FIDELITY UNION STREET TRUST
DEFS14A, 2000-07-14
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
                 Filed by the                        [X]
                 Registrant

                 Filed by a                          [ ]
                 Party other than the
                 Registrant

Check the appropriate box:

[  ]   Preliminary Proxy Statement

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

[ X ]  Definitive Proxy Statement

[  ]   Definitive Additional Materials

[  ]   Soliciting Material under
       Rule 14a-12

  (Name of Registrant as
  Specified In Its Charter)

                             (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(registered trademark) 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-   3198

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    Spartan Arizona Municipal Income Fund's, Spartan
     Maryland Municipal Income Fund's and Spartan Short-Intermediate
     Municipal Income Fund's     fundamental investment limitation
     concerning the concentration of    their     investments in a
     single industry.

    13. To amend Fidelity Export and Multinational Fund's fundamental
        investment limitation concerning the concentration of its
        investments in a single industry.

 14    . 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 $   5,791     (Fidelity Export and
Multinational Fund), $   5,791     (Spartan Arizona Municipal Income
Fund), $   5,791     (Spartan Maryland Municipal Income Fund), and
$   5,791     (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 $   5,147     (Fidelity Export and Multinational Fund),
$   5,147     (Spartan Arizona Municipal Income Fund), $   5,147
(Spartan Maryland Municipal Income Fund), and $   5,147     (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 Spartan
Short-Intermediate Municipal Income Fund's existing voluntary annual
expense cap listed on page 34 (e    xcept 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 Spartan Short-Intermediate
Municipal Income 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
   Fidelity Management & Research (U.K.) Inc.     (FMR U.K.) and
   Fidelity Management & Research (Far East) Inc.     (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    1-8-8 Shinkawa,
Chuo-ku, Tokyo 104-0033,     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          22,969,165
Multinational Fund

Spartan Arizona Municipal    2,924,898
Income Fund

Spartan Maryland Municipal   4,923,938
Income Fund

Spartan Short-Intermediate   76,563,998
Municipal Income Fund


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

   As of May 31, 2000, the nominees and officers of the trust owned,
in the aggregate, less than 1% of the funds' outstanding shares.

 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-   3198     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                          3
            nominees presented in
            proposal 1.

 2.         To ratify the selection of       All                          14
            PricewaterhouseCoopers LLP
            as independent accountants
            of the funds.

 3.         To authorize the Trustees to     All                          14
            adopt an Amended and
            Restated Declaration of Trust.

 4.         To approve an amended           Fidelity Export and           16
            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    19
            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           24
            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           25
            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           26
            Service Plan pursuant to        Multinational Fund
            Rule 12b-1 for the 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    26
            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    28
            investment investment policy    Municipal Income Fund
            of the fund.

 11.        To eliminate the fund's         Spartan Short-Intermediate    28
            fundamental 80% investment      Municipal Income Fund
            policy and adopt a
            comparable non-fundamental
            policy.

 12.        To amend the funds'             Spartan Arizona Municipal     29
            fundamental investment          Income Fund, Spartan
            limitation concerning the       Maryland Municipal Income
            concentration of their          Fund, and Spartan
            investments in a single         Short-Intermediate Municipal
            industry.                       Income Fund

 13.        To amend the fund's             Fidelity Export and           29
            fundamental investment          Multinational Fund
            limitation concerning the
            concentration of its
            investments in a single
            industry.

 14.        To amend each fund's            Fidelity Export and           29
            fundamental investment          Multinational Fund, Spartan
            limitation concerning           Arizona Municipal Income
            underwriting.                   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.    Gerald C. McDonough
and Thomas R. Williams are scheduled to retire at the end of 2000 and
it is proposed that J. Michael Cook and Marie L. Knowles serve as
Trustees effective January 1, 2001.     It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.

    Except for Mr. Cook and Ms. Knowles, all     nominees named below
are currently Trustees of Fidelity 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    14    ) and were appointed to the Board in
March 1997, January 2000, January 1997, and August 1997,
respectively.    Mr. Cook and Ms. Knowles are currently Members of the
Advisory Board of the trust. They were selected by the trust's
Nominating and Administration Committee and were appointed as Members
of the Advisory Board on March 16, 2000 and June 15, 2000,
respectively.     None of the nominees are related to one another.
Those nominees indicated by an asterisk (*) are "interested persons"
of the trust by virtue of, among other things, their affiliation with
either the trust, the funds' investment adviser (FMR, or the Adviser),
or the funds' distribution agent, FDC. The business address of each
nominee who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates, Ned C. Lautenbach, William O. McCoy,
Robert C. Pozen,    Mr. Cook and Ms. Knowles,     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. Lautenbach is
currently a Trustee of 52 registered investment companies advised by
FMR.    Mr. Cook and Ms. Knowles are not currently Trustees of any
registered investment companies advised by FMR.

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

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


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

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

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

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

*Edward C. Johnson 3d  (70)  President of Fidelity Export     1974
                             and Multinational Fund,
                             Spartan Arizona Municipal
                             Income Fund, Spartan
                             Maryland Municipal Income
                             Fund, and Spartan
                             Short-Intermediate Municipal
                             Income Fund. Mr. Johnson
                             also serves as President of
                             other Fidelity Funds. He is
                             Chief Executive Officer,
                             Chairman, and a Director of
                             FMR Corp.; a Director and
                             Chairman of the Board and of
                             the Executive Committee of
                             FMR; Chairman and a Director
                             of Fidelity Management &
                             Research (U.K.) Inc. and of
                             Fidelity Management &
                             Research (Far East) Inc.;
                             Chairman (1998) and a
                             Director (1997) of Fidelity
                             Investments Money
                             Management, Inc.; Chairman
                             and Representative Director
                             of Fidelity Investments
                             Japan Limited (1997); and a
                             Director of FDC and of FMR
                             Co., Inc. (2000).

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

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

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

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

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

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

*Robert C. Pozen  (54)       Senior Vice President of        1997
                             Fidelity Export and
                             Multinational Fund (1997),
                             Spartan Arizona Municipal
                             Income Fund (1997), Spartan
                             Maryland Municipal Income
                             Fund (1997), and Spartan
                             Short-Intermediate Municipal
                             Income Fund (1997). Mr.
                             Pozen also serves as Senior
                             Vice President of other
                             Fidelity funds (1997). He is
                             President and a Director of
                             FMR (1997), Fidelity
                             Management & Research (U.K.)
                             Inc. (1997), Fidelity
                             Management & Research (Far
                             East) Inc. (1997), Fidelity
                             Investments Money
                             Management, Inc. (1998), and
                             FMR Co., Inc. (2000); and a
                             Director of Strategic
                             Advisers, Inc. (1999).
                             Previously, Mr. Pozen served
                             as General Counsel, Managing
                             Director, and Senior Vice
                             President of FMR Corp.


</TABLE>

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

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

As of May 31, 2000 the nominees, Trustees and officers of the trust
and the funds     owned, in the aggregate, less than 1% of the funds'
outstanding shares.

 If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.

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

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

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

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

<TABLE>
<CAPTION>
<S>                          <C>                     <C>                   <C>           <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  $ 0                     $ 0                   $ 217,500     $ 211,500            $ 217,500
FUND COMPLEX*,A

</TABLE>


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

AGGREGATE COMPENSATION FROM A  E. Bradley Jones****  Donald J. Kirk  Marie L. Knowles******
FUND

Fidelity Export and            $ 127                 $ 129           $ 0
Multinational FundB

Spartan Arizona Municipal      $ 8                   $ 9             $ 0
Income FundB

Spartan Maryland Municipal     $ 15                  $ 15            $ 0
Income FundB

Spartan Short-Intermediate     $ 209                 $ 211           $ 0
Municipal Income FundB

TOTAL COMPENSATION FROM THE    $ 217,500             $ 217,500       $ 0
FUND COMPLEX*,A

</TABLE>


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

AGGREGATE COMPENSATION
FROM A                  Ned C. Lautenbach***  Peter S. Lynch**  William  O. McCoy  Gerald C. McDonough##  Marvin L. Mann
FUND

Fidelity Export and         $ 0                   $ 0               $ 128              $ 157                    $ 128
Multinational FundB

Spartan Arizona Municipal   $ 0                   $ 0               $ 9                $ 10                     $ 9
Income FundB

Spartan Maryland Municipal  $ 0                   $ 0               $ 15               $ 18                     $ 15
Income FundB

Spartan Short-Intermediate  $ 0                   $ 0               $ 211              $ 257                    $ 211
Municipal Income FundB

TOTAL COMPENSATION FROM
THE                         $ 54,000              $ 0               $ 214,500          $ 269,000                $ 217,500
FUND COMPLEX*,A

</TABLE>


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

AGGREGATE COMPENSATION FROM A  Robert C. Pozen**  Thomas R. Williams##
FUND

Fidelity Export and            $ 0                $ 126
Multinational FundB

Spartan Arizona Municipal      $ 0                $ 8
Income FundB

Spartan Maryland Municipal     $ 0                $ 15
Income FundB

Spartan Short-Intermediate     $ 0                $ 207
Municipal Income FundB

TOTAL COMPENSATION FROM THE    $ 0                $ 213,000
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    of the
trust. Mr. Lautenbach was appointed to the Board of Trustees effective
January 1, 2000.

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

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

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

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

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

B Compensation figures include cash.

 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 26 and 30.

 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 27 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 38.)

 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 . 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 38.) 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 38.)

<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>

   * Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1996 and August 1, 1999.

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
$   836     billion.

 COMPARISON OF MANAGEMENT FEES. For the month ended May 2000, average
assets under management by FMR were approximately $   836     billion.
The fund's management fee rate under the Amended Contract, for the
month ended May    2000    , would have been    0.5763    %, compared
to    0.5876    % 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.

Present Contract  Amended Contract

Management Fee*   Management Fee    Percentage Difference

$2,392,288        $2,366,942        (1.06%)

* 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.

Present Contract  Amended Contract

Management Fee*   Management Fee    Percentage Difference

$2,718,231        $2,670,441        (1.76%)


* 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 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 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 34
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 0.5   3    % of
the fund's average net assets    from October 1, 2000     until
   December 31    , 200   1    . See "Comparison of Management Fees
and Total Expenses" on page 34 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    monthly     average net assets.
   Effective July 1, 2000, FMR has voluntarily agreed to reimburse the
fund to the extent that total operating expenses (excluding interest,
taxes, brokerage commissions, and extraordinary expenses), as a
percentage of its average net assets, exceed 0.51%. This arrangement
will remain in effect until October 1 , 2000. Under the terms of the
Prese    nt 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 $   836     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
   0.53    % of its average net assets    from October 1, 2000
    through    December 31, 2001     (excluding interest, taxes,
brokerage commissions and extraordinary expenses). After D   ecember
31, 2001    , 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 ($   836     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    0.51    %.

 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.

Present Contract   Amended Contract

Management Fee*,+  Management Fee*   Percentage Difference*

$3,673,000         $2,544,000        (30.74%)

* 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.

   + Effective July 1, 2000, FMR has voluntarily agreed to reimburse
the fund to the extent that total operating expenses (excluding
interest, taxes, brokerage commissions, and extraordinary expenses),
as a percentage of its average net assets, exceed 0.51%. This
arrangement will remain in effect until October 1 , 2000.

 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.

Present Contract   Amended Contract

Management Fee*,+  Management Fee*   Percentage Difference*

$3,984,000         $2,733,000        (31.40%)

* 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.

   + Effective July 1, 2000, FMR has voluntarily agreed to reimburse
the fund to the extent that total operating expenses (excluding
interest, taxes, brokerage commissions, and extraordinary expenses),
as a percentage of its average net assets, exceed 0.51%. This
arrangement will remain in effect until October 1 , 2000.

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    February 29    , 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%              0.38%

Rule 12b-1 Fee            none               none

Other Expenses            0.00%              0.13%

Total Operating Expenses  0.55%              0.51%


* 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       $ 52    $ 164    $ 285    $ 640
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 . 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 for     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 .

 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 . 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 50.) 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 47.

 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 .

 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 . 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 51.) 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 49.

 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   -o    wned
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    t    rust and Municipal Trust are Massachusetts business
trusts. The    t    rust is presently seeking shareholder
authorization to adopt the form of New Declaration of Trust (New
Declaration of Trust) that is described in    p    roposal 3 in this
Proxy Statement. If    p    roposal 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    does not explicitly allow     for    mergers     or
   reorganizations     of classes of the Fund, or    for     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    49    . A copy of Municipal
   T    rust's Declaration of Trust marked to show differences from
the trust's New Declaration of    t    rust 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    p    roposal 3 between the    t    rust's Current
Declaration of Trust and    the     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    49    .

 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 the only Spartan federally tax-free bond fund offered by
FDC    for which     a fiscal year ending December 31    has not been
approved    . 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    t    rust, 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 50); 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    t    rust 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    t    rust 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
   $3,000     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    t    rust
to enter into and amend Management Contracts    .

 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"    above    ); and authorization of the
   t    rust, 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        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        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 A   MEND SPARTAN ARIZONA MUNICIPAL INCOME FUND'S, SPARTAN
    MARYLAND MUNICIPAL INCOME FUND'S, AND SPARTAN SHORT-INTERMEDIATE
    MUNICIPAL INCOME FUND'S FUNDAMENTAL INVESTMENT LIMITATION
    CONCERNING THE CONCENTRATION OF THEIR     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 their     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."

 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
(additional language is underlined; deleted language is
[bracketed])    :

 "The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S   . [g]    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 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 risk of    any     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 securities or instruments
   in which each fund invests because currently, if each fund were to
invest in certain open-end investment companies managed by FMR or an
affiliate, FMR would treat the issuers of the underlying securities
held by such open-end investment company as the issuer of such
investment company for purposes of each fund's fundamental
concentration limitation.

 CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental 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.

   13. TO AMEND FIDELITY EXPORT AND MULTINATIONAL FUND'S FUNDAMENTAL
       INVESTMENT LIMITATION CONCERNING THE CONCENTRATION OF ITS
       INVESTMENTS IN A SINGLE 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 Fidelity Export and
Multinational Fund vote to replace this fundamental limitation with
the following amended fundamental investment limitation governing
concentration (additional disclosure is ((underlined)); deleted
language is [bracketed]):

    "The fund may not purchase the securities of any issuer (other
than securities issued or guaranteed by the U.S. [g]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 the fund's fundamental concentration
limitation.

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

    The proposal also serves to conform the fund's fundamental
investment limitation concerning concentration to a limitation which
is expected to become standard for all 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 the fund is managed, the
investment performance of the fund, or the securities or instruments
in which the fund invests because currently, if the fund were to
invest in certain open-end investment companies managed by FMR or an
affiliate, FMR would treat the issuers of the underlying securities
held by such open-end investment company as the issuer of such
investment company for purposes of the fund's fundamental
concentration limitation.

        CONCLUSION.    The Board of Trustees has concluded that the
proposal will benefit the 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 the fund, the fund's current limitation will
remain unchanged.

1   4    . 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    (additional disclosure is ((underlined));
deleted language is [bracketed]):

 "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 9 on page     and Exhibit 10 beginning on page 78.

 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,        Maria F. Dwyer, Eric D. Roiter, Stanley N. Griffith,
Thomas Simpson, Robert A. Dwight, Dwight D. Churchill,    Boyce I.
Greer,     Christine J. Thompson, and George A. Fischer are currently
officers of the trust and officers or employees of FMR or FMR Corp.
With the exception of John H. Costello, 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 were entered into by o   fficers and/or
    Trustees of the    T    rust    or of FMR Corp.     involving more
than 1% of the voting common, non-voting common and equivalent stock,
or preferred stock of FMR Corp.    The Peter S. Lynch Revocable Trust
sold 60,566 shares of preferred stock of FMR Corp. to FMR Corp. for a
cash payment of approximately $9 million and a promisory note in the
amount of approximately $44 million.

ACTIVITIES AND MANAGEMENT OF FIMM

 FIMM is a wholl   y-    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 on page    .

 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 wholl   y-o    wned 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    .

 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    1-8-8 Shinkawa, Chuo-ku, Tokyo 104-0033, 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 $   202,236    . 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 $   100,692 and $100,089, respectively.

 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.

   P    RESENT 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    5    .

 Citiban   k, N.A. (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 $   740,450    .

 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, 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.

    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 0.51%. This
arrangement will remain in effect until October 1, 2000.

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   -o    wned 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:

                     FMR U.K.  FMR Far East

Fidelity Export and  $ 12,745  $ 8,872
Multinational Fund

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.    FMR may also place agency transactions with
REDIBook ECN LLC (REDIBook), an electronic communications network
(ECN) in which a wholly-owned subsidiary of FMR Corp. has an equity
ownership interest, if the commissions are fair, reasonable, and
comparable to commissions charges by non-affiliated, qualified
brokerage firms for similar services.

 For 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 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

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    TRUST
[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   ;    ((    a    nd))

 [(f) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of each Series shall be
divided from time t 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]
((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    [a bank or trust company]    ((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 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 ains 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        ))   a    pplicable
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((n 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   ,)) trust company    [
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.

((   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.]

    [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.]

 ((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   ))

   ((    (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
   [i    nitial   ]     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)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY UNION STREET TRUST:
FIDELITY EXPORT ((AND MULTINATIONAL ))FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

 [AGREEMENT]((AMENDMENT)) made 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          ,    200 .))

 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]((200   _    )) and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved
at least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.

  (b) This Contract may be modified by mutual consent[, such consent
on the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio](( subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).

  (c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 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   ]((    AMENDMENT))    MADE     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 4 of the
existing Management Contract dated October 1   8    , 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
    ))   .

 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.))

 [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]   ((
200_)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.

   (b) This Contract may be modified by mutual consent   [    , such
consent on the part of the Fund to be authorized by vote of a majority
of the outstanding voting securities of the Portfolio   ](( subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the
Commission    ))   .

   (c) In addition to the requirements of sub[-]   ((    -))paragraphs
(a) and (b) of this paragraph [5]   ((    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        )).

 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 therefor[e]; (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]((200 )) 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]((    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          ))    .

 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 therefor   [    e]; (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]   ((    200    ))     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   (( 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 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 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) To the Fund's knowledge, no consent, approval, authorization,
or order of any court or governmental authority is required for the
consummation by the fund of the transactions contemplates by this
Agreement, except such as shall have been obtained under the
Securities Act of 1933 (the 1933 Act), the Securities Exchange Act of
1934 (the 1934 Act), and the 1940 Act;

     (v) The Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of August 2000; and

     (w) 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    (1)     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   ,     (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
   14     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)    that was in effect
when this Agreement was approved by the Board of Trustees and
presented to shareholders for approval.     FMR will pay all fees and
expenses, including legal, accounting, printing, filing, and proxy
solicitation expenses, portfolio transfer taxes (if any), or other
similar expenses, incurred in connection with the transactions
contemplated by this Agreement (but not including costs incurred in
connection with the purchase or sale of portfolio securities).

6. CLOSING DATE

  (a) The transfer of the Fund's assets in exchange for the assumption
by the Series of the Fund's liabilities and the issuance of 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    2000    , 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

    Language in Union Street Trust's New Declaration of Trust that is
not Municipal Trust's Declaration of Trust is ((underlined;)) Language
in Municipal Trust's Declaration of Trust that is not in Union Street
Trust's New Declaration of Trust is [bracketed].

   ((FORM OF)) AMENDED AND RESTATED DECLARATION OF TRUST
[FIDELITY MUNICIPAL TRUST]

    AMENDED AND RESTATED] DECLARATION OF TRUST, made
((_____________)), 20((__)) 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;

    WHEREAS, this [T]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 2d, Robert L. Johnson, George K.
McKenzie, and William R. Spaulding in order to establish a trust for
the investment and reinvestment of funds contributed thereto; and]

    NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust hereunder shall be held and managed in trust
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 Municipal
Trust."

   DEFINITIONS

    SECTION 2. Wherever used herein, unless otherwise required by the
context or specifically provided:

    (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) "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;

    (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;

    (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. 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

    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 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, 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 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. 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 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

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.

   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.

   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 special meeting 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 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

    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 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

    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, 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) 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 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) 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 Principal Underwriter 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 investment adviser, manager,
custodian, 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 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.

     (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.

     (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.

     (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,
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 (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 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 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 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. Such contract may also provide
for the repurchase or sale of Shares by such other party as principal
or as agent of the Trust.

   TRANSFER AGENT

    SECTION 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

    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 (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

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.

    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. 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

    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, 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) 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, the Net Asset Value of any
Series or Class thereof in accordance with the provisions hereof; all
upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.

    The Trustees may also authorize the custodian to employ one or
more sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, 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. 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 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.

   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
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

    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
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

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

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

    (c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be 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 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

    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. 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

    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 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

    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
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, 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.

    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.

     (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

      (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, [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(( 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. [Any such merger,
consolidation, sale, lease, or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to Massachusetts
law.] ((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 [substantially ] 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
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. 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) 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, 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 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 Trustees of
the Trust, have executed this instrument as of the date set forth
above.

 [SIGNATURE LINES OMITTED]


EXHIBIT 9

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        8/31/99             $ 27.4               0.55%
Income

Spartan Maryland Municipal       8/31/99              47.4                0.55
Income

Spartan Short-Intermediate       8/31/99              668.1               0.55
Municipal Income

Advisor Intermediate
Municipal Income(x)

 Class A                         10/31/99             2.2                 0.38

 Class T                         10/31/99             56.3                0.38

 Class B                         10/31/99             10.4                0.38

 Class C                         10/31/99             1.8                 0.38

 Institutional Class             10/31/99             6.6                 0.38

Advisor Municipal Income

 Class A                         10/31/99             9.5                 0.38

 Class T                         10/31/99             360.0               0.38

 Class B                         10/31/99             61.4                0.38

 Class C                         10/31/99             11.1                0.38

 Institutional Class             10/31/99             3.8                 0.38

Spartan Connecticut Municipal    11/30/99             365.7               0.55
Income

Spartan Florida Municipal        11/30/99             437.8               0.55
Income

Spartan Municipal Income         11/30/99             4,553.7             0.38

Spartan New Jersey Municipal     11/30/99             396.5               0.55
Income

Spartan Intermediate             12/31/99             1,154.8             0.36
Municipal Income

Spartan Michigan Municipal       12/31/99             465.5               0.38
Income

Spartan Minnesota Municipal      12/31/99             308.4               0.38
Income

Spartan Ohio Municipal Income    12/31/99             384.9               0.38

Spartan Pennsylvania             12/31/99             262.2               0.38
Municipal Income

Spartan Massachusetts            1/31/00              1,360.2             0.38
Municipal Income

Spartan New York Municipal       1/31/00              1,139.3             0.38
Income

Spartan California Municipal     2/28/00              1,291.1             0.38
Income

</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart.
(b) Average net assets are computed on the basis of average net assets
of each fund or class at the close of business on each business day
throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from Fidelity Management & Research Company (FMR) pursuant to
voluntary or state expense limitations. For multiple class funds, the
ratio 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 a (x).
(d) FMR has entered into sub-advisory agreements with Fidelity
Investments Money Management, Inc. with respect to the fund.


EXHIBIT 10

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

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

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

GROWTH

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 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 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 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:(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

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

 Institutional Class              10/31/99             5.9                 0.73

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

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)

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

Select Portfolios:

 Air Transportation(g)(h)         2/29/00              55.8                0.58

 Automotive(g)(h)                 2/29/00              23.2                0.57

 Banking(g)(h)                    2/29/00              701.0               0.58

 Biotechnology(g)(h)              2/29/00              1,298.4             0.59

 Brokerage and Investment         2/29/00              476.6               0.58
Management(g)(h)

 Business Services and            2/29/00              64.4                0.58
Outsourcing(g)(h)

 Chemicals(g)(h)                  2/29/00              38.6                0.58

 Computers(g)(h)                  2/29/00              2,400.1             0.58

 Construction and Housing(g)(h)   2/29/00              16.4                0.58

 Consumer Industries(g)(h)        2/29/00              74.6                0.58

 Cyclical Industries(g)(h)        2/29/00              6.5                 0.15(z)

 Defense and Aerospace(g)(h)      2/29/00              35.0                0.58

 Developing                       2/29/00              1,411.6             0.58
Communications(g)(h)

 Electronics(g)(h)                2/29/00              4,649.2             0.58

 Energy(g)(h)                     2/29/00              207.4               0.58

 Energy Service(g)(h)             2/29/00              685.1               0.58

 Environmental Services(g)(h)     2/29/00              16.0                0.58

 Financial Services(g)(h)         2/29/00              513.7               0.58

 Food and Agriculture(g)(h)       2/29/00              151.1               0.58

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)

 Gold(g)(h)                       2/29/00             $ 190.2              0.58%

 Health Care(g)(h)                2/29/00              2,796.5             0.58

 Home Finance(g)(h)               2/29/00              503.1               0.58

 Industrial Equipment(g)(h)       2/29/00              35.3                0.58

 Industrial Materials(g)(h)       2/29/00              22.6                0.59

 Insurance(g)(h)                  2/29/00              63.5                0.58

 Leisure(g)(h)                    2/29/00              401.0               0.58

 Medical Delivery(g)(h)           2/29/00              63.3                0.58

 Medical Equipment and            2/29/00              39.4                0.58
Systems(g)(h)

 Multimedia(g)(h)                 2/29/00              211.4               0.58

 Natural Gas(g)(h)                2/29/00              58.5                0.58

 Natural Resources(g)(h)          2/29/00              17.0                0.58

 Paper and Forest Products        2/29/00              21.2                0.58
(g)(h)

 Retailing(g)(h)                  2/29/00              182.3               0.57

 Software and Computer            2/29/00              881.6               0.58
Services(g)(h)

 Technology(g)(h)                 2/29/00              2,949.5             0.59

 Telecommunications(g)(h)         2/29/00              1,171.1             0.58

 Transportation(g)(h)             2/29/00              20.9                0.58

 Utilities Growth(g)(h)           2/29/00              600.1               0.58

 Magellan(g)(h)                   3/31/00              97,656.1            0.57

Large Cap Stock(g)                4/30/00              907.3               0.62

Mid Cap Stock(g)                  4/30/00              2,334.8             0.61

Small Cap Stock(g)                4/30/00              639.6               0.86


</TABLE>

   (a) All fund data are as of the fiscal year end noted in the chart
or as of April 30, 2000, if fiscal year end figures are not yet
available.
   (b) Average net assets are computed on the basis of average net
assets of each fund or class at the close of business on each business
day throughout its fiscal period.
   (c) Reflects reductions for any expense reimbursement paid by or
due from 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.
 Fidelity, Spartan, and Magellan are registered trademarks of FMR
Corp.


   UST-PXS-0700                           CUSIP#316448877/FUND#332
1.739412.100                              CUSIP#316448885/FUND#434
                                          CUSIP#316448604/FUND#429
                                          CUSIP#316203207/FUND#404

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

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

</TABLE>

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 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 9:00 a.m. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

<TABLE>
<CAPTION>
<S>                                    <C>
                                        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 _____________________, 2000

                                        ____________________________________________
                                        (verticle line)               (verticle line)
                                        (verticle line)               (verticle line)
                                        __________________________________________

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


</TABLE>

                                        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:


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

         PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

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

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

________________________________________________

                                            FOR                          AGAINST                  ABSTAIN
2.   To ratify the selection of            (large hollow box)           (large hollow box)       (large hollow box) 2.
PricewaterhouseCoopers LLP
as independent accountants of
the fund.

3.   To authorize the Trustees             (large hollow box)           (large hollow box)       (large hollow box) 3.
to adopt an Amended and
Restated Declaration of Trust.

4.   To approve an amended                 (large hollow box)           (large hollow box)       (large hollow box) 4.
management
contract for Fidelity Export
and
Multinational Fund.

6.   To approve an amended                 (large hollow box)           (large hollow box)       (large hollow box) 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                 (large hollow box)           (large hollow box)       (large hollow box) 7.
sub-advisory
agreement with Fidelity
Management & Research (Far
East) Inc.
(FMR Far East) for Fidelity
Export and
Multinational Fund.

8.   To approve a                          (large hollow box)           (large hollow box)       (large hollow box) 8.
Distribution and
Service Plan pursuant to Rule
12b-1
for Fidelity Export and
Multinational
Fund.

13.   To amend Fidelity                    (large hollow box)           (large hollow box)       (large hollow box) 13.
Export and
Multinational Fund's
fundamental
investment limitation
concerning
the concentration of its
investments
in a single industry.

14.   To amend each fund's                 (large hollow box)           (large hollow box)       (large hollow box) 14.
fundamental
investment limitation
concerning
underwriting.


</TABLE>


EXF-PXC-0700                          cusip# 316448877/fund# 332

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

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

</TABLE>

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 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 9:00 a.m. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

<TABLE>
<CAPTION>
<S>                                    <C>
                                        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 _____________________, 2000

                                        ____________________________________________
                                        (verticle line)               (verticle line)
                                        (verticle line)               (verticle line)
                                        __________________________________________

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


</TABLE>

                                          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:


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

         PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

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

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

__________________________________________________________

                                           FOR                         AGAINST                ABSTAIN

2.   To ratify the selection of            (large hollow box)          (large hollow box)     (large hollow box) 2.
PricewaterhouseCoopers LLP
as independent accountants of
the fund.

3.   To authorize the Trustees             (large hollow box)          (large hollow box)     (large hollow box) 3.
to adopt an Amended and
Restated Declaration of Trust.

12.   To amend Spartan Arizona             (large hollow box)          (large hollow box)     (large hollow box) 12.
Municipal Income Fund's,
Spartan
Maryland Municipal Income
Fund's
and Spartan Short-Intermediate
Municipal Income Fund's
fundamental investment
limitation
concerning the concentration
of its investments in a single
industry.

14.   To amend each fund's                 (large hollow box)          (large hollow box)      (large hollow box) 14.
fundamental investment
limitation concerning
underwriting.


</TABLE>


AZI-PXC-0700                             cusip# 316448885/fund# 434


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

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

</TABLE>

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 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 9:00 a.m. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

<TABLE>
<CAPTION>
<S>                                    <C>
                                        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 _____________________, 2000

                                        ____________________________________________
                                        (verticle line)               (verticle line)
                                        (verticle line)               (verticle line)
                                        __________________________________________

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


</TABLE>

                                          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:


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

         PLEASE VOTE BY FILLING IN THE BOXES BELOW.

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

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

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

______________________________________________________________

                                           FOR                          AGAINST                  ABSTAIN
2.   To ratify the selection of            (large hollow box)           (large hollow box)       (large hollow box) 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.

3.   To authorize the Trustees             (large hollow box)           (large hollow box)       (large hollow box) 3.
to adopt an Amended and
Restated Declaration of Trust.

12.   To amend Spartan Arizona             (large hollow box)           (large hollow box)       (large hollow box) 12.
Municipal Income Fund's,
Spartan Maryland Municipal
Income Fund's and Spartan Short
-Intermediate Municipal Income
Fund's fundamental investment
limitation concerning the
concentration of its
investments
in a single industry.

14.   To amend each fund's                 (large hollow box)           (large hollow box)       (large hollow box) 14.
fundamental investment
limitation concerning
underwriting.


</TABLE>


SMD-PXC-0700                              cusip# 316448604/fund# 429

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

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

</TABLE>

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 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 9:00 a.m. and
at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

<TABLE>
<CAPTION>
<S>                                    <C>
                                        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 _____________________, 2000

                                        ____________________________________________
                                        (verticle line)               (verticle line)
                                        (verticle line)               (verticle line)
                                        __________________________________________

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


</TABLE>

                                          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:


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

         PLEASE VOTE BY FILLING IN THE BOXES BELOW.


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

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

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

__________________________________________________

                                            FOR                          AGAINST                 ABSTAIN
2.   To ratify the selection of            (large hollow box)           (large hollow box)       (large hollow box) 2.
PricewaterhouseCoopers LLP
as independent accountants of
the fund.

3.   To authorize the                      (large hollow box)           (large hollow box)       (large hollow box) 3.
Trustees to
adopt an Amended and Restated
Declaration of Trust.

5.   To approve an amended                 (large hollow box)           (large hollow box)       (large hollow box) 5.
management contract, including
a management fee structure
change,
for Spartan Short-Intermediate
Municipal Income Fund.

9.   To approve an Agreement               (large hollow box)           (large hollow box)       (large hollow box) 9.
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                       (large hollow box)           (large hollow box)       (large hollow box) 10.
fundamental
investment policy of Spartan
Short
Intermediate Municipal Income
Fund.

11.   To eliminate Spartan                 (large hollow box)           (large hollow box)       (large hollow box) 11.
Short
Intermediate Municipal Income
Fund's
fundamental 80% investment
policy
and adopt a comparable
non-fundamental policy.

12.   To amend Spartan Arizona             (large hollow box)           (large hollow box)       (large hollow box) 12.
Municipal Income Fund's,
Spartan
Maryland Municipal Income
Fund's
and Spartan Short-Intermediate
Municipal Income Fund's
fundamental investment
limitation
concerning the concentration of
its investments in a single
industry.

14.   To amend each fund's                 (large hollow box)           (large hollow box)       (large hollow box) 14.
fundamental investment
limitation concerning
underwriting.


</TABLE>


STM-PXC-0700                             cusip# 316203207/fund# 404


FORM OF
SCRIPT FOR REGISTERED SHAREHOLDER TELEPHONE VOTING
FIDELITY INVESTMENTS

           SHAREHOLDER HEARS THIS SCRIPT


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


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


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


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

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


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


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


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


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


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


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


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


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


Speech 12  Proposal 8:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 13  Proposal 9:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 14  Proposal 10:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 15  Proposal 11:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 16  Proposal 12:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 17  Proposal 13:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0


Speech 18  Proposal 14:
           To vote FOR, press 1;
           AGAINST, press 9, ABSTAIN,
           press 0

           You voted as follows;
Closing B            Proposal 1: For
                     ALL, or WITHHOLD All or FOR
                     All Except...
                     Proposal 2: For,
                     Against, Abstain
                     Proposal 3-14: For,
                     Against, Abstain
                     If this is correct, Press 1
                     now:  If incorrect, Press 0


Speech 19  Your vote has been canceled.


Speech 21  If you have received more
           than one proxy card, you
           must vote each card
           separately.  If you would
           like to vote another proxy,
           press 1 now.  To end this
           call, press 0.


Speech 22  Thank you for voting.


IMPORTANT PROXY MATERIALS

PLEASE CAST YOUR VOTE NOW!

FIDELITY(Registered trademark) EXPORT AND MULTINATIONAL FUND
SPARTAN(Registered trademark) ARIZONA MUNICIPAL INCOME FUND
SPARTAN MARYLAND MUNICIPAL INCOME FUND
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND

Dear Shareholder:

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

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

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

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

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

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

Sincerely,


Edward C. Johnson 3d
Chairman and Chief Executive Officer

Important information to help you understand and vote on the
proposals.

PLEASE READ THE FULL TEXT OF THE ENCLOSED PROXY STATEMENT. BELOW IS A
BRIEF OVERVIEW OF THE PROPOSALS TO BE VOTED UPON. YOUR VOTE IS
IMPORTANT. WE APPRECIATE YOU PLACING YOUR TRUST IN FIDELITY AND LOOK
FORWARD TO HELPING YOU ACHIEVE YOUR FINANCIAL GOALS.

WHAT ARE THE PROPOSALS?

1. To elect a Board of Trustees.

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

3. To authorize the Trustees to adopt an Amended and Restated
   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 Spartan Arizona Municipal Income Fund's, Spartan Maryland
    Municipal Income Fund's and Spartan Short-Intermediate Municipal
    Income Fund's fundamental investment limitation concerning the
    concentration of their investments in a single industry.

13. To amend Fidelity Export and Multinational Fund's fundamental
    investment limitation concerning the concentration of its
    investments in a single industry.

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

PROPOSAL 1: WHAT ROLE DOES THE BOARD PLAY?

The Trustees serve as the shareholders' elected representatives.
Members of the Board are experienced executives who have an obligation
to serve the best interests of shareholders. One of their duties is to
review policy changes such as those proposed in the proxy statement.
In addition, the Trustees review fund performance, oversee fund
activities and fees, and review the funds' contracts with Fidelity and
other service providers. Nine of the twelve Trustees are not
affiliated with Fidelity.

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

As part of the normal agenda of shareholder meetings, shareholders are
asked to vote on the independent accountants any time the Trustees are
elected. The independent accountants act as the funds' auditors. They
review the funds' annual financial statements and provide other audit
and tax-related services.

PROPOSAL 3: WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST?

The proposal asks shareholders to adopt a more modern form of the
Declaration of Trust (i.e., the funds' charter). The more modern
charter is Fidelity's new standard for its funds. It gives the
Trustees more flexibility and broader authority to act, including
greater authority to amend the charter in the future without a
shareholder vote.

PROPOSALS 4: WHY IS FIDELITY EXPORT AND MULTINATIONAL FUND PROPOSING
AN AMENDED MANAGEMENT CONTRACT?

The amended management contract provides for lower management fees to
be paid to Fidelity Management & Research Company (FMR) when FMR's
assets under management exceed certain levels.  The fund's amended
management contract also allows FMR and the trust, on behalf of the
fund, to modify the fund's management contract subject to the
requirements of the Investment Company Act of 1940 (1940 Act).

The amended management contract will result in a management fee that
is the same as or lower than the fee payable under the fund's present
contract.  Please refer to the proxy statement for specific details of
the amended management contract proposal.

PROPOSALS 5: WHY IS SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
PROPOSING AN AMENDED MANAGEMENT CONTRACT?

The amended management contract for the fund 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 fund's amended management contract also allows FMR and the trust,
on behalf of the fund, to modify the fund's management contract
subject to the requirements of the 1940 Act.

Under the present management contract, the fund pays FMR an
all-inclusive management fee, which covers substantially all fund
expenses; FMR pays the fund's operating expenses, with limited
exceptions.  Under the proposed amended management contract, the fund
would pay its management fee and other expenses separately.  FMR would
no longer pay the fund's other expenses.  The group fee rate varies
according to the monthly average net assets of all funds having
management contracts with FMR, and provides for lower management fees
to be paid to FMR when FMR's assets under management exceed certain
levels.  If approved, the proposed group fee structure will result in
a lower management fee, but the fund's total operating expense ratio
may or may not exceed the current rate.  Please refer to the proxy
statement for specific details of the fund's amended management
contract proposal.

PROPOSALS 6 AND 7: WHAT IS A SUB-ADVISORY AGREEMENT AND HOW WILL THE
PROPOSED AMENDED SUB-ADVISORY AGREEMENTS AFFECT THE FUND?

This is another standard proposal. FMR U.K. and FMR Far East are
Fidelity subsidiaries located in England and Japan that act as
sub-advisors and assist Fidelity Management & Research Company (FMR)
in its role as investment manager.  The proposals would allow the
fund's sub-advisory agreements to be modified without shareholder vote
subject to the requirements of the 1940 Act, but would not change the
fees paid by the fund or the management of the fund.

PROPOSAL 8: WHAT IS A DISTRIBUTION AND SERVICE PLAN, AND WHY IS THE
FUND PROPOSING TO ADOPT ONE?

Again, this is a standard proposal for Fidelity funds. The
Distribution and Service Plan states that Fidelity may use its own
assets to engage in "activities primarily intended to result in the
sale of fund shares." Because Rule 12b-1 under the 1940 Act governs
plans like this, they are called 12b-1 plans.  The proposed 12b-1 plan
does not provide for any additional fees to shareholders; rather, it
is designed to avoid legal uncertainties by recognizing that Fidelity
may use its management fees or other resources to pay for fund
marketing or distribution expenses. Most Fidelity funds already have
12b-1 plans in place.

PROPOSAL 9: WHY IS SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
PROPOSING TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION FROM A
SEPARATE SERIES OF ONE MASSACHUSETTS BUSINESS TRUST TO ANOTHER?

This change would allow the business trust to 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.

PROPOSAL 10: WHY IS SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
PROPOSING TO ELIMINATE A FUNDAMENTAL INVESTMENT POLICY?

Eliminating the proposal 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. The proposal is not expected to materially affect the
way the fund is managed.

PROPOSAL 11: WHAT IS THE BENEFIT OF REPLACING THE FUND'S FUNDAMENTAL
80% INVESTMENT POLICY WITH A NON-FUNDAMENTAL POLICY?

By making the fund's fundamental (cannot be changed without
shareholder approval) 80% investment policy non-fundamental (future
changes to the policy would only require approval by the Board of
Trustees, not shareholders), the Trustees will be able to comply more
quickly when the SEC adopts a definitive version of its proposed name
test rule.  In addition, if the proposal is approved, the fundamental
80% "income test" will be replaced with a non-fundamental "asset
test."  An asset-based test can be monitored more efficiently than an
income-based test, which may facilitate the fund's compliance efforts.
The change is not expected to materially change the way the fund is
managed.

PROPOSALS 12 AND 13: WHY ARE THE FUNDS PROPOSING TO AMEND THEIR
FUNDAMENTAL INVESTMENT LIMITATIONS CONCERNING CONCENTRATION OF THEIR
INVESTMENTS IN A SINGLE INDUSTRY?

The primary purpose of the proposed amendments is to clarify the
funds' fundamental concentration limitation to conform to a limitation
that is expected to become standard for all funds managed by FMR.
Adoption of the proposed limitation is not expected to affect the way
in which the funds are managed.

PROPOSAL 14: WHY ARE THE FUNDS PROPOSING TO AMEND THEIR FUNDAMENTAL
INVESTMENT LIMITATIONS CONCERNING UNDERWRITING?

The primary purpose of the proposed amendment is to clarify the funds'
fundamental investment limitation concerning underwriting to a
limitation which is expected to become standard for all funds managed
by FMR. Adoption of the proposed limitation is not expected to affect
the way in which the funds are managed, the investment performance of
the funds, or the securities or instruments in which the funds invest.

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

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

HOW MANY VOTES AM I ENTITLED TO CAST?

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

HOW DO I VOTE MY SHARES?

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

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

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

HOW DO I SIGN THE PROXY CARD?

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

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

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

REMEMBER, THE ABOVE IS ONLY A SUMMARY OF A FEW KEY FEATURES OF THE
PROPOSALS. PLEASE READ THE PROXY STATEMENT FOR COMPLETE DETAILS ON
EACH PROPOSAL.




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