE TRUSTEES]
(( POWERS OF THE TRUSTEES))
[POWERS]
(( POWERS))
SECTION [1. ](( 1. )) 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. Except as otherwise
provided herein or in the 1940 Act, 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 that they, in their discretion, shall deem proper
to accomplish the purpose of this Trust. Subject to any applicable
limitation in this Declaration of Trust or the Bylaws of the Trust, if
any, the Trustees shall have power and authority:
[(a) ](( (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) ](( (b) )) To adopt Bylaws not inconsistent with
this Declaration of Trust 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.
[(c) ](( (c) )) To elect and remove such officers and
appoint and terminate such agents as they consider appropriate.
[(d) ](( (d) )) To employ one or more banks, trust
companies, companies that are members of a national securities
exchange, or other entities permitted under the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission thereunder, as custodians of any assets of the Trust
subject to any conditions set forth in this Declaration of Trust or in
the Bylaws, if any.
[(e) ](( (e) )) To retain a transfer agent and
Shareholder servicing agent, or both.
[(f) ](( (f) )) 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.
[(g) ](( (g) To set record dates in the manner
hereinafter provided for.
[(h) ](( (h) )) 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.
[(i) ](( (i) )) To sell or exchange any or all of the
assets of the Trust, subject to the provisions of Article XII, Section
4 hereof.
[(j) ](( (j) )) 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.
[(k) ](( (k) )) To exercise powers and rights of
subscription or otherwise which in any manner arise out of ownership
of securities.
[(l) ](( (l) )) To hold any security or property in a
form not indicating any trust, whether in bearer, unregistered, or
other negotiable form; or either in its own name or in the name of a
custodian or a nominee or nominees.
[(m) ](( (m) )) To establish separate and distinct Series
with separately defined investment objectives and policies and
distinct investment purposes in accordance with the provisions of
Article III and to establish Classes of such Series having relative
rights, powers, and duties as the Trustees may provide consistent with
applicable laws.
[(n) ](( (n) )) To allocate assets, liabilities, and
expenses of the Trust to a particular Series or Class, as appropriate,
or to apportion the same between or among two or more Series or
Classes, as appropriate, provided that any liabilities or expenses
incurred by a particular Series or Class shall be payable solely out
of the assets belonging to that Series as provided for in Article III.
[(o) ](( (o) )) 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.
[(p) ](( (p) )) 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.
[(q) ](( (q) )) To make distributions of income and of
capital gains to Shareholders in the manner hereinafter provided for.
[(r) ](( (r) )) To borrow money, and to pledge, mortgage,
or hypothecate the assets of the Trust, subject to the applicable
requirements of the 1940 Act.
[(s) ](( (s) )) To establish, from time to time, a
minimum total investment for Shareholders ((Shareholders ))and
to require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder.
(( ))
(t) To operate as and carry on the business of an investment company
and to exercise all the powers necessary and appropriate to the
conduct of such [operations.] (( operations.))
(( (u) To interpret the investment policies, practices or
limitations of any Series.))
[ (u) To interpret the investment policies, practices or
limitations of any Series.]
(( (v) 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 III and Article X, 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.))
(( (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 transfer of
such assets in exchange for an interest or interests in such
investment company or companies or by any other method approved by the
Trustees.))
[(v) ](( (x) )) 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.
[ (w) Notwithstanding any other provision hereof, to invest all of
the assets of any Series in a single open-end investment company,
including investment by means of transfer of such assets in exchange
for an interest or interests in such investment company.]
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 or any Series or
Class thereof.
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.
[TRUSTEES AND OFFICERS AS SHAREHOLDERS]
(( TRUSTEES AND OFFICERS AS SHAREHOLDERS))
SECTION [2. ](( 2. ))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 of 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, if any.
[ACTION BY THE TRUSTEES]
(( ACTION BY THE TRUSTEES))
SECTION [3. ](( 3. ))Except as otherwise provided herein
or in the 1940 Act, the Trustees shall act by majority vote at a
meeting duly called or by unanimous written consent without a meeting
or by telephone consent provided a quorum of Trustees participate in
any such telephonic 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 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, telegram, or other
electro-mechanical means sent to his home or business address at least
[twenty-four ](( twenty-four ))(24) hours in advance of
the meeting or by written notice mailed to his home or business
address at least seventy-two (72) 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. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may
delegate to any one of their number their authority to approve
particular matters or take particular actions on behalf of the Trust.
Written consents or waivers of 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 or other
electro-mechanical means.
[CHAIRMAN OF THE TRUSTEES]
(( CHAIRMAN OF THE TRUSTEES))
SECTION [4. ](( 4. )) The Trustees may 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 the chief executive, financial
and accounting officer of the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
[TRUSTEE REIMBURSEMENT]
(( TRUSTEE REIMBURSEMENT))
SECTION [1. ](( 1. ))Subject to the provisions of
Article III, Section 5, 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; charges of custodians, transfer agents, and registrars;
expenses of preparing and setting up in type prospectuses and
statements of additional information; 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 expense;
association membership dues; and for such [non-recurring
](( non-recurring)) items as may arise, including litigation
to which the Trust 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 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 VII
[INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT]
(( INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER
AGENT))
[INVESTMENT ADVISER]
(( INVESTMENT ADVISER))
SECTION [1. ](( 1. )) Subject to [a Majority
Shareholder Vote, ](( applicable requirements of the 1940 Act,
as modified by or interpreted by any applicable order of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, )) the Trustees may, in
their discretion and from time to time, enter into an investment
advisory or management contract(s) with respect to the Trust or any
Series thereof whereby the other party(ies) to such contract(s) shall
undertake to furnish the Trustees 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.
Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser(s) (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
and other investment instruments of the Trust 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, subject to applicable requirements of the 1940 Act,
as modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, including those relating to
Shareholder approval, authorize the investment adviser to employ one
or more sub-advisers from time to time 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.
[PRINCIPAL UNDERWRITER]
(( PRINCIPAL UNDERWRITER))
SECTION [2. ](( 2. )) The Trustees may in their
discretion from time to time enter into an exclusive or
[non-exclusive] (( non-exclusive )) contract(s) on behalf
of the Trust or any Series or Class thereof providing for the sale of
the Shares, whereby the Trust may either agree to sell the 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 as may be prescribed in the Bylaws, if any, and
such further terms and conditions as the Trustees may, in their
discretion, determine not inconsistent with the provisions of this
Article VII or of the Bylaws, if any. 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]
(( TRANSFER AGENT))
SECTION [3. ](( 3. )) The Trustees may, in their
discretion and from time to time, enter into one or more transfer
agency and Shareholder service contracts whereby the other party shall
undertake to furnish the Trustees with transfer agency and Shareholder
services. Such contracts shall be on such terms and conditions as the
Trustees may, in their discretion, determine not inconsistent with the
provisions of this Declaration of Trust or of the Bylaws, if any. Such
services may be provided by one or more entities.
[PARTIES TO CONTRACT]
(( PARTIES TO CONTRACT))
SECTION [4. ]((4. )) Any contract of the character described in
Sections 1, 2 and 3 of this Article VII or in Article IX 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 voidable by reason of the existence of any
relationship, 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 reasonable and fair and not
inconsistent with the provisions of this Article VII or the Bylaws, if
any. The same person (including a firm, corporation, partnership,
trust, or association) may be the other party to contracts entered
into pursuant to Sections 1, 2 and 3 above or Article IX, 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 4.
[PROVISIONS AND AMENDMENTS]
((PROVISIONS AND AMENDMENTS))
SECTION [5. ]((5. )) Any contract entered into pursuant to
Sections 1 and 2 of this Article VII shall be consistent with and
subject to the requirements of Section 15 of the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission (or other applicable Act of Congress hereafter enacted),
with respect to its continuance in effect, its amendment, its
termination, and the method of authorization and approval of such
contract or renewal thereof.
[ARTICLE VIII]
((ARTICLE VIII))
[SHAREHOLDERS' VOTING POWERS AND MEETINGS]
((SHAREHOLDERS' VOTING POWERS AND MEETINGS))
[VOTING POWERS]
((VOTING POWERS))
SECTION [1. ]((1. )) The Shareholders shall have power to vote
(a) for the election of Trustees as provided in Article IV, Section 2;
(b) for the removal of Trustees as provided in Article IV, Section
3(d); (c) with respect to any investment advisory or management
contract as provided in Article VII, Sections 1 and 5; (d) with
respect to any termination, merger, consolidation, reorganization, or
sale of assets of the Trust or any of its Series or Classes as
provided in Article XII, Section 4; (e) with respect to the amendment
of this Declaration of Trust as provided in Article XII, Section 7;
(f) to the same extent as the shareholders of a Massachusetts business
corporation, as to whether or not a court action, proceeding or claim
should be brought or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders, provided, however, that a
Shareholder of a particular Series shall not be entitled to bring any
derivative or class action on behalf of any other Series of the Trust;
and (g) with respect to such additional matters relating to the Trust
as may be required or authorized by law, by this Declaration of Trust,
or the Bylaws of the Trust, if any, or any registration of the Trust
with the Commission or any state, as the Trustees may consider
desirable.
On any matter submitted to a vote of the Shareholders, all Shares
shall be voted by individual Series, except as provided in the
following sentence and except (a) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series;
and (b) when the Trustees have determined that the matter affects only
the interests of one or more Series, then only the Shareholders of
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 or Class
thereof 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 or Class thereof 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. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted
by law, this Declaration of Trust or any Bylaws of the Trust, if any,
to be taken by Shareholders.
MEETINGS
SECTION [2. ]((2. )) The first Shareholders' meeting shall be
held as specified in Section 2 of Article IV at the principal office
of the Trust or such other place as the Trustees may designate.
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 (1/10) 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 modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission, 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. Shareholders shall be entitled to at least fifteen (15) days'
notice of any meeting.
[QUORUM AND REQUIRED VOTE]
((QUORUM AND REQUIRED VOTE))
SECTION [3. ]((3. )) A majority 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 Declaration of Trust permits or requires that holders of any
Series or Class shall vote as a Series or Class then a majority of the
aggregate number of Shares of that Series or Class entitled to vote
shall be necessary to constitute a quorum for the transaction of
business by that Series or 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 applicable law or by any provision of this
Declaration of Trust or the Bylaws, if any, 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 Declaration of Trust permits or requires that the holders of any
Series or Class shall vote as a Series or Class, then a majority of
the Shares of that Series or Class voted on the matter shall decide
that matter insofar as that Series or Class is concerned. Shareholders
may act by unanimous written consent. Actions taken by a Series or
Class may be consented to unanimously in writing by Shareholders of
that Series or Class.
[ARTICLE IX]
((ARTICLE IX))
[CUSTODIAN]
((CUSTODIAN))
[APPOINTMENT AND DUTIES]
((APPOINTMENT AND DUTIES))
SECTION [1. ]((1. )) The Trustees shall at all times employ a
bank, a company that is a member of a national securities exchange,
trust company, or other entity permitted under the 1940 Act, as
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, having capital, surplus, and
undivided profits of at least two million dollars ($2,000,000), or
such other amount as shall be allowed by the Commission or by the 1940
Act, 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, if any:
[ (1) ](((1) )) to hold the securities owned by the Trust and
deliver the same upon written order or oral order, if 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) ](((2) )) to receive and receipt for any moneys due to the
Trust and deposit the same in its own banking department or elsewhere
as the Trustees may direct; and
[ (3) ](((3) )) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:
[ (1) ](((1) )) to keep the books and accounts of the Trust and
furnish clerical and accounting services; and
[(2) ](((2) )) to compute, if authorized to do so, 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 ]((sub-custodian )) shall be a bank, a company
that is a member of a national securities exchange, trust company, or
other entity permitted under the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any
rules or regulations adopted or interpretative releases of the
Commission thereunder, having capital, surplus, and undivided profits
of at least two million dollars ($2,000,000), or such other amount as
shall be allowed by the Commission or by the 1940 Act.
CENTRAL DEPOSITORY SYSTEM
SECTION [2. ]((2. )) 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 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 custodian,
subcustodians, or other authorized agents.
ARTICLE X
DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION
((DETERMINATION OF NET ASSET VALUE ))
DISTRIBUTIONS
SECTION 1.
[(a) ](((a) )) The Trustees may from time to time declare and
pay dividends. The amount of such dividends and the payment of them
shall be wholly in the discretion of the Trustees.
[(b) ](((b) )) The Trustees shall have the power, to the
fullest extent permitted by the laws of Massachusetts, at any time to
declare and cause to be paid dividends on Shares of a particular
Series, from the assets belonging to that Series, which dividends, at
the election of the Trustees, may be paid daily or otherwise pursuant
to a standing resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, and may be payable in Shares
of that Series, or Classes thereof, at the election of each
Shareholder of that Series.
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) ](((c) )) Anything in this instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute a
((dividend of )) stock [dividend ]((or other property
)) pro rata among the Shareholders of a particular Series, or Class
thereof, as of the record date of that Series or Class fixed as
provided in Article XII, Section 3.
REDEMPTIONS
SECTION [2. ]((2. )) In case any holder of record of Shares of
a particular Series or Class of a Series desires to dispose of his
Shares, 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 2; 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 3 hereof). 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 charges
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.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS
SECTION [3. ]((3. )) The term "Net Asset Value" of any Series
or Class shall mean that amount by which the assets of that Series or
Class exceed its liabilities, all as determined by or under the
direction of the Trustees. Such value per Share shall be determined
separately for each Series or Class of Shares 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 appraising 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 its powers and duties under this Section
3 with respect to appraisal of assets and liabilities. At any time,
the Trustees may cause the value per Share last determined to be
determined again in a similar manner and may fix the time when such
redetermined value shall become effective.
[SUSPENSION OF THE RIGHT OF REDEMPTION]
((SUSPENSION OF THE RIGHT OF REDEMPTION))
SECTION [4. ]((4. )) 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, ]((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 existing after the
termination of the suspension. In the event that any Series is divided
into Classes, the provisions of this Section, 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.
[ARTICLE XI]
((REDEMPTION OF SHARES ))
[LIMITATION OF LIABILITY AND INDEMNIFICATION]
(( SECTION 5. 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 X.))
[LIMITATION OF LIABILITY]
((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 XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY
SECTION [1. ]((1. )) Provided they have exercised reasonable
care and have acted under the reasonable belief that their actions are
in the best interest of the Trust, the Trustees shall not be
responsible for or liable in any event for neglect or wrongdoing of
them or any officer, agent, employee, or investment adviser of the
Trust, but nothing contained herein shall protect any Trustee against
any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
[INDEMNIFICATION OF COVERED PERSONS]
((INDEMNIFICATION OF COVERED PERSONS))
SECTION 2.
[(a) ](((a) )) Subject to the exceptions and limitations
contained in Section (b) below:
[ (i) ](( (i) )) every person who is, or has been, a Trustee or
officer of the Trust (hereinafter referred to as "Covered Person")
shall be indemnified by the appropriate Series 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) ](( (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) ](((b) )) No indemnification shall be provided hereunder
to a Covered Person:
[ (i) ](( (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; ]((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) ](( (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) ](( (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); ]((inquiry);))
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by
independent counsel.
[(c) ](((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 such Trustee or officer,
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
Trustees and officers, and other persons may be entitled by contract
or otherwise under law.
[(d) ](( (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 2 may be paid by the applicable 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 applicable Series if it is ultimately determined that he is
not entitled to indemnification under this Section 2; provided,
however, that either (i) such Covered Person shall have provided
appropriate security for such undertaking; (ii) the Trust is insured
against losses arising out of any such advance payments; or (iii)
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 2.
[INDEMNIFICATION OF SHAREHOLDERS]
(( INDEMNIFICATION OF SHAREHOLDERS))
SECTION [3. ](( 3. )) In case any Shareholder or former
Shareholder of any Series of the Trust shall be held to be personally
liable solely by reason of his being or having been a Shareholder 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 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.]((thereon.))
ARTICLE XII
[MISCELLANEOUS]
(( MISCELLANEOUS))
[TRUST NOT A PARTNERSHIP, ETC.]
(( TRUST NOT A PARTNERSHIP, ETC.))
SECTION [1. ](( 1. )) It is hereby expressly declared
that a trust is created hereby and not a partnership, joint stock
association, corporation, bailment, or any form of a legal
relationship other than a trust. No Trustee hereunder shall have any
power to personally bind 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 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 Declaration of Trust 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.
[TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY]
(( TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY))
SECTION [2. ](( 2. )) The exercise by the Trustees 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 Section
1 of this Article XII and to Article XI, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The Trustees
may take advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust, and subject to the
provisions of Section 1 of this Article XII and to 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 shall not be
required to give any bond as such, nor any surety if a bond is
obtained.
[ESTABLISHMENT OF RECORD DATES]
(( ESTABLISHMENT OF RECORD DATES))
SECTION [3. ](( 3. )) The Trustees may close the stock
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, ](( dividends, )) 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 [dividends,
](( dividends, )) 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 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
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 or aforesaid.
[DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS,
ETC.]
(( DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS,
ETC.))
SECTION 4.1. DURATION. The Trust shall continue without limitation of
time, but subject to the provisions of this Article XII.
SECTION 4.2. TERMINATION OF THE TRUST, A SERIES OR A [CLASS.
](( CLASS. ))
(( )) (a) Subject to applicable Federal and state law, the
Trust or any Series or Class thereof may be [terminated
](( terminated:))
(( )) (i) by Majority Shareholder Vote of the Trust, each
Series affected, or each Class affected, as the case may be; or
(( or
(( )) (ii) without the vote or consent of Shareholders by
a majority of the Trustees either at a meeting or by written
[consent. ](( consent. ))
(( )) The Trustees shall provide written notice to the
affected Shareholders of a termination effected under clause (ii)
above. Upon the termination of the Trust or the Series or Class,
[ (i) ](( (i) )) the Trust or the Series or Class shall
carry on no business except for the purpose of winding up its affairs;
[ (ii) ](( (ii) )) the Trustees shall proceed to wind up
the affairs of the Trust or the Series or Class, and all of the powers
of the Trustees under this Declaration of Trust shall continue until
the affairs of the Trust shall have been wound up, including the power
to fulfill or discharge the contracts of the Trust or the Series or
Class thereof; collect its assets; sell, convey, assign, exchange,
transfer, or otherwise dispose of all or any part of the remaining
Trust property or Trust property allocated or belonging to such Series
or Class to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash,
securities, or other property of any kind; discharge or pay its
liabilities; and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment, exchange,
transfer, or other disposition of all or substantially all the Trust
property or Trust property allocated or belonging to such Series or
Class (other than as provided in (iii) below) shall require
Shareholder approval in accordance with Section 4.3
below. (( below; and))
(( (iii) [After ](( after )) paying or
adequately providing for the payment of all liabilities, and upon
receipt of such releases, indemnities, and refunding agreements as
they deem necessary for their protection, the Trustees may distribute
the remaining Trust property or the remaining property of the
terminated Series or Class, in cash or in kind or partly each, among
the Shareholders of the Trust or the Series or Class according to
their respective [rights.] (( rights; and))
[(b) After ](( (b) after )) termination of the Trust or the
Series or Class and distribution to the Shareholders as herein
provided, a majority of the Trustees shall execute and lodge among the
records of the Trust and file with the Secretary of The Commonwealth
of Massachusetts, [as appropriate, ](( if required, )) an
instrument in writing setting forth the fact of such termination, and
the Trustees shall thereupon be discharged from all further
liabilities and duties with respect to the Trust or the terminated
Series or Class, and the rights and interests of all Shareholders of
the Trust or the terminated Series or Class shall thereupon cease.
SECTION 4.3. MERGER, CONSOLIDATION, AND SALE OF ASSETS. Subject to
applicable Federal and state law and except as otherwise provided in
Section 4.4 below, the Trust or any Series (( or Class )) thereof
may merge or consolidate with any other corporation, association,
trust, or other organization or may sell, lease, or exchange all or
[substantially all ](( a portion )) of the Trust property
or Trust property allocated or belonging to such [Series,
](( Series or Class, )) including its good will, upon such
terms and conditions and for such consideration when and as authorized
at any meeting of Shareholders called for such purpose by a Majority
Shareholder Vote of the Trust or affected [Series, ](( Series
or Class, )) as the case may be. [Any such merger,
consolidation, sale, lease, ](( Such transactions may be
effected through share-for-share exchanges, transfers )) or
(( sale of assets, shareholder in-kind redemptions and purchases,
)) exchange [shall be deemed for all purposes to have been
accomplished under and pursuant to Massachusetts law.] (( offers,
or any other method approved by the Trustees. ))
[ SECTION 4.4. INCORPORATION; REORGANIZATION. ](( SECTION
4.4. INCORPORATION; REORGANIZATION. )) Subject to applicable
Federal and state law, the Trustees may without the vote or consent of
Shareholders cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any
other trust, partnership, limited liability company, association, or
other organization to take over all (( or a portion )) of the
Trust property or (( all or a portion of )) the Trust property
allocated or belonging to such Series (( or Class )) or to carry
on any business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer the Trust property or
the Trust property allocated or belonging to such Series (( or Class
)) to any such corporation, trust, limited liability company,
partnership, association, or organization in exchange for the shares
or securities thereof or otherwise, and to lend money to, subscribe
for the shares or securities of, and enter into any contracts with any
such corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto (( or any Series or Class thereof )) and any
such corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to
organize or assist in organizing one or more corporations, trusts,
partnerships, limited liability companies, associations, or other
organizations and selling, conveying, or transferring the Trust
property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written
notice to the affected Shareholders of any transaction whereby,
pursuant to this Section 4.4, the Trust or any Series (( or Class
)) thereof sells, conveys, or transfers substantially all
(( or a portion )) of its assets to another entity or merges or
consolidates with another entity. (( entity. Such transactions
may be effected through share-for-share exchanges, transfers or sale
of assets, shareholder in-kind redemptions and purchases, exchange
offers, or any other method approved by the Trustees.))
FILING OF COPIES, REFERENCES, AND HEADINGS
SECTION [5. ](( 5. )) The original or a copy of this
instrument and of each Declaration of Trust supplemental hereto shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental
Declaration of Trust shall be filed by the Trustees with the Secretary
of The Commonwealth of Massachusetts and the Boston City Clerk, as
well as any other governmental office where such filing may from time
to time be required. 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 supplemental Declarations of Trust 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 instrument or of
any such supplemental Declaration of Trust. In this instrument or in
any such supplemental Declaration of Trust, references to this
instrument and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or
affected by any such supplemental Declaration of Trust. Headings are
placed herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
APPLICABLE LAW
SECTION [6. ](( 6. )) The Trust set forth in this
instrument is made in The Commonwealth of Massachusetts, and it is
created under and is to be governed by and construed and administered
according to the laws of said Commonwealth. The Trust shall be of the
type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust, 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 7. Except as specifically provided herein, the Trustees may,
without shareholder vote, amend or otherwise supplement this
Declaration of Trust by making an amendment, a Declaration of Trust
supplemental hereto or an amended and restated Declaration of Trust.
Shareholders shall have the right to vote (a) on any amendment that
would affect their right to vote granted in Section 1 of Article VIII;
[ (b) ](( (b) )) on any amendment that would alter the
maximum number of Trustees permitted under Section 6 of Article IV;
(c) on any amendment to this Section 7; (d) on any amendment as may be
required by law or by the Trust's registration statement filed with
the Commission; and (e) on any amendment submitted to them by the
Trustees. Any amendment required or permitted to be submitted to
Shareholders that, as the Trustees determine, shall affect the
Shareholders of one or more Series or Classes shall be authorized by
vote of the Shareholders of each Series or Class affected and no vote
of shareholders of a Series or Class not affected shall be required.
Notwithstanding anything else herein, any amendment to Article XI
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]
(( FISCAL YEAR))
SECTION [8. ](( 8. )) The fiscal year of the Trust shall
end on a specified date as set forth in the Bylaws, if any, provided,
however, that the Trustees may, without Shareholder approval, change
the fiscal year of the Trust.
[USE OF THE WORD "FIDELITY"]
(( USE OF THE WORD "FIDELITY"))
(( SECTION 9. Fidelity Management & Research Company ("FMR") has
consented to the use by any Series of the Trust of the identifying
word "Fidelity" in the name of any Series of the Trust at some future
date. Such consent is conditioned upon the employment of FMR or a
subsidiary or affiliate thereof as investment adviser of ))
[ SECTION 9. Fidelity Management & Research Company ("FMR") has
consented to the use by any Series of the Trust of the identifying
word "Fidelity" in the name of any Series of the Trust at some future
date. Such consent is conditioned upon the employment of FMR or a
subsidiary or affiliate thereof as investment adviser of ]each
Series of the Trust. As between the Trust and itself, FMR controls the
use of the name of the Trust insofar as such name contains the
identifying word "Fidelity." FMR may from time to time use the
identifying word "Fidelity" in other connections and for other
purposes, including, without limitation, in the names of other
investment companies, corporations, or businesses that 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" 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 OR REGULATIONS.]
(( Provisions in Conflict with Law or Regulations))
SECTION 10. (a) The provisions of this Declaration of Trust 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
Declaration of Trust; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration of
Trust or render invalid or improper any action taken or omitted prior
to such determination.
(b) If any provision of this Declaration ((of )) Trust
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 Declaration
of Trust in any jurisdiction.
IN WITNESS WHEREOF, the undersigned, being all of the (( [IF THIS
IS A NEW TRUST: initial] )) Trustees of the Trust, have executed
this instrument as of the date set forth [above.] (( above.
))
(( [SIGNATURE LINES OMITTED]))
EXHIBIT 9
[TO BE UPDATED]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INVESTMENT OBJECTIVE AND FUND FISCAL YEAR END (A) AVERAGE NET ASSETS RATIO OF NET ADVISORY FEES
(MILLIONS)(B) TO AVERAGE NET ASSETS PAID
TO FMR (C)
MUNICIPAL INCOME (D)
Spartan Arizona Municipal 8/31/98 $ 21.5 0.55%
Income
Spartan Maryland Municipal 8/31/98 40.5 0.55
Income
Spartan Short-Intermediate 8/31/98 691.8 0.55
Municipal Income
Advisor Intermediate
Municipal Income (x)
Class A 10/31/98 0.8 0.38
Class T 10/31/98 53.1 0.38
Class B 10/31/98 8.4 0.38
Class C 10/31/98 0.5 0.38
Institutional Class 10/31/98 6.1 0.38
Advisor Municipal Income (x)
Class A 10/31/98 5.1 0.39
Class T 10/31/98 383.4 0.39
Class B 10/31/98 47.1 0.39
Class C 10/31/98 3.0 0.39
Institutional Class 10/31/98 2.7 0.39
Spartan Connecticut Municipal 11/30/98 356.2 0.55
Income
Spartan Florida Municipal 11/30/98 431.3 0.55
Income
Spartan Municipal Income 11/30/98 2,937.2 0.38
Spartan New Jersey Municipal 11/30/98 373.9 0.55
Income
Spartan Intermediate 12/31/98 1,128.0 0.35
Municipal Income
Spartan Michigan Municipal 12/31/98 465.2 0.38(z)
Income
Spartan Minnesota Municipal 12/31/98 303.0 0.35(z)
Income
Spartan Ohio Municipal Income 12/31/98 390.7 0.38(z)
Spartan Pennsylvania 12/31/98 265.8 0.55
Municipal Income
Spartan Massachusetts 1/31/99 1,299.6 0.38
Municipal Income
Spartan New York Municipal 1/31/99 1,144.6 0.38(z)
Income
Spartan California Municipal 2/28/99 1,280.7 0.38
Income
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart or
as of July 31, 1999, if fiscal year end figures are not available.
(b) Average net assets are computed on the basis of average net assets
of each fund or class at the close of business on each business day
throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations. Funds so
affected are indicated by an (z). For multiple class funds, the ratio
of net advisory fees to average net assets is presented gross of
reductions for certain classes, for presentation purposes. Funds so
affected are indicated by (x).
(d) FMR has entered into sub-advisory agreements with Fidelity
Investments Money Management, Inc. (FIMM) with respect to the fund.
EXHIBIT 10
[TO BE UPDATED]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INVESTMENT OBJECTIVE AND FUND FISCAL YEAR END (A) AVERAGE NET ASSETS RATIO OF NET ADVISORY FEES
(MILLIONS)(B) TO AVERAGE NET ASSETS PAID
TO FMR (C)
GROWTH
Select Portfolios:
Air Transportation(g) 2/28/99 $ 98.2 0.58%
Automotive(g) 2/28/99 60.6 0.59
Biotechnology(g) 2/28/99 574.0 0.59
Brokerage and Investment 2/28/99 728.9 0.59
Management(g)
Business Services and 2/28/99 55.4 0.59
Outsourcing(g)
Chemicals(g) 2/28/99 47.2 0.59
Computers(g) 2/28/99 1,008.6 0.60
Construction and Housing(g) 2/28/99 83.1 0.59
Consumer Industries(g) 2/28/99 77.9 0.59
Cyclical Industries(g) 2/28/99 3.9 0.59
Defense and Aerospace(g) 2/28/99 53.5 0.58
Developing Communications(g) 2/28/99 310.5 0.60
Electronics(g) 2/28/99 2,259.4 0.59
Energy(g) 2/28/99 140.5 0.59
Energy Service(g) 2/28/99 653.1 0.59
Environmental Services(g) 2/28/99 20.8 0.59
Financial Services(g) 2/28/99 624.8 0.59
Food and Agriculture(g) 2/28/99 227.4 0.59
Gold(g) 2/28/99 206.8 0.59
Health Care(g) 2/28/99 2,518.2 0.59
Home Finance(g) 2/28/99 1,350.2 0.58
Industrial Equipment(g) 2/28/99 42.5 0.59
Industrial Materials(g) 2/28/99 16.1 0.59
Insurance(g) 2/28/99 110.1 0.59
Leisure(g) 2/28/99 292.2 0.59
Medical Delivery(g) 2/28/99 155.5 0.59
Medical Equipment and 2/28/99 16.1 0.60(d)
Systems(e)(g)
Multimedia(g) 2/28/99 130.4 0.59
Natural Gas(g) 2/28/99 51.5 0.59
Natural Resources(g) 2/28/99 6.5 0.59
Paper and Forest Products (g) 2/28/99 15.0 0.59
Precious Metals and Minerals 2/28/99 150.1 0.59
(g)
Regional Banks(g) 2/28/99 1,247.4 0.59
Retailing(g) 2/28/99 282.2 0.59
Software and Computer 2/28/99 572.6 0.59
Services(g)
Technology(g) 2/28/99 758.6 0.60
Telecommunications(g) 2/28/99 783.1 0.59
Transportation(g) 2/28/99 24.4 0.58
Utilities Growth(g) 2/28/99 408.1 0.59
Magellan(g) 3/31/99 75,792.2 0.43
Large Cap Stock(g) 4/30/99 286.2 0.54
Mid Cap Stock(g) 4/30/99 1,687.0 0.50
Small Cap Stock(g) 4/30/99 557.9 0.73
Contrafund II(g) 6/30/99 566.7 0.59
Fidelity Fifty(g) 6/30/99 180.5 0.46
Advisor Focus Funds:
Consumer Industries:(g)
Class A 7/31/99 $ 2.7 0.58%
Class T 7/31/99 17.5 0.58
Class B 7/31/99 7.5 0.58
Class C 7/31/99 1.9 0.58
Institutional Class 7/31/99 5.0 0.58
Cyclical Industries:(g)
Class A 7/31/99 0.6 0.58
Class T 7/31/99 2.8 0.58
Class B 7/31/99 1.1 0.58
Class C 7/31/99 0.5 0.58
Institutional Class 7/31/99 1.9 0.58
Financial Services:(g)
Class A 7/31/99 23.2 0.58
Class T 7/31/99 111.8 0.58
Class B 7/31/99 76.1 0.58
Class C 7/31/99 25.5 0.58
Institutional Class 7/31/99 8.0 0.58
Health Care:(g)
Class A 7/31/99 40.3 0.58
Class T 7/31/99 186.3 0.58
Class B 7/31/99 130.3 0.58
Class C 7/31/99 57.0 0.58
Institutional Class 7/31/99 20.0 0.58
Natural Resources:(g)
Class A 7/31/99 6.3 0.58
Class T 7/31/99 274.3 0.58
Class B 7/31/99 40.3 0.58
Class C 7/31/99 4.9 0.58
Institutional Class 7/31/99 4.0 0.58
Technology:(g)
Class A 7/31/99 42.1 0.58
Class T 7/31/99 192.9 0.58
Class B 7/31/99 118.4 0.58
Class C 7/31/99 34.3 0.58
Institutional Class 7/31/99 16.7 0.58
Utilities Growth:(g)
Class A 7/31/99 6.7 0.58
Class T 7/31/99 32.9 0.58
Class B 7/31/99 29.3 0.58
Class C 7/31/99 9.2 0.58
Institutional Class 7/31/99 4.4 0.58
Blue Chip Growth(g) 7/31/99 20,095.3 0.47
Dividend Growth(g) 7/31/99 10,816.0 0.64
Low-Priced Stock(g) 7/31/99 8,273.4 0.82
OTC Portfolio(g) 7/31/99 5,575.5 0.50
Export and Multinational 8/31/99 404.7 0.58
Fund(g)
Destiny I:(g)
Class O 9/30/99 $ 7,214.4 0.29%
Class N(e) 9/30/99 0.2 0.29(d)
Destiny II:(g)
Class O 9/30/99 5,093.0 0.45
Class N(e) 9/30/99 0.5 0.45(d)
Advisor Diversified
International:(e)(f)(x)
Class A 10/31/99 1.9 0.72(d)
Class T 10/31/99 11.8 0.72(d)
Class B 10/31/99 4.0 0.72(d)
Class C 10/31/99 3.4 0.72(d)
Institutional Class 10/31/99 1.6 0.72(d)
Advisor Europe Capital
Appreciation:(e)(f)(x)
Class A 10/31/99 1.5 0.72(d)
Class T 10/31/99 8.4 0.72(d)
Class B 10/31/99 2.5 0.72(d)
Class C 10/31/99 2.6 0.72(d)
Institutional Class 10/31/99 0.7 0.72(d)
Advisor Emerging Asia:(e)(f)
Class A 10/31/99 82.3 1.07
Class T 10/31/99 0.7 1.07(d)
Class B 10/31/99 0.4 1.07(d)
Class C 10/31/99 0.3 1.07(d)
Institutional Class 10/31/99 0.1 1.07(d)
Advisor Global Equity:(e)(f)(x)
Class A 10/31/99 1.4 0.73(d)
Class T 10/31/99 2.2 0.73(d)
Class B 10/31/99 1.5 0.73(d)
Class C 10/31/99 1.7 0.73(d)
Institutional Class 10/31/99 1.1 0.73(d)
Advisor International Capital
Appreciation:(e)(f)(x)
Class A 10/31/99 1.6 0.73
Class T 10/31/99 21.1 0.73
Class B 10/31/99 6.0 0.73
Class C 10/31/99 3.7 0.73
Institutional Class 10/31/99 5.9 0.73
Advisor Japan:(e)(f)(x)
Class A 10/31/99 2.3 0.72(d)
Class T 10/31/99 8.4 0.72(d)
Class B 10/31/99 5.7 0.72(d)
Class C 10/31/99 6.4 0.72(d)
Institutional Class 10/31/99 1.3 0.72(d)
Advisor Latin America:(e)(f)(x)
Class A 10/31/99 0.6 0.73(d)
Class T 10/31/99 0.8 0.73(d)
Class B 10/31/99 0.7 0.73(d)
Class C 10/31/99 0.6 0.73(d)
Institutional Class 10/31/99 0.4 0.73(d)
Advisor Overseas:(f)
Class A 10/31/99 $ 16.5 0.90%
Class T 10/31/99 1,212.8 0.90
Class B 10/31/99 70.9 0.90
Class C 10/31/99 22.3 0.90
Institutional Class 10/31/99 81.3 0.90
Aggressive International(f) 10/31/99 441.9 0.83
Canada(f) 10/31/99 45.3 0.32
Capital Appreciation(g) 10/31/99 2,734.2 0.43
Disciplined Equity(g) 10/31/99 3,168.8 0.42
Diversified International (f) 10/31/99 2,607.3 0.83
Emerging Markets(f) 10/31/99 343.0 0.73
Europe(f) 10/31/99 1,467.1 0.60
Europe Capital Appreciation(f) 10/31/99 568.9 0.66
France(f) 10/31/99 12.8 0.00 (z)
Germany(f) 10/31/99 24.6 0.74
Hong Kong and China(f) 10/31/99 148.8 0.73
Japan(f) 10/31/99 450.4 0.86
Japan Small Companies(f) 10/31/99 668.5 0.72
Latin America(f) 10/31/99 329.7 0.73
Nordic(f) 10/31/99 104.8 0.73
Overseas(f) 10/31/99 3,964.2 0.92
Pacific Basin(f) 10/31/99 352.2 0.92
Small Cap Selector(g) 10/31/99 582.3 0.42
Southeast Asia(f) 10/31/99 300.1 0.89
Stock Selector(g) 10/31/99 1,676.3 0.38
TechnoQuant Growth(g) 10/31/99 50.6 0.33
United Kingdom(f) 10/31/99 6.7 0.00(z)
Value(g) 10/31/99 5,311.3 0.32
Worldwide(f) 10/31/99 962.4 0.73
Advisor Dividend Growth:(g)(h)
Class A 11/30/99 23.1 0.58
Class T 11/30/99 172.6 0.58
Class B 11/30/99 145.7 0.58
Class C 11/30/99 79.3 0.58
Institutional Class 11/30/99 24.1 0.58
Advisor Equity Growth:(g)(h)
Class A 11/30/99 236.8 0.58
Class T 11/30/99 6,598.6 0.58
Class B 11/30/99 789.5 0.58
Class C 11/30/99 221.9 0.58
Institutional Class 11/30/99 1,262.1 0.58
Advisor Growth
Opportunities:(g)(h)
Class A 11/30/99 526.9 0.43
Class T 11/30/99 25,620.7 0.43
Class B 11/30/99 1,976.6 0.43
Class C 11/30/99 537.7 0.43
Institutional Class 11/30/99 635.8 0.43
Advisor Large Cap:(g)(h)
Class A 11/30/99 $ 11.8 0.58%
Class T 11/30/99 172.1 0.58
Class B 11/30/99 72.7 0.58
Class C 11/30/99 15.8 0.58
Institutional Class 11/30/99 12.1 0.58
Advisor Mid Cap:(g)(h)
Class A 11/30/99 17.0 0.58
Class T 11/30/99 424.8 0.58
Class B 11/30/99 93.4 0.58
Class C 11/30/99 22.2 0.58
Institutional Class 11/30/99 42.9 0.58
Advisor Retirement
Growth:(g)(h)(x)
Class A 11/30/99 1.8 0.58
Class T 11/30/99 10.8 0.58
Class B 11/30/99 6.0 0.58
Class C 11/30/99 3.5 0.58
Institutional Class 11/30/99 0.5 0.58
Advisor Small Cap:(g)(h)
Class A 11/30/99 33.4 0.73
Class T 11/30/99 231.8 0.73
Class B 11/30/99 95.2 0.73
Class C 11/30/99 77.2 0.73
Institutional Class 11/30/99 43.0 0.73
Advisor TechnoQuant Growth:
(g)(h)
Class A 11/30/99 3.2 0.58
Class T 11/30/99 15.1 0.58
Class B 11/30/99 12.0 0.58
Class C 11/30/99 0.9 0.58
Institutional Class 11/30/99 1.1 0.58
Advisor Value Strategies:(g)(h)
Class A 11/30/99 5.0 0.35
Class T 11/30/99 420.3 0.35
Class B 11/30/99 94.0 0.35
Initial Class 11/30/99 18.7 0.35
Institutional Class 11/30/99 5.1 0.35
Aggressive Growth(g)(h) 11/30/99 5,619.2 0.72
Growth Company(g)(h) 11/30/99 13,628.6 0.51
New Millennium(g)(h) 11/30/99 2,232.6 0.74
Retirement Growth(g)(h) 11/30/99 5,370.5 0.43
Contrafund(g)(h) 12/31/99 41,975.2 0.45
Trend(g)(h) 12/31/99 1,274.3 0.37
Variable Insurance Products:
Growth(h)
Initial Class 12/31/99 13,569.8 0.58
Service Class 12/31/99 408.0 0.58
Overseas(f)(h)
Initial Class 12/31/99 2,157.5 0.73
Service Class 12/31/99 66.8 0.73
Variable Insurance Products II:
Contrafund(g)(h)
Initial Class 12/31/99 $ 7,517.9 0.58%
Service Class 12/31/99 356.3 0.58
Variable Insurance Products
III:
Growth Opportunities(g)(h)
Initial Class 12/31/99 1,604.2 0.58
Service Class 12/31/99 244.4 0.58
Mid Cap(g)(h)
Initial Class 12/31/99 0.7 0.57
Service Class 12/31/99 3.9 0.57
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart or
as of December 31, 1999, if fiscal year end figures are not yet
available.
(b) Average net assets are computed on the basis of average net assets
of each fund or class at the close of business on each business day
throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations. Funds so
affected are indicated by a (z). For multiple class funds, the ratio
of net advisory fees to average net assets is presented gross of
reductions for certain classes, for presentation purposes. Funds so
affected are indicated by an (x).
(d) Annualized
(e) Less than a complete fiscal year
(f) Fidelity Management & Research Company (FMR) has entered into
sub-advisory agreements with the following affiliates: Fidelity
Management & Research (U.K.) Inc. (FMR U.K.), Fidelity Management &
Research (Far East) Inc. (FMR Far East), Fidelity Investments Japan
Ltd. (FIJ), Fidelity International Investment Advisors (FIIA), and
Fidelity International Investment Advisors (U.K.) Limited (FIIA (U.K.)
L), with respect to the fund.
(g) FMR has entered into sub-advisory agreements with FMR U.K., FMR
Far East and FIJ with respect to the fund.
(h) Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-advisor for the fund. FMR will be primarily responsible for
choosing investments for the fund. FMRC is a wholly owned subsidiary
of FMR.
Vote this proxy card TODAY! Your prompt response will
save Fidelity Export and Multinational Fund the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
----------------------------------------------------------------------
FIDELITY UNION STREET TRUST: FIDELITY EXPORT AND MULTINATIONAL FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Union Street Trust: Fidelity Export and
Multinational Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at an office of
the trust at 27 State Street, 10th Floor, Boston, MA 02109, on
September 13, 2000 at 9 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the
Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date ______________
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448877/fund# 332
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Ralph F. Cox, Phyllis Burke [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
Davis, Robert M. Gates, (except as marked to the vote for all nominees.
Edward C. Johnson 3d, Donald contrary below).
J. Kirk, Ned C. Lautenbach,
Peter S. Lynch, William O.
McCoy, Gerald C. McDonough,
Marvin L. Mann, Robert C.
Pozen, and Thomas R.
Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an Amended and
Restated Declaration of
Trust.
4. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
management contract for
Fidelity Export and
Multinational Fund.
6. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
sub-advisory agreement with
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.) for Fidelity Export
and Multinational Fund.
7. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
sub-advisory agreement with
Fidelity Management &
Research (Far East) Inc.
(FMR Far East) for Fidelity
Export and Multinational Fund.
8. To approve a Distribution and FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
Service Plan pursuant to
Rule 12b-1 for Fidelity
Export and Multinational Fund.
12. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.
13. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
fundamental investment
limitation concerning
underwriting.
</TABLE>
EXF-PXC-0700 cusip # 316448877/fund# 332
Vote this proxy card TODAY! Your prompt response will
save Spartan Arizona Municipal Income Fund the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
----------------------------------------------------------------------
FIDELITY UNION STREET TRUST: SPARTAN ARIZONA MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Union Street Trust: Spartan Arizona Municipal
Income Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at an office of the
trust at 27 State Street, 10th Floor, Boston, MA 02109, on September
13, 2000 at 9 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date ______________
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448885/fund# 434
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Ralph F. Cox, Phyllis Burke [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
Davis, Robert M. Gates, (except as marked to the vote for all nominees.
Edward C. Johnson 3d, Donald contrary below).
J. Kirk, Ned C. Lautenbach,
Peter S. Lynch, William O.
McCoy, Gerald C. McDonough,
Marvin L. Mann, Robert C.
Pozen, and Thomas R.
Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an Amended and
Restated Declaration of
Trust.
12. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.
13. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
fundamental investment
limitation concerning
underwriting.
</TABLE>
AZI-PXC-0700 cusip # 316448885/fund# 434
Vote this proxy card TODAY! Your prompt response will
save Spartan Maryland Municipal Income Fund the expense of additional
mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
----------------------------------------------------------------------
FIDELITY UNION STREET TRUST: SPARTAN MARYLAND MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Union Street Trust: Spartan Maryland Municipal
Income Fund which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at an office of the
trust at 27 State Street, 10th Floor, Boston, MA 02109, on September
13, 2000 at 9 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date ______________
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448604/fund# 429
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Ralph F. Cox, Phyllis Burke [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
Davis, Robert M. Gates, (except as marked to the vote for all nominees.
Edward C. Johnson 3d, Donald contrary below).
J. Kirk, Ned C. Lautenbach,
Peter S. Lynch, William O.
McCoy, Gerald C. McDonough,
Marvin L. Mann, Robert C.
Pozen, and Thomas R.
Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an Amended and
Restated Declaration of
Trust.
12. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.
13. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
fundamental investment
limitation concerning
underwriting.
</TABLE>
SMD-PXC-0700 cusip # 316448604/fund# 429
Vote this proxy card TODAY! Your prompt response will
save Spartan Short-Intermediate Municipal Income Fund the expense of
additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
----------------------------------------------------------------------
FIDELITY UNION STREET TRUST: SPARTAN SHORT-INTERMEDIATE MUNICIPAL
INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter and William O. McCoy, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Union Street Trust: Spartan Short-Intermediate
Municipal Income Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at an office of
the trust at 27 State Street, 10th Floor, Boston, MA 02109, on
September 13, 2000 at 9 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the
Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date ______________
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316203207/fund# 404
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Ralph F. Cox, Phyllis Burke [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
Davis, Robert M. Gates, (except as marked to the vote for all nominees.
Edward C. Johnson 3d, Donald contrary below).
J. Kirk, Ned C. Lautenbach,
Peter S. Lynch, William O.
McCoy, Gerald C. McDonough,
Marvin L. Mann, Robert C.
Pozen, and Thomas R.
Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an Amended and
Restated Declaration of
Trust.
5. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
management contract,
including a management fee
structure change, for
Spartan Short-Intermediate
Municipal Income Fund.
9. To approve an Agreement and FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
Plan providing for the
reorganization of Spartan
Short-Intermediate Municipal
Income Fund from a separate
series of one Massachusetts
business trust to another.
10. To eliminate a fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
investment policy of Spartan
Short-Intermediate Municipal
Income Fund.
11. To eliminate Spartan FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
Short-Intermediate Municipal
Income Fund's fundamental
80% investment policy and
adopt a comparable
non-fundamental policy.
12. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.
13. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
fundamental investment
limitation concerning
underwriting.
</TABLE>
STM-PXC-0700 cusip # 316203207/fund# 404
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
----------------------------------------------------------------------
FIDELITY UNION STREET TRUST: FIDELITY EXPORT AND MULTINATIONAL FUND,
SPARTAN ARIZONA MUNICIPAL INCOME FUND, SPARTAN MARYLAND MUNICIPAL
INCOME FUND, SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, William O. McCoy, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Union Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at an office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on September 13, 2000 at 9 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date ______________
________________________________________________
________________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
fund# 332, 434, 429, 404, HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Ralph F. Cox, Phyllis Burke [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
Davis, Robert M. Gates, (except as marked to the vote for all nominees.
Edward C. Johnson 3d, Donald contrary below).
J. Kirk, Ned C. Lautenbach,
Peter S. Lynch, William O.
McCoy, Gerald C. McDonough,
Marvin L. Mann, Robert C.
Pozen, and Thomas R.
Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an Amended and
Restated Declaration of
Trust.
4. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
management contract for
Fidelity Export and
Multinational Fund.
5. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
management contract,
including a management fee
structure change, for
Spartan Short-Intermediate
Municipal Income Fund.
6. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
sub-advisory agreement with
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.) for Fidelity Export
and Multinational Fund.
7. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
sub-advisory agreement with
Fidelity Management &
Research (Far East) Inc.
(FMR Far East) for Fidelity
Export and Multinational Fund.
8. To approve a Distribution and FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
Service Plan pursuant to
Rule 12b-1 for Fidelity
Export and Multinational Fund.
9. To approve an Agreement and FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
Plan providing for the
reorganization of Spartan
Short-Intermediate Municipal
Income Fund from a separate
series of one Massachusetts
business trust to another.
10. To eliminate a fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
investment policy of Spartan
Short-Intermediate Municipal
Income Fund.
11. To eliminate Spartan FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
Short-Intermediate Municipal
Income Fund's fundamental
80% investment policy and
adopt a comparable
non-fundamental policy.
12. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.
13. To amend each fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
fundamental investment
limitation concerning
underwriting.
</TABLE>
EXF-PXC-0700 cusip #316448877/fund #332HH
AZI-PXC-0700 cusip #316448885/fund #434HH
SMD-PXC-0700 cusip #316448604/fund#429 HH
STM-PXC-0700 cusip #316203207/fund #404HH
