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 Pursuant
to Sec. 240.14a-11(c) or
Sec. 240.14a-12
(Name of Registrant as
Specified In Its Charter:
Fidelity Massachusetts
Municipal Trust)
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:
SPARTAN(registered trademark) MASSACHUSETTS MUNICIPAL MONEY MARKET
FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET
SPARTAN(registered trademark) MASSACHUSETTS MUNICIPAL INCOME
FUNDS OF
FIDELITY MASSACHUSETTS MUNICIPAL TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
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 Spartan Massachusetts Municipal Money Market Fund,
Fidelity Massachusetts Municipal Money Market Fund, and Spartan
Massachusetts Municipal Income Fund (the funds), will be held at an
office of Fidelity Massachusetts Municipal Trust (the trust), 27 State
Street, 10th Floor, Boston, Massachusetts 02109 on January 19, 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 Deloitte & Touche 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 each of Fidelity
Massachusetts Municipal Money Market Fund and Spartan
Massachusetts Municipal Income Fund.
5. To approve an amended management contract for Spartan
Massachusetts Municipal Money Market Fund.
6. To eliminate Spartan Massachusetts Municipal Money Market Fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy.
7. To eliminate Fidelity Massachusetts Municipal Money Market Fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy.
8. To eliminate Spartan Massachusetts Municipal Income Fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy.
9. To modify Spartan Massachusetts Municipal Income Fund's
fundamental investment objective.
10. To eliminate certain of Spartan Massachusetts Municipal Income
Fund's fundamental policies.
11. To eliminate Spartan Massachusetts Municipal Income Fund's
fundamental 20% investment policy.
The Board of Trustees has fixed the close of business on November 22,
1999 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
November 22, 1999
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the
registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card.
For example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY MASSACHUSETTS MUNICIPAL TRUST:
SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND
TO BE HELD ON JANUARY 19, 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 Massachusetts Municipal Trust (the trust) to be used at the
Special Meeting of Shareholders of Spartan Massachusetts Municipal
Money Market Fund, Fidelity Massachusetts Municipal Money Market Fund,
and Spartan Massachusetts Municipal Income Fund (the funds) and at any
adjournments thereof (the Meeting), to be held on January 19, 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 November 22,
1999. 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 $ 2,000 (Spartan Massachusetts
Municipal Money Market Fund), $4,00 0 (Fidelity Massachusetts
Municipal Money Market Fund), and $2 ,000 (Spartan Massachusetts
Municipal Income Fund), respectively. The expenses in connection with
preparing this Proxy Statement and its enclosures and of all
solicitations for Fidelity Massachusetts Municipal Money Market Fund
and Spartan Massachusetts Municipal Income Fund will be paid by the
respective fund, provided that for Spartan Massachusetts Municipal
Income Fund, expenses do not exceed the fund's voluntary
expense cap of 0.55%. Expenses exceeding Spartan Massachusetts
Municipal Income Fund's voluntary expense cap will be paid by
FMR. The expenses in connection with preparing this Proxy Statement
and its enclosures and of all solicitations for Spartan Massachusetts
Municipal Money Market Fund will be borne by FMR. Each fund (except
Spartan Massachusetts Municipal Money Market Fund) will reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of shares. FMR will
reimburse brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of shares of
Spartan Massachusetts Municipal Money Market Fund. The principal
business address of Fidelity Distributors Corporation (FDC), the
funds' principal underwriter and distribution agent, is 82 Devonshire
Street, Boston, Massachusetts 02109. The principal business address of
Fidelity Investments Money Management, Inc. (FIMM), sub-adviser to the
funds, is 1 Spartan Way, Merrimack, New Hampshire 03054.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, by the trust's receipt of a subsequent valid telephonic
vote or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. Only proxies that are voted will
be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. The
expenses in connection with telephone voting will be paid by Fidelity
Massachusetts Municipal Money Market Fund and Spartan Massachusetts
Municipal Income Fund, provided that for Spartan Massachusetts
Municipal Income Fund, expenses do not exceed the fund's expense cap
of 0.55%. Expenses exceeding Spartan Massachusetts Municipal Income
Fund's expense cap will be paid by FMR. The expenses in connection
with telephone voting for Spartan Massachusetts Municipal Money Market
Fund will be borne by FMR. 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. 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
$ 6,000 (Fidelity Massachusetts Municipal Money Market Fund),
$ 2,000 (Sp artan Massachusetts Municipal Money Market Fund) and
$ 2,000 (Spartan Massachusetts Municipal Income Fund).
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
September 30, 1999 are indicated in the following table:
Spartan Massachusetts 801,344,307
Municipal Money Market Fund
Fidelity Massachusetts 1,774,104,139
Municipal Money Market Fund
Spartan Massachusetts 119,924,168
Municipal Income Fund
As of September 30, 1999, the nominees and officers of the trust
owned, in the aggregate, less than 1% of the funds' outstanding
shares.
To the knowledge of the trust, no shareholder owned of record or
beneficially more than 5% of the outstanding shares of the funds on
that date.
Shareholders of record at the close of business on November 22, 1999
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 JANUARY 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED JULY 31, 1999 CALL 1-800-544-8888 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST. APPROVAL OF
PROPOSALS 4 THROUGH 11 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.
Proposal # Proposal Description Applicable Funds Page
1. To elect as Trustees the All 6
twelve nominees presented in
proposal 1.
2. To ratify the selection of All 14
Deloitte & Touche 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 Massachusetts 15
management contract for the Municipal Money Market Fund
funds that would reduce the and Spartan Massachusetts
management fee payable to Municipal Income Fund
FMR by the fund as FMR's
assets under management
increase, and allow future
modifications of the
contracts without
shareholder vote if
permitted by the 1940 Act.
5. To approve an amended Spartan Massachusetts 20
management contract for the Municipal Money Market Fund
fund to include annual
premium payments, if any, to
a captive mutual insurance
company in the list of
enumerated expenses borne
directly by the fund and to
allow future modifications
of the contract without
shareholder vote if
permitted by the 1940 Act.
6. To eliminate the fund's Spartan Massachusetts 24
fundamental 80% investment Municipal Money Market Fund
policy and adopt a
comparable non-fundamental
policy.
7. To eliminate the fund's Fidelity Massachusetts 24
fundamental 80% investment Municipal Money Market Fund
policy and adopt a
comparable non-fundamental
policy.
8. To eliminate the fund's Spartan Massachusetts 25
fundamental 80% investment Municipal Income Fund
policy and adopt a
comparable non-fundamental
policy.
9. To modify the fund's Spartan Massachusetts 25
fundamental investment Municipal Income Fund
objective.
10. To eliminate certain of the Spartan Massachusetts 25
fund's fundamental policies. Municipal Income Fund
11. To eliminate the fund's Spartan Massachusetts 26
fundamental 20% investment Municipal Income Fund
policy.
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 Massachusetts Municipal Trust, the Trustees have determined
that the number of Trustees shall be fixed at twelve. It is intended
that the enclosed proxy card will be voted for the election as
Trustees of the twelve nominees listed below, unless such authority
has been withheld in the proxy card.
Except for Ned C. Lautenbach, all nominees named below are
currently Trustees of Fidelity Massachusetts Municipal Trust, and have
served in that capacity since originally elected or appointed. Robert
M. Gates, William O. McCoy, and Robert C. Pozen were selected by the
trust's Nominating and Administration Committee (see page 15) and were
appointed to the Board in March 1997, January 1997, and August 1997,
respectively. Mr. Lautenbach is expected to be appointed to the
Board on or about January 1, 2000, upon the retirement of E. Bradley
Jones. None of the nominees are related to one another. Those
nominees indicated by an asterisk (*) are "interested persons" of the
trust by virtue of, among other things, their affiliation with either
the trust, the funds' investment adviser (FMR, or the Adviser), or the
funds' distribution agent, FDC. The business address of each nominee
who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates, Ned C. Lautenbach, William O.
McCoy, and Robert C. Pozen, each of the nominees is currently a
Trustee of 57 registered investment companies advised by FMR.
Mr. Gates, Mr. McCoy and Mr. Pozen are currently a
T rustee of 55 registered investment companies advised by
FMR. Mr. Lautenbach is not yet a Trustee 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
Ralph F. Cox (67) 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 USA Waste
Services, Inc.
(non-hazardous waste, 1993),
CH2M Hill Companies
(engineering), Rio Grande,
Inc. (oil and gas
production), and Daniel
Industries (petroleum
measurement equipment
manufacturer). 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) Prior to her retirement in 1992
September 1991, Mrs. Davis
was the Senior Vice
President of Corporate
Affairs of Avon Products,
Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX
Companies, Inc. (retail
stores), and previously
served as a Director of
Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition,
she is a member of the
President's Advisory Council
of The University of Vermont
School of Business
Administration.
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 LucasVarity PLC
(automotive components and
diesel engines), Charles
Stark Draper Laboratory
(non-profit), NACCO
Industries, Inc. (mining and
manufacturing), and TRW Inc.
(original equipment and
replacement products). 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 (69) President, is Chairman, Chief 1981
Executive Officer 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
Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.
Donald J. Kirk (67) Executive-in-Residence (1995) 1987
at Columbia University
Graduate School of Business
and a financial consultant.
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 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), a Member of the
Public Oversight Board of
the American Institute of
Certified Public
Accountants' SEC Practice
Section (1995), and as a
Public Governor of the
National Association of
Securities Dealers, Inc.
(1996).
Ned C. Lautenbach+ Partner of Clayton, Dubilier N/A
(55) & 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 (56) Vice Chairman and Director of 1990
FMR. Prior to May 31, 1990,
he was a Director of FMR and
Executive Vice President of
FMR (a position he held
until March 31, 1991); Vice
President of Fidelity
Magellan Fund and FMR Growth
Group Leader; and Managing
Director of FMR Corp. Mr.
Lynch was also Vice
President of Fidelity
Investments Corporate
Services (1991-1992). In
addition, he serves as a
Trustee of Boston College,
Massachusetts Eye & Ear
Infirmary, Historic
Deerfield (1989) and Society
for the Preservation of New
England Antiquities, and as
an Overseer of the Museum of
Fine Arts of Boston.
William O. McCoy (66) Vice President of Finance for 1997
the University of North
Carolina (16-school system,
1995). 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), Weeks
Corporation of Atlanta (real
estate, 1994), Carolina
Power and Light Company
(electric utility, 1996) and
the Kenan Transport Co.
(1996). Previously, he was a
Director of First American
Corporation (bank holding
company, 1979-1996). In
addition, Mr. McCoy serves
as a member of the Board of
Visitors for the University
of North Carolina at Chapel
Hill (1994) and for the
Kenan-Flager Business School
(University of North
Carolina at Chapel Hill,
1988).
Gerald C. McDonough (71) Chairman of G.M. Management 1989
Group (strategic advisory
services). Mr. McDonough is
a Director of York
International Corp. (air
conditioning and
refrigeration), Commercial
Intertech Corp. (hydraulic
systems, building systems,
and metal products, 1992),
CUNO, Inc. (liquid and gas
filtration products, 1996),
and Associated Estates
Realty Corporation (a real
estate investment trust,
1993). Mr. McDonough served
as a Director of
ACME-Cleveland Corp. (metal
working, telecommunications,
and electronic products)
from 1987-1996 and
Brush-Wellman Inc. (metal
refining) from 1983-1997).
Marvin L. Mann (66) Chairman of the Board of 1993
Lexmark International, Inc.
(office machines, 1991).
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) and
Imation Corp. (imaging and
information storage, 1997).
*Robert C. Pozen (53) Senior Vice President, is 1997
also President and a
Director of FMR (1997); and
President and a Director of
Fidelity Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc. (1997),
and Fidelity Management &
Research (Far East) Inc.
(1997). Previously, Mr.
Pozen served as General
Counsel, Managing Director,
and Senior Vice President of
FMR Corp.
Thomas R. Williams (71) President of The Wales Group, 1989
Inc. (management and
financial advisory
services). Prior to retiring
in 1987, Mr. Williams served
as Chairman of the Board of
First Wachovia Corporation
(bank holding company), and
Chairman and Chief Executive
Officer of The First
National Bank of Atlanta and
First Atlanta Corporation
(bank holding company). He
is currently a of Director
of ConAgra, Inc.
(agricultural products),
Georgia Power Company
(electric utility), National
Life Insurance Company of
Vermont, American Software,
Inc., and AppleSouth, Inc.
(restaurants, 1992).
</TABLE>
** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
+ Appointment expected on or about January 1, 2000, upon the
retirement the of E. B radley Jones.
As of September 30, 1999 the nominees, Trustees and officers of the
Trust and each fund owned, in the aggregate, less than 1% of each
fund's outstanding shares.
If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended January 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, i n conjunction
with m eetings of the Board of Trustees. Currently, Messrs. Kirk
(Chairman), Gates, McCoy, 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 January 31, 1999, the committee held six meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Jones, Mann, and
Williams. The committee members confer periodically and hold meetings
as required. The committee makes nominations for independent trustees,
and for membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended January 31, 1999, the committee held no 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 January 31,
1999, or calendar year ended December 31, 1998, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMPENSATION TABLE
Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Spartan MA Muni Money MarketB MA Muni Money MarketB Spartan MA Muni IncomeB
Edward C. Johnson 3d*** $ 0 $ 0 $ 0
Abigail P. Johnson***,# $ 0 $ 0 $ 0
J. Gary Burkhead***,## $ 0 $ 0 $ 0
Ralph F. Cox $ 289 $ 464 $ 454
Phyllis Burke Davis $ 285 $ 457 $ 448
Robert M. Gates $ 289 $ 464 $ 454
E. Bradley Jones $ 287 $ 460 $ 451
Donald J. Kirk $ 293 $ 470 $ 460
Ned C. Lautenbach** $ 0 $ 0 $ 0
Peter S. Lynch*** $ 0 $ 0 $ 0
William O. McCoy $ 289 $ 464 $ 454
Gerald C. McDonough $ 353 $ 567 $ 556
Marvin L. Mann $ 289 $ 464 $ 454
Robert C. Pozen*** $ 0 $ 0 $ 0
Thomas R. Williams $ 289 $ 464 $ 454
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE
Trustees and Members of the Total Compensation from the
Advisory Board Fund Complex*,A
Edward C. Johnson 3d*** $ 0
Abigail P. Johnson***,# $ 0
J. Gary Burkhead***,## $ 0
Ralph F. Cox $ 223,500
Phyllis Burke Davis $ 220,500
Robert M. Gates $ 223,500
E. Bradley Jones $ 220,000
Donald J. Kirk $ 226,500
Ned C. Lautenbach** $ 0
Peter S. Lynch*** $ 0
William O. McCoy $ 223,500
Gerald C. McDonough $ 273,500
Marvin L. Mann $ 220,500
Robert C. Pozen*** $ 0
Thomas R. Williams $ 223,500
</TABLE>
* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.
** Effective October 14, 1999, Mr. Lautenbach serves as a member of
the Advisory Board of the trust.
** * Interested Trustees of the funds, Ms. Johnso n and
Mr. Burkhead are compensated by FMR.
# Effective April 1, 1999, Ms. Johnson serves as a member of the
Advisory Board of certain Trusts, including Fidelity Massachusetts
Municipal Trust.
## J. Gary Burkhead served on the Board of Trustees through July
31, 1997. Effective August 1, 1997, Mr. Burkhead serves as a Member of
the Advisory Board of the Trust.
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, 1998, 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, $55,039; Marvin L. Mann, $55,039; Thomas R.
Williams, $63,433 and William O. McCoy, $55,039.
B Compensation figures include cash and may include amounts
required to be deferred and amounts deferred at the election of
Trustees.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (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 subject to vesting and 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 DELOITTE & TOUCHE LLP
AS INDEPENDENT ACCOUNTANTS OF THE FUNDS.
By a vote of the non-interested Trustees, the firm of Deloitte &
Touche 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.
Deloitte & Touche LLP has advised each fund that to the best of
its knowledge and belief, as of the record date, no Deloitte & Touche
LLP professional had any direct or material indirect ownership
interest in each fund inconsistent with the independence standards
pertaining to accountants.
For the funds' fiscal year ended January 31, 1998, the firm of
P ricewaterhouseCoopers LLP acted as the funds' independent
accountants. Effective July 1, 1998, Coopers & Lybrand L.L.P. and
Price Waterhouse LLP combined their businesses and practices and began
doing business as PricewaterhouseCoopers LLP. Effective February 18,
1999, the non-interested Trustees selected the firm of Deloitte &
Touche LLP as the independent accountants f or each fund
beginning with the funds' fiscal year ended January 31, 2000, upon the
recommendation of the funds' Audit Committee.
T he independent accountants' audit reports for the fiscal years
ended 1999 and 1998, did not contain an adverse opinion or disclaimer
of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between each fund and the independent
accountants on accounting principles or practices, financial statement
disclosures, or audit scope or procedures, which if not resolved to
the satisfaction of the independent accountants would have caused them
to make reference to the subject matter of the disagreements in
connection with their reports on the financial statements for such
years.
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of the funds' 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 Deloitte & Touche 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 and shareholder services 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, 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. 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 the trust or any of its series. 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 the trust or a
fund 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
the trust or any of its series 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. 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 or fund 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 with another operating mutual fund or sell all of a
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.
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 and the trust, on behalf of each fund, 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
authorize all such amendments. A corresponding change is also proposed
for the funds' Management Contracts. For more information on this
topic generally, see "Modification of Management Contract Amendment
Provisions" on pages 27 and 30 .
2. 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.
3. The New Declaration of Trust confirms and clarifies various
existing Trustee powers. For example, the New Declaration of Trust
clarifies that the Trustees, in addition to banks and trust companies,
may employ as fund custodians 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; and interpret the investment
policies, practices, and limitations of any fund.
4. 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.
5. 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.
6. As a general matter, the New Declaration of Trust modifies the
Current Declaration of Trust to incorporate appropriate references to
classes of shares.
7. 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 EACH OF FIDELITY
MASSACHUSETTS MUNICIPAL MONEY MARKET FUND AND SPARTAN MASSACHUSETTS
INCOME FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has
approved, and recommends that shareholders of each fund approve, a
proposal to adopt an amended management contract with FMR (the Amended
Contracts). The Amended Contracts modify the management fee that FMR
receives from the funds to provide for lower fees when FMR's assets
under management exceed certain levels. In addition, the Amended
Contracts allow FMR and the trust, on behalf of the funds, to modify
the Management Contracts subject to the requirements of the 1940 Act.
The existing Management Contracts (Present Contracts) currently
require the vote of a majority of the funds' outstanding voting
securities to authorize all amendments. See "Modification of
Management Contract Amendment Provisions" on page 28 for more
details. THE AMENDED CONTRACTS 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 .)
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACTS. A copy of
the Amended Contracts, marked to indicate the proposed amendments, are
supplied as Exhibit 2 (Fidelity Massachusetts Municipal Money
Market) and Exhibit 3 (Spartan Massachusetts Municipal Income)
on pages 48 and 51, respectively. Except for the modifications
discussed above, they are substantially identical to the Present
Contracts. (For a detailed discussion of each fund's Present Contract,
refer to the section entitled "Present Management Contracts" of
Fidelity Massachusetts Municipal Money Market Fund and Spartan
Massachusetts Municipal Income Fund beginning on page .) If
approved by shareholders, the Amended Contracts will take effect on
February 1, 2000 (or, if later, the first day of the first month
following approval) and will remain in effect through May 31, 2000 for
Fidelity Massachusetts Municipal Money Market Fund and June 30, 2000
for Spartan Municipal Income Fund and thereafter, but only as long as
their 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 Contracts are not approved, the Present Contracts
will continue in effect through May 31, 2000 for Fidelity
Massachusetts Municipal Money Market Fund and June 30, 2000 for
Spartan Municipal Income Fund, and thereafter only as long as their
continuance is approved at least annually as above.
The management fee is an annual percentage of each 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 Contracts modify the Group Fee
Rate by providing for lower fee rates if FMR's assets under management
remain above $156 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 Contracts would
not change the group fee calculation for assets under management by
FMR of $156 billion or less. Above $156 billion in assets under FMR's
management, the Group Fee Rate declines under both the Present
Contracts and the Amended Contacts, but under the Amended Contracts,
it declines faster. Group Fee Rates that are lower than those
contained in each fund's Present Contract have been voluntarily
implemented by FMR on August 1, 1994 , 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 Contracts add twenty new fee
breakpoints for assets under FMR's management above $156 billion as
illustrated in the following table. (For an explanation of how the
Group Fee Rate is used to calculate the management fee, see the
section entitled "Present Management Contracts" beginning on page
.)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACTS AMENDED CONTRACTS
Average Group Assets ($ Present Contract* Average Group Assets ($ Amended Contract
billions) billions)
120 - 174 .1450% 120 - 156 .1450%
174 - 228 .1400% 156 - 192 .1400%
228 - 282 .1375% 192 - 228 .1350%
282 - 336 .1350% 228 - 264 .1300%
Over 336 .1325% 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%
</TABLE>
The result at various levels of group net assets is illustrated by
the table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net Assets ($ billions) Present Contract* Amended Contract
150 .1736% .1736%
200 .1658% .1652%
250 .1604% .1587%
300 .1565% .1536%
350 .1533% .1494%
400 .1507% .1459%
450 .1487% .1427%
500 .1471% .1399%
550 .1457% .1372%
600 .1446% .1349%
650 .1437% .1328%
700 .1429% .1309%
750 .1422% .1291%
800 .1416% .1275%
850 .1411% .1260%
900 .1406% .1246%
950 .1402% .1233%
1,000 .1398% .1220%
1,050 .1394% .1209%
1,100 .1391% .1197%
1,150 .1388% .1187%
1,200 .1386% .1177%
1,250 .1383% .1167%
1,300 .1381% .1158%
1,350 .1379% .1149%
1,400 .1377% .1141%
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 , January 1, 1996, and
August 1, 1999.
Average assets under FMR's management for September 1999 were
approximately $76 4 billion.
COMPARISON OF MANAGEMENT FEES. For the month ended September
19 99, average assets under management by FMR were approximately
$76 4 billion. Each fund's management fee rate under the Amended
Contract, for the month ended September 1999, would have been
.37 87 %, compared to .3920% under the Present Contracts. The
management fee rate remains the same under both the Present Contracts
and the Amended Contracts until assets under FMR's management exceed
$156 billion, at which point the management fee rate under the Amended
Contracts begins to decline relative to the Present Contracts.
The following chart compares each fund's management fee as calculated
under the terms of the Present Contract for the fiscal year ended
January 31,1999 to the management fee each fund would have incurred if
the Amended Contracts had been in effect. Management fees are
expressed in dollars and as percentages of each fund's average net
assets for the yea r.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Present Contract Amended Contract
Management Fee* Management Fee Percentage Difference
Fidelity Massachusetts $ 5,324,377 $ 5,185,959 <2.6%>
Municipal Money Market
Spartan Massachusetts $ 5,119,706 $ 4,986,933 <2.6%>
Municipal Income
</TABLE>
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 , January 1, 1996, and
August 1, 1999 .
The following chart compares each fund's management fee under the
terms of the Present Contracts for the twelve month period ended
September 30 , 1999 to the management fee each fund would have
incurred if the Amended Contracts had been in effect. Management
fees are expressed in dollars and as percentages of each fund's
average net assets for the yea r.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Present Contract Amended Contract
Management Fee* Management Fee Percentage Difference
Fidelity Massachusetts $ 6,395,941 $ 6,201,974 <3.0%>
Municipal Money Market
Spartan Massachusetts $ 5,419,454 $ 5,256,180 <3.0%>
Municipal Income
</TABLE>
* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 , January 1, 1996, and
August 1, 1999 .
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended
Contracts allow FMR and the Trust, on behalf of the funds, to amend
the Management Contracts subject to the provisions of Section 15 of
the 1940 Act, as modified or interpreted by the Securities and
Exchange Commission. In contrast, the Present Contracts explicitly
requires the vote of a majority of the outstanding voting securities
of the funds to authorize all amendments. Generally, the proposed
modification to the Present Contracts' amendment provisions will allow
FMR and the Trust, on behalf of the funds, to amend the Management
Contracts without shareholder vote IF THE 1940 ACT PERMITS THEM TO DO
SO. For example, under current interpretations of Section 15 of the
1940 Act, the Amended Contracts would give FMR and the Trust the
ability to amend the Management Contracts to immediately reflect a
management fee decrease without the delay of having to first conduct a
proxy solicitation. In short, the proposed modifications give FMR and
the Trust added flexibility to amend the Management Contracts subject
to 1940 Act constraints. Of course, any future amendments to the
Management Contracts would require the approval of the funds' 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, believe that matters bearing on
the appropriateness of each 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 Contracts to shareholders was
approved by the Board of Trustees of each fund, including all of the
Independent Trustees, on July 15, 1999 a nd October 14, 1999 .
The Board of Trustees considered and approved the modifications to the
Group Fee Rate schedule during the two month perio ds from June
to July 1994 , November to December 1995, and September to
October 1999 . The Board of Trustees received materials relating to
the Amended Contracts in advance of the meeting at which the Amended
Contracts were 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 Contracts. These materials included (i) information on
the investment performance of each fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption
data in respect of each fund, and (iii) the economic outlook and the
general investment outlook in the markets in which each fund invests.
The Board of Trustees and the Independent Trustees also consider
periodically other material facts such as (1) FMR's results and
financial condition, (2) arrangements in respect of the distribution
of each fund's shares, (3) the procedures employed to determine the
value of each fund's assets, (4) the allocation of each fund's
brokerage, if any, including allocations to brokers affiliated with
FMR, (5) FMR's management of the relationships with each fund's
custodian and subcustodians, (6) the resources devoted to and the
record of compliance with each fund's investment policies and
restrictions and with policies on personal securities transactions and
(7) the nature, cost and 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 each fund's shareholders.
In considering the Amended Contracts, 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 Contracts include the following:
BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund
that is part of a large family of funds offering a variety of
investment disciplines and providing for a large variety of fund and
shareholder services. With regard to the proposed modification to the
Present Contracts' amendment provisions, the Board of Trustees and the
Independent Trustees considered the benefit to shareholders of FMR's
and the trust's increased flexibility (within 1940 Act constraints) to
amend the Management Contracts without the delays and potential costs
of a proxy solicitation.
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether each fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly each fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of an appropriate index or
combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the
Independent Trustees review at least annually the background of each
fund's portfolio manager and each fund's investment objective and
discipline. The Independent Trustees have also had discussions with
senior management of FMR responsible for investment operations and the
senior management of Fidelity's money market and 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 Contracts and the Amended
Contracts and under separate agreements covering transfer agency
functions and pricing, bookkeeping and securities lending services, if
any. The Board of Trustees and the Independent Trustees have also
considered the nature and extent of FMR's supervision of third party
service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered each fund's expense ratios and expense ratios of a peer
group of funds. They also considered the amount and nature of fees
paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including each fund. This consideration included
an extensive review of FMR's methodology in allocating its costs to
the management of each fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of each fund and whether the amount of
profit is a fair entrepreneurial profit for the management of each
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to each fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent
Trustees considered whether there have been economies of scale in
respect of the management of the Fidelity funds, whether the Fidelity
funds (including each fund) have appropriately benefitted 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 each
fund and each fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, insurance, publishing,
real estate, international research and investment funds, and others.
The Board of Trustees and the Independent Trustees considered the
intangible benefits that accrue to FMR and its affiliates by virtue of
their relationship with each fund.
CONCLUSION. 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 Contracts' amendment
provisions, are in the best interest of each fund's shareholders. The
Board of Trustees, including the Independent Trustees, voted to
approve the submission of the Amended Contracts to shareholders of
each fund and recommends that shareholders of each fund vote FOR the
Amended Contracts. If approved, the Amended Contracts will take effect
on the first day of the first month following shareholder approval.
5. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR SPARTAN MASSACHUSETTS
MUNICIPAL MONEY MARKET FUND.
The Board of Trustees, including a majority of those Trustees who are
not "interested persons" of the trust or FMR (the Independent
Trustees), has approved, and recommends that shareholders of the fund
approve a proposal to adopt an amended management contract with FMR
(the Amended Contract). The Amended Contract modifies the list of
enumerated expenses borne directly by the fund under its present
management contract (the Present Contract) to include annual premiums
(Annual Premiums) payable on or after January 1, 2004, if any, for
insurance coverage (Insurance Coverage) provided by a mutual insurance
company (the Mutual Insurance Company).
The Amended Contract also allows FMR and the trust, on behalf of the
fund, to amend the management contract subject to the requirements of
the 1940 Act. The Present Contract requires the vote of a majority of
the applicable fund's outstanding voting securities to authorize all
amendments. See "Modification of Management Contract Amendment
Provisions" on page 34 for more details. (For information on
FMR, see "Activities and Management of FMR" on page .)
THE MUTUAL INSURANCE COMPANY. The fund attempts to maintain a stable
net asset value of $1.00 per share. The possibility exists, however,
that certain events, such as a material default on a security in a
fund's investment portfolio, could cause the fund to sustain a loss
that results in the net asset value of the fund falling below $1.00
per share. A fund may obtain insurance to minimize (but not eliminate)
the risk of such a loss. Because insurance provided directly by a
third-party insurer can be expensive, FMR has established a captive
mutual insurance company to offer insurance to Fidelity money market
funds effective January 1, 1999.
THE INSURANCE COVERAGE. The Mutual Insurance Company currently
provides participating Fidelity money market funds with limited
coverage (initially up to $100 million annually) against credit
defaults and similar losses on securities in their investment
portfolios. Certain other losses, such as those due to interest rate
fluctuations, are not covered, and despite Insurance Coverage, a
fund's net asset value still could fall below $1.00 per share.
Fidelity money market funds may participate in the Insurance Coverage
in a given year if they hold insurable assets as of the prior
September 30, which is the date as of which portfolio assets are
reviewed and Annual Premiums are calculated for the following year.
Insurable assets include commercial paper, repurchase agreements and
obligations of municipalities, banks and government agencies. Spartan
Massachusetts Municipal Money Market Fund held insurable assets as of
September 30, 1999, and the Board of Trustees, including the
Independent Trustees, determined that it was in the best interests of
the fund and its shareholders to participate in the Insurance Coverage
beginning January 1, 1999.
FMR currently bears the cost of the Annual Premiums for Spartan
Massachusetts Municipal Money Market. If shareholders approve the
Amended Contract, FMR will continue to bear the cost of the fund's
Annual Premiums, if any, until December 31, 2003, and the fund will be
required to pay any Annual Premiums beginning in 2004. If shareholders
do not approve an Amended Contract, FMR has the right either not to
obtain coverage or to cease paying Annual Premiums immediately and
terminate a fund's participation in the Insurance Coverage effective
the following year. Participating funds may incur other expenses as
described more fully below in the section "Additional Information
Regarding the Mutual Insurance Company" on page 33. The Board and the
Independent Trustees have concluded that the amounts actually and
potentially payable by the fund, including the Annual Premiums, are
fair and reasonable.
PROPOSED AMENDMENTS TO THE PRESENT CONTRACT. A copy of the Amended
Contract, marked to indicate the proposed amendments, is attached to
this proxy statement as Exhibit 2 . Except for the amendments
discussed in this proposal, the Amended Contract is substantially
identical to the Present Contract. (For a detailed discussion of the
fund's Present Contract, refer to the section entitled "Present
Management Contract" beginning on page .) If approved by
shareholders, the Amended Contract will take effect on the first day
of the first month following approval and will remain in effect
through May 31, 2000, and thereafter only as long as its continuance
is approved at least annually by (i) the vote, cast in person at a
meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. If the Amended
Contract is not approved, the Present Contract will continue in effect
through May 31, 2000, and thereafter subject to the same requirements
for continuance of the Amended Contract.
CURRENT MANAGEMENT FEE. The fund's management fee is an annual
percentage of the fund's average net assets, calculated and paid
monthly. Under the Present Contract, the fund pays FMR an
all-inclusive management fee at an annual rate of 0.50% of such fund's
average net assets. FMR pays all the expenses involved in the
operation of the fund, with the following exceptions: taxes; the fees
and expenses of the Independent Trustees; brokerage fees and
commissions; interest expenses with respect to borrowings by the fund;
and such non-recurring and extraordinary expenses as may arise,
including the costs of any litigation to which the fund may be a
party, and any obligation the fund may have to indemnify its officers
and Trustees with respect to litigation. The fund's management fee is
reduced by the amount of compensation that the fund pays to the
Independent Trustees.
MODIFICATION TO MANAGEMENT FEE CALCULATION. Under the Amended
Contract, the fund would become responsible for any Annual Premiums
payable on or after January 1, 2004. FMR will continue to bear the
cost of the fund's Annual Premiums until December 31, 2003, provided
shareholders approve the Amended Contract. For the policy year
commencing January 1, 1999, the Annual Premiums of the fund totalled
$40,045.
REASONS FOR THE PROPOSAL. As noted above, the Board of Trustees
believes that the Insurance Coverage is beneficial to the fund and its
shareholders. FMR expects that the aggregate Annual Premium for all
participating funds will be less than the cost of comparable coverage
provided directly by third-party insurers. If an Amended Contract is
approved, FMR will bear the cost of a fund's Annual Premiums, if any,
payable on or before December 31, 2003. Moreover, participating funds
will receive a continuing benefit over time as premiums accumulate,
assuming no or few losses occur. In particular, the build-up of
premiums over time may permit the Mutual Insurance Company to lower
premiums for the same coverage and/or increase coverage for the same
premiums. See "Additional Information Regarding the Mutual Insurance
Company" below for more details.
The Board of Trustees has recognized the benefits of Insurance
Coverage to a fund that holds insurable assets, and given these
benefits, believes that it is appropriate to amend the management
contract of the fund to include Annual Premiums payable to the Mutual
Insurance Company on or after January 1, 2004, if any, among the
enumerated expenses borne directly by the fund. The Board of Trustees
also has recognized that if shareholders of a fund do not approve an
Amended Contract, FMR has the right either not to obtain coverage or
to cease paying Annual Premiums immediately and terminate a fund's
participation in the Insurance Coverage effective the following year.
ADDITIONAL INFORMATION REGARDING THE MUTUAL INSURANCE COMPANY. The
Mutual Insurance Company is a Bermuda mutual insurance company that
commenced operations on January 1, 1999. As a mutual insurance
company, it does not issue stock; ownership interests in the Mutual
Insurance Company belong only to the participating funds as
policyholders.
The fund's Annual Premiums, if any, are based on the risk profile and
dollar amount of the fund's insurable assets. In addition to Annual
Premiums, in order to maximize coverage while maintaining low Annual
Premiums, the Mutual Insurance Company's insurance policies are
"assessable;" that is, if (but only if) a loss event occurs and the
accumulated reserves of the Mutual Insurance Company are insufficient
to cover the loss, all funds participating in the Insurance Coverage
will be subject, in addition to their Annual Premium payment, to a
special assessment premium of up to approximately 2.5 times their
Annual Premium payment. The special assessment will be made on a pro
rata basis in the same proportion as participating funds' then-current
pro rata share of Annual Premiums. Special assessment premiums are
considered a non-recurring and extraordinary type of expense.
Therefore, a fund that participates in the Insurance Coverage would be
responsible under both its Present Contract and the Amended Contract
for payment of any special assessment premium as a non-recurring and
extraordinary expense.
COMPARISON OF MANAGEMENT FEES. The following tables compare the fees
and expenses of Spartan Massachusetts Municipal Money Market Fund paid
under the terms of the Present Contract for the fiscal year ended
January 31, 1999, to the fees and expenses that the fund would have
paid under an Amended Contract, assuming (1) that the Insurance
Coverage had been in effect during that period; (2) that the fund had
participated in the Insurance Coverage and paid Annual Premiums in the
amount of $40,045 for 1999; and (3) that FMR did not bear the cost of
those Annual Premiums.
COMPARATIVE EXPENSE TABLE
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Spartan Massachusetts Present Contract Amended Contract
Municipal Money Market Fund
Management Fee 0.5000% 0.5000%
Rule 12b-1 fee None None
Other Expenses 0.0000% 0.0048%
Total Operating Expenses 0.5000% 0.5048%
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
(including $5 account closeout fee).
1 Year 3 Years 5 Years 10 Years
Present Contract $ 56 $ 165 $ 285 $ 633
Amended Contract $ 57 $ 167 $ 287 $ 639
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of
the fund. The example above should not be considered a representation
of past or future expenses of the fund. Actual expenses may vary from
year to year and may be higher or lower than those shown above.
The following chart compares the fund's management fee under the
terms of the Present Contract for the fiscal year ended January 31,
1999, to the management fee and Annual Premium that the fund would
have incurred under the Amended Contract assuming (1) that the
Insurance Coverage had been in effect during that period; (2) that
Spartan Massachusetts Municipal Money Market Fund had participated in
the Insurance Coverage and paid Annual Premiums in the amount of
$40,045, the fund's Annual Premium for 1999; and (3) that FMR did not
bear the cost of those Annual Premiums.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
Present Contract Management Fee Amended Contract Management Difference In Dollars Difference As a Percentage
Fee Plus Annual Premium of Management Fee Paid for
Fiscal Year January 31,1999
$4,156,971 $4,197,016 $40,045 0.96%
</TABLE>
The following chart compares the fund's management fee under the
terms of the Present Contract for the twelve month period ended
September 30 , 1999, to the management fee and Annual Premium
that the fund would have incurred under the Amended Contract assuming
(1) that the Insurance Coverage had been in effect during that period;
(2) that Spartan Massachusetts Municipal Money Market Fund had
participated in the Insurance Coverage and paid Annual Premiums in the
amount of $40,045, the fund's Annual Premium for 1999; and (3) that
FMR did not bear the cost of those Annual Premiums.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
Present Contract Management Fee Amended Contract Management Difference In Dollars Difference As a Percentage
Fee Plus Annual Premium of Management Fee Paid for
the Period Ended September
30,1999
$4,313,104 $4,353,149 $40,045 0.93%
</TABLE>
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, an Amended Contract
would give FMR and the trust the ability to amend the management
contract immediately to reflect a management fee decrease without the
delay of having first to conduct a proxy solicitation. In short, the
proposed modification gives FMR and the trust added flexibility to
amend the management contract subject to 1940 Act constraints. Of
course, any future amendments to the management contract would
continue to require the approval of a fund's Board of Trustees. The
modifications to the Present Contract will make it consistent with the
management contracts adopted or expected to be adopted by other
Fidelity money market funds.
MATTERS CONSIDERED BY THE BOARD. The mutual funds for which the
members of the Board of Trustees serve as Trustees are referred to
herein as the "Fidelity funds." The Board of Trustees meets at least
ten times a year. The Board of Trustees, including the Independent
Trustees, believes that matters bearing on the appropriateness of the
funds' management fees are considered at most, if not all, of its
meetings. While the full Board of Trustees or the Independent
Trustees, as appropriate, act on all major matters, a significant
portion of the activities of the Board of Trustees (including certain
of those described herein) is conducted through committees. The
Independent Trustees meet frequently in executive session and are
advised by independent legal counsel selected by the Independent
Trustees.
The proposal to present the Amended Contract to shareholders was
approved by the Board of Trustees of the fund, including the
Independent Trustees, on July 15, 1999. The Board of Trustees received
materials relating to the management contract in advance of the
meeting at which the management contract was considered and had the
opportunity to ask questions and request further information in
connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their monthly meetings Trustees receive materials that relate to the
management contract. These materials include (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption
data, 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 financial condition, (2) arrangements
in respect of the distribution of the fund's shares, (3) the
procedures employed to determine the value of the fund's assets, (4)
the allocation of the fund's brokerage, if any, including allocations
to brokers affiliated with FMR, (5) FMR's management of the
relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions, and (7) the nature, cost and quality of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the composition of peer groups of funds, (c) transfer agency
and bookkeeping fees paid to affiliates of FMR, (d) investment
performance, (e) investment management staffing, (f) the potential for
achieving further economies of scale, (g) operating expenses paid to
third parties, (h) the information furnished to investors, including
the fund's shareholders, and (i) information furnished by FMR
concerning several aspects of the captive insurance structure
including, among other items, information on and analysis of the
allocation of costs between the funds and FMR.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all of the matters considered. Matters considered by the Board
of Trustees and the Independent Trustees that relate to 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 delay 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 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 money market group. Among other
things they considered the size, education and experience of FMR's
investment staff, its use of technology, and FMR's approach to
recruiting, training and retaining portfolio managers and other
research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Amended Contract and under
separate agreements covering transfer agency functions and pricing,
bookkeeping and securities lending services, if any. The Board of
Trustees and the Independent Trustees have also considered the nature
and extent of FMR's supervision of third party service providers,
principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
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. In considering the Amended Contract, the Board of
Trustees and the Independent Trustees did not identify any single
factor as all-important and the forgoing summary does not
detail all of the matters considered. Based on their evaluation of
all material factors and assisted by the advice of independent
counsel, the Trustees concluded (i) that the existing management fee
structure is fair and reasonable and (ii) that the proposed
modifications to the management fee rates, that is the proposed
addition of Annual Premiums as an expense borne directly by a fund
under the management contract beginning on January 1, 2004, and the
proposed modification of the amendment provisions are in the best
interests 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.
6. TO ELIMINATE SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET 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. 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, " which is standard for other Fidelity municipal money
market funds , 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 elimination of the current fundamental policy and the
adoption of the proposed non-fundamental policy is not expected to
materially affect the way in which the fund is managed.
The current fundamental 80% investment policy for Spartan
Massachusetts Municipal Money Market Fund is as follows:
"The fund will normally invest so that at least 80% of its income
distributions will be exempt 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 proposed
non-fundamental policy 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 and when it is adopted, without having to
incur the potential costs and delays of conducting a shareholder
meeting.
The SEC proposed the Name Test Rule in February 1997. The Name Test
Rule governs the use of mutual fund names and, if and when
eventually adopted by the SEC, may apply to the fund. If a
definitive version of the rule is ultimately adopted, the fund's 80%
policy may require modification to comply with the requirements of the
definitive rule. Briefly stated, eliminating the fund's fundamental
80% investment policy and adopting the proposed non-fundamental policy
will give the Trustees the flexibility to comply more quickly with the
definitive Name Test Rule, if and when adopted .
In addition, because the proposed asset-based test can be efficiently
monitored, adopting an asset-based 80% investment policy may
facilitate the fund's compliance efforts.
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 proposed non-fundamental 80% policy, while not requiring
shareholder approval, would require approval of the Board.
In sum, it is not expected that approval of the proposal will have a
material effect on the way the fund is currently 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 proposed non-fundamental 80% investment policy 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 80% policy will remain unchanged.
7. TO ELIMINATE FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET 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. 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," which is standard for other Fidelity municipal money market
funds, 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 elimination of the current fundamental policy and the
adoption of the proposed non-fundamental policy is not expected to
materially affect the way in which the fund is managed.
The current fundamental 80% investment policy for Fidelity
Massachusetts Municipal Money Market Fund is as follows:
"The fund will normally invest so that at least 80% of its income
distributions are exempt 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 proposed
non-fundamental policy 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 and when it is adopted without having to
incur the potential costs and delays of conducting a shareholder
meeting.
The SEC proposed the Name Test Rule in February 1997. The Name Test
Rule governs the use of mutual fund names and, if and when
eventually adopted by the SEC, may apply to the fund. If a
definitive version of the rule is ultimately adopted, the fund's 80%
policy may require modification to comply with the requirements of the
definitive rule. Briefly stated, eliminating the fund's fundamental
80% investment policy and adopting the proposed non-fundamental policy
will give the Trustees the flexibility to comply more quickly with the
definitive Name Test Rule , if and when adopted .
In addition, because the proposed asset-based test can be efficiently
monitored, adopting an asset-based 80% investment policy may
facilitate the fund's compliance efforts.
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 proposed non-fundamental 80% policy, while not requiring
shareholder approval, would require approval of the Board.
In sum, it is not expected that approval of the proposal will have a
material effect on the way the fund is currently 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 approving the
elimination of the fund's fundamental 80% investment policy and
adopting the proposed non-fundamental 80% investment policy
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 80 % policy will remain
unchanged.
8. TO ELIMINATE SPARTAN MASSACHUSETTS 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. 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," which is standard for other Fidelity municipal bond funds ,
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 elimination
of the current fundamental policy and the adoption of the proposed
non-fundamental policy is not expected to materially affect the way
in which the fund is managed.
The current fundamental 80% investment policy for Spartan
Massachusetts Municipal Income Fund is as follows:
"The fund will invest so that at least 80% of its income
distributions are exempt from federal and Massachusetts personal
income taxes."
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 and Massachusetts
personal income taxes."
DISCUSSION OF PROPOSED MODIFICATION. Eliminating the fund's
fundamental 80% investment policy and adopting the proposed
non-fundamental policy 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 and when it is adopted, without having to
incur the potential costs and delays of conducting a shareholder
meeting.
The SEC proposed the Name Test Rule in February 1997. The Name Test
Rule governs the use of mutual fund names and, if and when
eventually adopted by the SEC, may apply to the fund. If a
definitive version of the rule is ultimately adopted, the fund's 80%
policy may require modification to comply with the requirements of the
definitive rule. Briefly stated, eliminating the fund's fundamental
80% investment policy and adopting the proposed non-fundamental policy
will give the Trustees the flexibility to comply more quickly with the
definitive Name Test Rule , if and when adopted .
In addition, because the proposed asset-based test can be efficiently
monitored, adopting an asset-based 80% investment policy may
facilitate the fund's compliance efforts.
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 proposed non-fundamental 80% policy, while not requiring
shareholder approval, would require approval of the Board.
In sum, it is not expected that approval of the proposal will have a
material effect on the way the fund is currently 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 proposed non-fundamental 80% investment policy 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 80% poli cy will remain unchanged.
9. TO MODIFY SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND'S
FUNDAMENTAL INVESTMENT OBJECTIVE.
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, a proposal that would modif y
the fund's investment objective. The proposal is intended to
allow the fund to communicate more clearly its investment objective
b y standardizing its investment disclosure in a manner consistent
with other Fidelity funds with similar investment disciplines .
The fund's fundamental investment objective currently reads as
follows:
"Spartan Massachusetts Municipal Income Fund seeks as high a level of
current income, exempt from federal income tax and Massachusetts
personal income tax, as is consistent with its standard of quality and
maturity.
Because the fund's objective is fundamental, it cannot be modified
or eliminated without a vote of the fund's shareholders.
If the proposal is approved, the fund's fundamental investment
objective would rea d as follows (additional language is
((underlined)) and deleted language is [bracketed]):
"Spartan Massachusetts Municipal Income Fund seeks [as] ((a)) high
[a] level of current income, exempt from federal income tax and
Massachusetts personal income tax [, as is consistent with its
standard of quality and maturity].
Modifying the fund's investment objective will allow the fund
to communicate more clearly its investment objective to shareholders.
The modifications to the fund's fundamental investment
objective are not expected to materially affect the way the
fund is managed.
CONCLUSION. The Board of Trustees has concluded that modifying
the fund's investment objective is in the best interest of the
fund and its shareholders. The Trustees recommend voting FOR the
proposal. If approved by shareholders, the changes will become
effective when disclosure is revised to reflect them. If the proposal
is not approved by the fund's shareholders, the fund's current
fundamental investment objective will remain unchanged.
10. TO ELIMINATE CERTAIN OF SPARTAN MASSACHUSETTS MUNICIPAL INCOME
FUND'S FUNDAMENTAL POLICIES.
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, eliminat ion of certain
fundamental investment policies. E limination of these policies
will allow the fund to communicate more clearly its investment
strategies by standardizing its investment disclosure in a
manner consistent with other Fidelity funds with similar investment
disciplines. E limination of these investment policies is not
expected to materially affect the way the fund is managed.
Certain fundamental investment policies of the fund read as follows:
The fund invests primarily in municipal bonds judged by FMR to be of
investment-grade quality. The fund may invest up to one-third of its
assets in lower-quality bonds but may not purchase bonds that are
judged by FMR to be equivalent quality to those rated lower than B.
If the proposal is approved, these fundamental investment policies
would be eliminated. Because the foregoing policies are fundamental,
they cannot be modified or eliminated without shareholder approval.
DISCUSSION OF PROPOSED MODIFICATION. Eliminating the foregoing
fundamental policies 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, more restrictive non-fundamental policy of investing in
investment-grade securities. The fund does not currently invest, or
intend to invest, in securities rated below investment-grade. 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 policy will have no material effect on
the way the fund is managed.
CONCLUSION. The Board of Trustees has concluded that
eliminating the foregoing fundamental investment policies
regarding investment in investment-grade debt securities and
securities rated below investment-grade will benefit the fund and its
shareholders. The Trustees recommend voting FOR the proposal. If
approved by shareholders, the elimination of the policies will become
effective when disclosure is revised to reflect the changes. If the
proposal is not approved by shareholders of the fund, the fund's
current fundamental policies will remain in effect.
11. TO ELIMINATE SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND'S
FUNDAMENTAL 20% INVESTMENT POLICY.
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, a proposal to eliminate the fund's
fundamental 20% investment policy. Eliminating this policy will
allow the fund to standardize its investment policies in a manner
consistent with other Fidelity state municipal bond funds.
The current fundamental 20% investment policy for the fund is as
follows:
During periods when FMR believes that state tax-free obligations that
meet the fund's standards are not available, the fund may invest up to
20% of its assets in obligations whose interest payments are only
federally tax-exempt."
If the proposal is approved, the fund's fundamenta l 20%
investment policy would be eliminated. Because the policy is
fundamental, it cannot be modified or eliminate d without
shareholder approval.
DISCUSSION OF PROPOSED MODIFICATION. Eliminating the fund's
fundamental 20% inv estment policy will allow the fund to invest
during normal market con ditions in securities whose interest is
not exempt from Massachusetts personal income tax , including
shares of non-publicly offered money market or short-term bond
funds managed by FMR or an affiliate of FMR . Providing the fund
with additional flexibility to invest in securities whose interest is
not exempt from Massachusetts personal income tax is
consistent with the standard policy for other Fidelity state municipal
bond funds. Eliminating the fundamental 20% investment policy
will not affect the fund's investment objective of seeking a high
level of current income exempt from federal income tax and
Massachusetts personal income tax .
CONCLUSION. The Board of Trustees has concluded that eliminating the
fund's fundamental 20% investment policy will benefit the fund and the
fund's shareholders. The Trustees recommend voting FOR the proposal.
Upon shareholder approval, the change will become effective when the
fund's disclosure is revised to reflect i t. If the proposal is
not approved by the shareholders of the fund, the fund's current
fundamental 20 % investment policy 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 Spartan Massachusetts Municipal Money Market Fund, Fidelity
Massachusetts Municipal Money Market Fund and Spartan Massachusetts
Municipal Income Fund and advised by FMR is contained in the Table of
Average Net Assets and Expense Ratios in Exhibit 5 beginning on page
67.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; Peter
S. Lynch, Vice Chairman; and Abigail P. Johnson, Senior Vice
President. With the exception of Ms. Johnson, each of the Directors is
also a Trustee of the trust . Messrs. Johnson 3d, Pozen, John H.
Costello, Matthew N. Karstetter, Eric D. Roiter, Stanley N. Griffith,
Thomas Simpson, Richard A. Silver, Fred L. Henning, Jr., Boyc e I.
Greer, Dwight D. Churchill, Scott A. Orr, and Ms. Christine
Thompson are currently officers of the trust and officers or employees
of FMR or FMR Corp. With the exception of Mr. Karstetter, 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 February 1, 1998 through September 30, 1999, no
transactions were entered into by Trustees and nominees as Trustee of
the trust involving more than 1% of the voting common, non-voting
common and equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FIMM
FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to certain Fidelity funds and
investment advice with respect to fixed-income instruments.
Funds with investment objectives similar to Spartan Massachusetts
Municipal Money Market Fund, Fidelity Massachusetts Municipal Money
Market Fund, and Spartan Massachusetts 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 5 and Exhibit 6
beginning on page 68.
The Directors of FIMM are Edward C. Johnson 3d, Chairman, and Robert
C. Pozen, President. Mr. Johnson 3d also is President and a Trustee of
the trust and of other funds advised by FMR; Chairman, Chief Executive
Officer, President, and a Director of FMR Corp.; Chairman of the Board
and of the Executive Committee of FMR; a Director of FMR; and Chairman
and Director of Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
and Fidelity Management & Research (Far East) Inc. (FMR Far East). In
addition, Mr. Pozen is Senior Vice President and a Trustee of the
trust and of other funds advised by FMR; a Director of FMR Corp.;
Director of FMR; and President and Director of FMR U.K. and FMR Far
East. Each of the Directors is a stockholder of FMR Corp. The
principal business address of the Directors is 82 Devonshire Street,
Boston, Massachusetts 02109.
PRESENT MANAGEMENT CONTRACTS OF
FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET FUND AND
SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND
Each fund employs FMR to furnish investment advisory and other
services. Under its management contract with each fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of each fund in accordance with its
investment objective, policies, and limitations. FMR also provides
each fund with all necessary office facilities and personnel for
servicing each fund's investments, compensates all officers of each
fund and all Trustees who are "interested persons" of the trust or of
FMR, and all personnel of each fund or FMR performing services
relating to research, statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal and state laws;
developing management and shareholder services for each fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue
under the proposed management contract described in proposal 4.
In addition to the management fee payable to FMR, the funds reimburse
Citibank N.A. (Citibank) for its services as the funds' custodian,
transfer agent, and service agent. Previously, the funds reimbursed
UMB, Bank n.a. (UMB) as the funds' custodian, transfer agent, and
service agent. Prior to June 21, 1999, UMB acted as each fund's
custodian, transfer agent, and service agent. Although each fund's
current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders, the
trust, on behalf of each fund, has entered into a revised
transfer agent agreement with Citibank, pursuant to which Citibank
bears the costs of providing these services to existing shareholders.
Other expenses paid by each fund include interest, taxes, brokerage
commissions, and each fund's proportionate share of insurance premiums
and Investment Company Institute dues. The funds are also liable for
such non-recurring expenses as may arise, including costs of any
litigation to which the funds may be a party, and any obligation they
may have to indemnify the trust's officers and Trustees with respect
to litigation.
Effective June 21, 1999, Citibank has entered into a sub-agreement
with Fidelity Service Company, Inc. (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 each fund. (Prior to June 21, 1999, UMB had a
sub-agreement with FSC.) Under both sub-agreements, 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 UMB on behalf
of Fidelity Massachusetts Municipal Money Market Fund and and Spartan
Massachusetts Municipal Income Fund for the fiscal year ended January
31, 1999 were $ 2,180,588 an d $1,509,665, r espectively.
Citibank did not pay any fees to FSC on behalf of the funds for the
fiscal year ended January 31, 1999.
Each 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. Each
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.
FMR is each fund's manager pursuant to a management contract dated
February 1, 1994 which was approved by shareholders on January 19,
1994.
For the services of FMR under each management contract, each 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 $702 billion of group net assets - the approximate level for
January 1999 was .1313%, which is the weighted average of the
respective fee rates for each level of group net assets up to $702
billion.
On August 1, 1994 , 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> <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 .3700% $ 50 billion .2188%
3 - 6 .3400 100 .1869
6 - 9 .3100 150 .1736
9 - 12 .2800 200 .1652
12 - 15 .2500 250 .1587
15 - 18 .2200 300 .1536
18 - 21 .2000 350 .1494
21 - 24 .1900 400 .1459
24 - 30 .1800 450 .1427
30 - 36 .1750 500 .1399
36 - 42 .1700 550 .1372
42 - 48 .1650 600 .1349
48 - 66 .1600 650 .1328
66 - 84 .1550 700 .1309
84 - 120 .1500 750 .1291
120 - 156 .1450 800 .1275
156 - 192 .1400 850 .1260
192 - 228 .1350 900 .1246
228 - 264 .1300 950 .1233
264 - 300 .1275 1,000 .1220
300 - 336 .1250 1,050 .1209
336 - 372 .1225 1,100 .1197
372 - 408 .1200 1,150 .1187
408 - 444 .1175 1,200 .1177
444 - 480 .1150 1,250 .1167
480 - 516 .1125 1,300 .1158
516 - 587 .1100 1,350 .1149
587 - 646 .1080 1,400 .1141
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
</TABLE>
Each fund's individual fund fee rate is 0.25%. Based on the average
group net assets of the funds advised by FMR for January 1999, each
fund's annual management fee rate would be calculated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Management Fee Rate
Fidelity Massachusetts 0.1313% + 0.25% = 0.3813%
Municipal Money Market
Spartan Massachusetts 0.1313% + 0.25% = 0.3813%
Municipal Income
</TABLE>
One-twelfth of this annual management fee rate is applied to each
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 $ 5,185,959 and $4,986,933 for its
services as investment adviser to Fidelity Massachusetts Municipal
Money Market Fund and Spartan Massachusetts Municipal Income Fund,
respectively. The fees were equivalent to .38% of the average net
assets of Fidelity Massachusetts Municipal Money Market Fund and
Spartan Massachusetts Municipal Income Fund.
FMR may, from time to time, 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.
FMR has voluntarily agreed, subject to revision or termination, to
reimburse Spartan Massachusetts Municipal Income to the extent that
its total operating expenses, as a percentage of its respective
average net assets exceed 0.55%.
PRESENT MANAGEMENT CONTRACT OF
SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET 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.
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; 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, shareholder services, pricing and bookkeeping
services, and administration of the fund's securities lending program.
FMR pays all other expenses of the fund with the following
exceptions: fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR (the non-interested
Trustees), interest, taxes, brokerage commissions (if any), and such
nonrecurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated
February 14, 1991 which was approved by FMR, as the then sole
shareholder of the fund on F ebruary 14, 1991 . The management
fee paid to FMR is reduced by an amount equal to the fees and expenses
paid by the fund to the non-interested Trustees.
For the services of FMR under the management contract, the fund pays
FMR a monthly management fee at the annual rate of 0.50% 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 January 31, 1999 from the fund
were $4,156,971.
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.
FMR may, from time to time, 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.
SUB-ADVISORY AGREEMENTS
FMR has entered into a sub-advisory agreement with Fidelity
Investments Money Management, Inc. (FIMM) pursuant to which FIMM has
primary responsibility for providing portfolio investment management
services to each fund. Each sub-advisory agreement is dated January 1,
1999.
Under the sub-advisory agreements, FMR pays FIMM fees equal to 50% of
the management fee payable to FMR under its management contract with
each fund. The fees paid to FIMM are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to
time. For the fiscal year ended January 31,1999, FMR paid FIMM on
behalf of Spartan Massachusetts Municipal Money Market Fund and
Fidelity Massachusetts Municipal Money Market Fund fees of
$2,078,486 and $2,592,980, respectively.
For the fiscal year ended January 31,1999, FMR paid FIMM on behalf of
Spartan Massachusetts Municipal Income Fund fees of $218,569.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of each fund by FMR pursuant to authority contained
in the fund's management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) 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.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Company, Inc.,
P.O. Box 789, Boston, Ma 02109, whether other persons are beneficial
owners of shares for which proxies are being solicited and, if so, the
number of copies of the Proxy Statement and Annual Reports you wish to
receive in order to supply copies to the beneficial owners of the
respective shares.
EXHIBIT 1
((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED
((FORM OF)) AMENDED AND RESTATED DECLARATION OF TRUST
The language to be added to the current Declaration of Trust is
((underlined)), and the language to be deleted is set forth in
[brackets]. Headings that were underlined in the trust's current
Declaration of Trust remain underlined in this Exhibit.
AMENDED AND RESTATED DECLARATION OF TRUST, made [March 17, 1994(( ,))
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 Trust was initially made on December 14, 1981 by Edward
C. Johnson((,)) 3d, Caleb Loring and Frank Nesvet in order to
establish a trust fund for the investment and reinvestment of funds
contributed thereto; [and]
[WHEREAS, this Declaration of Trust was Amended and Restated on
August 1, 1989; 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 Massachusetts
Municipal 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) "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)))[c] "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))) [d] "Shareholder" means a record owner of Shares of the
Trust;
(((g))) [f] "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))
[class] or ((Classes)) [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)) [shares] 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))) [(b) The] "Trust" refers to ["]Fidelity Massachusetts
Municipal Trust["] and reference to the Trust, when applicable to one
or more Series of the Trust, shall refer to any such series;
(((j))) [(i) The] "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;
(((k))) [(g) The] "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[. and]((.)) [each]
((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 [or] of any Series or [class
of Shareholders] ((Class)) of the ((Trust))[,](((a))) to create and
establish (and to change in any manner) Shares or any Series or
[classes] ((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] ((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]
((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.)) 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((,
securities,)) or [securities] ((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]
((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. Any general liabilities,
expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be
allocated and charged by the Trustees between or among any one or more
of the Series in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series for all purposes. 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.
[LIMITATION OF PERSONAL LIABILITY]
((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
and its assets but the] the [omission of such a recitation shall not
operate to bind any Shareholder. ((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; ((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 who shall serve until such election and until their
successors are elected and qualified shall be Edward C. Johnson 3d,
Caleb Loring, Jr. and Arthur S. Loring 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,] ((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 ] ((1940)) Act [of
1940]. 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.
[Within three months of such appointment the Trustees shall cause
notice of such appointment to be mailed to each Shareholder at his
address as recorded on the books of the Trust.] An appointment of a
Trustee may be made by the Trustees then in office [and notice thereof
mailed to Shareholders as aforesaid] 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 TRUSTEE((S))
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.
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. [The Trustees] ((Except
as otherwise provided herein or in the 1940 Act,)) 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] ((one or more)) bank((s,)) [or] trust
compan[y]((ies, companies that are members of anational 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)) [custodian]
((adviser, manager, custodian, underwriter, or other agent ))or
((independent)) [underwriter.]((contractor.))
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section [4(b)]hereof.
(j) To vote or give assent[,] or exercise any rights of ownership[,]
with respect to stock or other securities or property; and to execute
and deliver powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper.
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities.
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered((,)) or other negotiable form;
or either in its own name or in the name of a custodian or a nominee
or nominees((.)) [, subject in either case to proper safeguards
according to the usual practice of Massachusetts trust companies or
investment companies.]
(m) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article III ((and to establish
Classes of such Series having relative rights, powers, and duties as
the Trustees may provide consistent with applicable laws)).
(n) To allocate assets, liabilities((,)) and expenses of the Trust to
a particular Series ((or Class, as appropriate,)) or to apportion the
same between or among two or more Series[,] ((or Classes, as
appropriate,)) provided that any liabilities or expenses incurred by a
particular Series ((or Class)) shall be payable solely out of the
assets belonging to that Series as provided for in Article III.
(o) To consent to or participate in any plan for the reorganization,
consolidation ((,)) or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract,
lease, mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust.
(p) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy ((,)) including, but
not limited to, claims for taxes.
(q) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for.
(r) To borrow money ((,)) and to pledge, mortgage ((,)) or
hypothecate the assets of the Trust, subject to the applicable
requirements of the 1940 Act.
(s) To establish, from time to time, a minimum total investment for
Shareholders[,]and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving
notice to such Shareholder.
(((t) To operate as and carry on the business of an investment
company and to exercise all the powers necessary and appropriate to
the conduct of such operations.))
(((u) To interpret the investment policies, practices or limitations
of any Series.))
(((v) 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.))
[(t)] (((w)))Notwithstanding any other provision hereof, to invest
all of the assets of any [s]((S))eries in a single open-end investment
company, including investment by means of transfer of such assets in
exchange for an interest or interests in such investment company[;].
((The foregoing clauses shall be construed both as objects and
powers, and the foregoing enumeration of specific powers shall not be
held to limit or restrict in any manner the general powers of the
Trustees. Any action by one or more of the Trustees in their capacity
as such hereunder shall be deemed an action on behalf of the Trust or
the applicable Series and not an action in an individual capacity.))
((The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust or any Series or
Class thereof.))
No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
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. [The] ((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 [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,)) 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 [t]((T))rust 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, the Trustees
may((,)) in their discretion ((and)) from time to time ((,)) enter
into an investment advisory or management contract(s) with respect to
the Trust or any Series thereof whereby the other party(ies) to such
contract(s) shall undertake to furnish the Trustees such management,
investment advisory, statistical((,)) and research facilities and
services and such other facilities and services, if any, and all upon
such terms and conditions, as the Trustees may ((,)) in their
discretion((,)) determine. Notwithstanding any provisions of this
Declaration of Trust, the Trustees may authorize the investment
adviser(s) (subject to such general or specific instructions as the
Trustees may from time to time adopt) to effect purchases, sales or
exchanges of portfolio securities and other investment instruments of
the Trust on behalf of the Trustees or may authorize any officer,
agent, or Trustee to effect such purchases, sales ((,)) or exchanges
pursuant to recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales((,)) and
exchanges shall be deemed to have been authorized by all of the
Trustees.
The Trustees may, subject to applicable requirements of the 1940 Act,
((as modified by or interpreted by any applicable order or orders of
the Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder,)) including those relating to
Shareholder approval, authorize the investment adviser to employ one
or more sub-advisers from time to time to perform such of the acts and
services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment adviser and
sub-adviser.
PRINCIPAL UNDERWRITER
Section 2. The Trustees may in their discretion from time to time
enter into [(a)] ((an exclusive or non-exclusive)) contract(s) ((on
behalf of the Trust or any Series or Class thereof)) providing for the
sale of the Shares, whereby the Trust may either agree to sell the
Shares to the other party to the contract or appoint such other party
its sales agent for such Shares. In either case, the contract shall be
on such terms and conditions as may be prescribed in the Bylaws, if
any, and such further terms and conditions as the Trustees may((,)) in
their discretion((,)) determine not inconsistent with the provisions
of this Article VII[,] or of the Bylaws, if any[;]((.)) [and
s]((S))uch contract may also provide for the repurchase or sale of
Shares by such other party as principal or as agent of the Trust.
TRANSFER AGENT
Section 3. The Trustees may((,)) in their discretion ((and)) from
time to time((,)) enter into [a] ((one or more)) transfer agency and
Shareholder service contract((s)) 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((,)) [(including any
amendments thereof] ((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 any 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 [(i)] (((a)))
for the election of Trustees as provided in Article IV, Section 2[,
(ii)] ((; (b)))for the removal of Trustees as provided in Article IV,
Section 3(d) [, (iii)] (((c))) with respect to any investment advisory
or management contract as provided in Article VII,Section((s)) 1 and 5
[, (iv)]((; (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[,(v)]((; (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[vi](((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 [Securities and Exchange] Commission [the
("Commission")] or any [S]((s))tate,as the Trustees may consider
desirable.
On any matter submitted to a vote of the Shareholders, all
[s]((S))hares shall be voted by individual Series, except [(i)] ((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 [(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 shall be
voted on by such Class or Classes.)) A shareholder of each
[s]((S))eries ((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 [s]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 [same may be amended from time to time,]
((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 trust company ((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 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:
[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.))
The Trustees may also authorize the custodian to employ one or more
sub-custodian 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 trust company] ((, a company that is
a member of a national securities exchange, trust company, or))
((other entity permitted)) [organized] under the [laws] ((1940 Act, as
modified by or interpreted by any applicable order or orders)) of the
[United States] ((Commission or any rules or regulations adopted)) or
[one] ((interpretative releases)) of the [states thereof and]
((Commission thereunder,)) having capital, surplus((,)) and undivided
profits of at least two million dollars ($2,000,000)((,)) or such
other [person] ((amount)) as [may] ((shall)) be [permitted]
((allowed)) by the Commission[,]or [otherwise in accordance with]
((by)) 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, sub-custodians, 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 stock dividend))
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]
((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.))
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]
((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]
((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.
[SHAREHOLDERS]
((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]
((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 [partnership is created
hereby.] ((legal relationship other than a trust.)) 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, contact((,)) 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' 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
dividend((s)),or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect; or in lieu of closing the stock transfer books as aforesaid,
the Trustees may fix in advance a date not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for
payment of any dividend((s)),or the date for the allotment of rights,
or the date when any change or conversion or exchange of Shares shall
go into effect, as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting,
or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of Shares, and in such case such
Shareholders and only such Shareholders as shall be Shareholders of
record on the date so fixed shall be entitled to such notice of, and
to vote at, such meeting, or to receive payment of such dividend, or
to receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on the
books of the Trust after any such record date fixed or aforesaid.
[TERMINATION OF TRUST]
((DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.))
Section 4.
[(a)] ((SECTION 4.1. DURATION.)) [This] ((The)) Trust shall continue
without limitation of time((,)) but subject to the provisions [of
sub-section (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 of the Trust or any affected Series
to another trust, partnership, association or corporation organized
under the laws of any state which is a diversified open-end management
investment company as defined in the 1940 Act, for adequate
consideration which may include the assumption of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of
the Trust or any affected Series, and which may include shares of
beneficial interest or stock of such trust, partnership, association
or corporation; or]
[(ii) at any time sell and convert into money all of the assets of
the Trust or any affected Series.]
((SECTION 4.2. TERMINATION OF THE TRUST, A SERIES OR A CLASS. (a)
Subject to applicable Federal and state law, the Trust or any Series
or Class thereof may be terminated (i) by Majority Shareholder Vote of
the Trust, each Series affected, or each Class affected, as the case
may be; or (ii) without the vote or consent of Shareholders by a
majority of the Trustees either at a meeting or by written consent.
The Trustees shall provide written notice to the affected Shareholders
of a termination effected under clause (ii) above. Upon the
termination of the Trust or the Series or Class,))
(((i) the Trust or the Series or Class shall carry on no business
except for the purpose of winding up its affairs;))
(((ii) the Trustees shall proceed to wind up the affairs of the
Trust or the Series or Class, and all of the powers of the Trustees
under this Declaration of Trust shall continue until the affairs of
the Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust or the Series or Class thereof;
collect its assets; sell, convey, assign, exchange, transfer, or
otherwise dispose of all or any part of the remaining Trust property
or Trust property allocated or belonging to such Series or Class to
one or more persons at public or private sale for consideration that
may consist in whole or in part of cash, securities, or other property
of any kind; discharge or pay its liabilities; and do all other acts
appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer, or other disposition of
all or substantially all the Trust property or Trust property
allocated or belonging to such Series or Class (other than as provided
in (iii) below) shall require Shareholder approval in accordance with
Section 4.3 below; and))
[Upon making provision] (((iii) after paying or adequately
providing)) for the payment of all ((liabilities, and upon receipt
of)) such [liabilities in either (i) or (ii), by such assumption or
otherwise,] ((releases, indemnities, and refunding agreements as they
deem necessary for their protection,)) the Trustees [shall] ((may))
distribute the remaining [proceeds] ((Trust property)) or ((the
remaining property of the terminated Series or Class, in cash or in
kind or partly each)) [assets (as the case may be) ratably] ((,))
among the [ holders ] ((Shareholders)) of the [Shares of the] Trust or
[any affected] ((the)) Series [then outstanding.]((or Class according
to their respective rights; and))
[(c) Upon completion] (((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 [remaining proceeds or] ((Trust and file with)) the
[remaining assets] ((Secretary of The Commonwealth of Massachusetts,))
as [provided] ((appropriate, an instrument)) in [sub-section (b),]
((writing setting forth)) the [Trust or any affected Series shall
terminate] ((fact of such termination,)) and the Trustees shall
((thereupon)) be discharged [of any and] ((from)) all further
liabilities and duties [hereunder] ((with respect to the Trust or the
terminated Series or Class,)) and the [right, title] ((rights)) and
[interest] ((interests)) of all [parties] ((Shareholders of the Trust
or the terminated Series or Class)) shall [be cancelled and
discharged.]((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 thereof may merge or
consolidate with any other corporation, association, trust, or other
organization or may sell, lease, or exchange all or substantially all
of the Trust property or Trust property allocated or belonging to such
Series, 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, 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.))
((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 of the Trust property or the Trust
property allocated or belonging to such Series 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 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 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 thereof sells, conveys, or transfers
substantially all of its assets to another entity or merges or
consolidates with another entity.))
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))eclaration 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] ((Except as specifically
provided herein,)) the Trustees [and] ((may, without shareholder vote,
amend or otherwise supplement this Declaration of Trust by making an
amendment,)) a [Majority Shareholder Vote,] ((Declaration of Trust
supplemental hereto)) or [by] ((an amended and restated Declaration of
Trust. Shareholders shall have the right to vote (a) on)) any [larger]
((amendment that would affect their right to)) vote [which] ((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 [applicable] law or [this Declaration of Trust in]
((by the Trust's registration statement filed with the Commission; and
(e) on)) any [particular case,] ((amendment submitted to them by the
Trustees. Any amendment required or permitted to be submitted to
Shareholders that, as)) 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] ((determine,)) shall affect the Shareholders
of one or more Series [but not the Shareholders of all outstanding
Series] ((or Classes)) shall be authorized by vote of the Shareholders
[holding a majority of the Shares entitled to vote] of each Series
((or Class)) affected and no vote [of Shareholders] of ((shareholders
of)) a Series ((or Class)) not affected shall be required. [Amendments
having the purpose of changing the name of the Trust or of supplying]
((Notwithstanding anything else herein,)) any [omission, curing any
ambiguity or curing, correcting or supplementing any defective or
inconsistent provision contained herein] ((amendment to Article XI
))shall not [require authorization by Shareholder vote. Copies of]
((limit)) the [supplemental declaration] ((rights to indemnification
or insurance provided therein with respect to action or omission)) of
[trust shall be filed as specified in Section 5 of this Article XII.]
((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((,)) 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 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 2
[BRACKETED] LANGUAGE WILL BE DELETED
((UNDERLINED)) LANGUAGE WILL BE ADDED
((FORM OF))
MANAGEMENT CONTRACT[:]
BETWEEN
FIDELITY MASSACHUSETTS MUNICIPAL TRUST:
[FIDELITY MASSACHUSETTS TAX-FREE MONEY MARKET PORTFOLIO]
((FIDELITY MASSACHUSETTS MUNICIPAL MONEY MAKKET FUND))
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION] ((AMENDMENT)) made this [1st] ___day of
[February,1994] _____ 2000, by and between Fidelity
Masschusetts Municipal 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 Massachusetts
Tax-Free Money Market Portfolio] ((Fidelity Massachusetts Municipal
Money Market 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 February 1, 1994 to a modification of said
Contract in the manner set forth below. The Modified Management
Contract shall when executed by duly authorized officers of the Fund
and the Adviser, take effect on the later of _______,___ or the first
day of the month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser 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 [Portfolio] ((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
[Rate] and an Individual Fund Fee [Rate].
a) Group Fee Rate. The [g]((G))roup [f]((F))ee [r]((R))ate 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
[charter] ((fund's Declaration)) of [each investment company)] ((Trust
or other organizational document))) determined as of the close of
business on each business day throughout the month. The [g]((G))roup
[f]((F))ee [r]((R))ate shall be determined on a cumulative basis
pursuant to the following schedule[.]((:))
Average Net Assets Annualized Fee Rate (for each
level)
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 [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be .25%.
The sum of the [g]((G))roup [f]((F))ee [r]((R))ate, calculated as
described above to the nearest millionth, and the [i]((I))ndivdiudal
[f]((F))und [f]((F))ee [r]((R)))ate shall constitute the [a]((A))nnual
[m]((M))anagement [f]((F))ee [r]((R))ate. One-twelfth of the
[a]((A))nnual [m]((M))anagement [f]((F))ee [r]((R))ate 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 [of the
Fund)] ((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((,))
[other than those expressly stated to be payable by the Adviser
hereunder,] which expenses ayable 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 [and Trustees] 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 [June
30, 1994] ((May 31, 2000)) and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved
at least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent[, such consent
on] ((subject to)) the [part] ((provisions of Section 15)) of the
[Fund to be authorized by] ((1940 Act, as modified by or interpreted
by)) [vote] ((any applicable order or orders)) of [a majority of] the
[outstanding voting securities] ((Securities and Exchange Commission
(the "Commission") or any rules or regulations adopted by, or
interpretative releases)) of((,)) the [Portfolio.] ((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
[BRACKETED] LANGUAGE WILL BE DELETED
((UNDERLINED)) LANGUAGE WILL BE ADDED
((FORM OF))
MANAGEMENT CONTRACT
BETWEEN
((FIDELITY MASSACHUSETTS MUNICIPAL)) TRUST
AND
[FIDELITY MASSACHUSETTS TAX-FREE HIGH YIELD PORTFOLIO]
((SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND))
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION] ((AMENDMENT)) made this [1st]__ day of [February,
1994,] _____ 2000 , by and between Fidelity Massachusetts
Municipal 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 Massachusetts Tax-Free High Yield
Portfolio] ((Spartan Massachusetts Municipal Income Fund))
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser")[.] ((as set forth in its entirety below.))
((Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated February 1, 1994, to a modification of said
Contract in the manner set forth below. The Modified Management
Contract shall when executed by duly authorized officers of the Fund
and the Adviser, take effect on the later of _______,____ or the first
day of the month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) th 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[Fund's] ((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 [regard] ((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
((Rate)) and an Individual Fund[.]((Rate.))
(a) Group Fee Rate. The [g]((G))roup [f]((F))ee [r]((R))ate 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
[charter] ((fund's Declaration)) of [each investment company)] ((Trust
or other organizational document))) determined as of the close of
business on each business day throughout the month. The [g]((G))roup
[f]((F))ee [r]((R))ate shall be determined on a cumulative basis
pursuant to the following schedules[.]((:))
Average Net Assets Annualized Fee Rate (for each
level)
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 [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be .25%[. of average daily net assets of
the Portfolio.]
The sum of the [g]((G))roup [f]((F))ee [r]((R))ate, calculated as
described above to the nearest millionth, and the[i]((I))ndividual
[f]((F))und [f]((F))ee [r]((R))ate shall constitute the [a]((A))nnual
[m]((M))anagement [f]((F))ee [r]((R))ate. One-twelfth of the
[a]((A))nnual [m]((M))anagement [f]((F))ee ((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 [of the Fund)]
((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,
[other than those expressly stated to be payable by the Adviser
hereunder,] which expenses payable by the Portfolio shall include,
without, (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[officers and]
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 [May
31,1994] ((June 30, 2000)) and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved
at least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent[, such consent
on] ((subject to)) the [part] ((provisions of Section 15)) of the
[Fund to be authorized] ((1940 Act, as modified by or interpreted)) by
[vote] ((any applicable order or orders)) of [a majority of] the
[outstanding voting securities of] ((Securities and Exchange
Commission (the "Commission") or any rules or regulations adopted by,
or interpretative releases of,)) the [Portfolio.]((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 4
[BRACKETED] LANGUAGE WILL BE DELETED
((UNDERLINED)) LANGUAGE WILL BE ADDED
((FORM OF))
MANAGEMENT CONTRACT
BETEWEEN
[FIDELITY MASSACHUSETTS TAX-FREE FUND]:
((FIDELITY MASSACHUSETTS MUNICIPAL TRUST))
SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET [PORTFOLIO] ((FUND))
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION] ((AMENDMENT)) made this [14th] _________ day of
_____ [February 1991] ((2000)), by and between [Fidelity Massachusetts
Tax-Free Fund] ((Fidelity Massachusetts Municipal Trust)), a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Spartan Massachusetts Municipal Money Market [Portfolio]
((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 February 14, 1991, to a modification of said
Contract in the manner set forth below. The Modified Management
Contract shall when executed by duly authorized officers of the Fund
and the Adviser, take effect on the later of _______,____ or the first
day of the month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser undertakes 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 ((and (vi) annual insurance premiums payable on or after
January 1, 2004 to a mutual insurance company for insurance coverage
relating to certain assets held by the Portfolio)). It is understood
that service charges billed directly to shareholders of the Portfolio,
including charges for exchanges, redemptions, or other services, shall
not be payable by the Adviser, but may be received and retained by the
Adviser or its affiliates.
(d) The Adviser[, 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. For the services and facilities to be furnished hereunder, the
Adviser shall receive a monthly management fee, payable monthly as
soon as practicable after the last day of each month, at the annual
rate of .50% of the average daily 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)) those Trustees who are not "interested
persons" of the Fund or the Adviser.
In case of initiation or termination of this Contract during any
month, the fee ((for that month)) shall be reduced proportionately on
the basis of the number of business days during which it is in
effect((,)) [for that month.]
4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security[.] ((or other investment
instrument.))
5. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 5, this Contract shall continue in force until [June
30, 1992] ((May 31, 2000)) and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved
at least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual[consent, such] consent
[on] subject to the [part] ((provisions of Section 15)) of the [Fund
to be authorized] ((1940 Act, as modified by or interpreted)) by[vote
of a majority] ((any applicable order or orders)) of the [outstanding
voting securities] ((Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of,)) the [Portfolio] ((the Commission.))
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
((or other organizational documents)) and agrees that the obligations
assumed by the Fund pursuant to this Contract shall be limited in all
cases to the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust or other organizational document are separate and
distinct from those of any and all other Portfolios.
7((.)) ((This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts,
without giving effect to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the [Securities and Exchange] ((Commission.))
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, ((and their respective seals to be hereunto affixed,)) all
as of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 5
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)
Advisor Intermediate
Municipal Income(x)
Class A 10/31/98 $ 0.8 0.38%
Class T 10/31/98 53.1 0.38
Class B 10/31/98 8.4 0.38
Class C 10/31/98 0.5 0.38
Institutional Class 10/31/98 6.1 0.38
Advisor Municipal Income(x)
Class A 10/31/98 5.1 0.39
Class T 10/31/98 383.4 0.39
Class B 10/31/98 47.1 0.39
Class C 10/31/98 3.0 0.39
Institutional Class 10/31/98 2.7 0.39
Spartan Connecticut Municipal 11/30/98 356.2 0.55
Income
Spartan Florida Municipal 11/30/98 431.3 0.55
Income
Spartan Municipal Income 11/30/98 2,937.2 0.38
Spartan New Jersey Municipal 11/30/98 373.9 0.55
Income
Spartan Intermediate 12/31/98 1,128.0 0.35
Municipal Income
Spartan Michigan Municipal 12/31/98 465.2 0.38(z)
Income
Spartan Minnesota Municipal 12/31/98 303.0 0.35(z)
Income
Spartan Ohio Municipal Income 12/31/98 390.7 0.38(z)
Spartan Pennsylvania 12/31/98 265.8 0.55
Municipal Income
Spartan Massachusetts 1/31/99 1,299.6 0.38
Municipal Income
Spartan New York Municipal 1/31/99 1,144.6 0.38(z)
Income
Spartan California Municipal 2/28/99 1,280.7 0.38
Income
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
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart
or as of August 31, 1999, if fiscal year end figures are not
available.
(b) Average net assets are computed on the basis of average net
assets of each fund or class at the close of business on each business
day throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or
due from Fidelity Management & Research Company (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 a (x).
(d) FMR has entered into sub-advisory agreements with Fidelity
Investments Money Management, Inc. with respect to the fund.
EXHIBIT 6
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)
MUNICIPAL MONEY MARKET (D)
Tax-Exempt Fund (x)
Capital Reserves Class 10/31/98 $ 179.6 0.25%
Daily Money Class 10/31/98 499.3 0.25
Connecticut Municipal Money 11/30/98 446.3 0.38
Market
New Jersey Municipal Money 11/30/98 538.6 0.39
Market
Spartan Connecticut Municipal
Money Market 11/30/98 176.3 0.50
Spartan Florida Municipal 11/30/98 482.7 0.50
Money Market
Spartan New Jersey Municipal 11/30/98 520.5 0.50
Money Market
Michigan Municipal Money Market 12/31/98 315.2 0.38
Ohio Municipal Money Market 12/31/98 374.4 0.38
Spartan Pennsylvania Municipal
Money Market 12/31/98 218.0 0.50
Massachusetts Municipal Money 1/31/99 1,351.8 0.38
Market
New York Municipal Money Market 1/31/99 1,124.5 0.38
Spartan Massachusetts 1/31/99 832.0 0.50
Municipal Money Market
Spartan New York Municipal
Money Market 1/31/99 808.2 0.50
California Municipal Money 2/28/99 1,138.1 0.38
Market
Spartan California Municipal 2/28/99 1,299.7 0.50
Money Market
Tax-Exempt Portfolio (x)
Class I 3/31/99 2,218.9 0.20
Class II 3/31/99 42.6 0.20
Class III 3/31/99 44.9 0.20
Municipal Money Market 8/31/99 5,743.6 0.28
Spartan Arizona Municipal 8/31/99 92.4 0.50
Money Market
Spartan Municipal Money Market 8/31/99 2,224.8 0.40(z)
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart
or as of August 31, 1999, if fiscal year end figures are not yet
available.
(b) Average net assets are computed on the basis of average net
assets of each fund or class at the close of business on each business
day throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or
due from FMR pursuant to voluntary or state expense limitations. Funds
so affected are indicated by a (z). For multiple class funds, the
ratio of net advisory fees to average net assets is presented gross of
reductions for certain Classes, for presentation purposes. Funds so
affected are indicated by a (x).
(d) Fidelity Management & Research Company has entered into a
sub-advisory agreement with Fidelity Investments Money Management,
Inc. with respect to each fund.
MAS-pxs-1199 CUSIP# 315902106/FUND# 074
1.730457.100 CUSIP# 315902205/FUND# 070
CUSIP# 315902304/FUND# 426
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY MASSACHUSETTS MUNICIPAL TRUST: SPARTAN MASSACHUSETTS
MUNICIPAL MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES
The un dersigned, revoking previous proxies, hereby appoint(s)
Edward C. Johnson 3d, Eric D. Roiter and Phyllis Burke D avis, or
any one or more of them, attorneys, with full power of substitution,
to vote all shares of Fidelity Massachusetts Municipal Trust as
indicated above which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at a n
office of the trust at 27 State Street, 10th Floor, Boston, MA 02109,
on January 19, 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.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(426, 074, 070 HH)
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ]FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01)Phyllis Burke Davis, contrary below).
(02)Ralph F. Cox, (03)Robert
M. Gates, (04)Edward C.
Johnson 3d, (05)Donald J.
Kirk, (06)Ned C. Lautenbach,
(07)Peter S. Lynch,
(08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann,
(11)Robert C. Pozen, and
(12)Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE
NOMINEE(S) ON THE LINE
BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
Deloitte & Touche LLP as
independent accountants of
the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Declaration of
Trust.
5. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
management contract for the
fund.
6. To eliminate the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fundamental 80% investment
policy and adopt a
comparable non-fundamental
policy.
SMA/MFS/MFL-PXC-1199 SMA cusip #315902304 fund#426 HH
MFS cusip #315902106 fund#074 HH
MFL cusip #315902205 fund#070 HH
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY MASSACHUSETTS MUNICIPAL TRUST: FIDELITY MASSACHUSETTS
MUNICIPAL MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES
Th e undersigned, revoking previous proxies, hereby appoint(s)
Edward C. Johnson 3d, Eric D. Roiter and Phyllis Burke Davis, or
any one or more of them, attorneys, with full power of
substitution, to vote all shares of Fidelity Massachusetts Municipal
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 January 19, 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.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(426, 074, 070 HH)
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ]FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01)Phyllis Burke Davis, contrary below).
(02)Ralph F. Cox, (03)Robert
M. Gates, (04)Edward C.
Johnson 3d, (05)Donald J.
Kirk, (06)Ned C. Lautenbach,
(07)Peter S. Lynch,
(08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann,
(11)Robert C. Pozen, and
(12)Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE
NOMINEE(S) ON THE LINE
BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
Deloitte & Touche LLP as
independent accountants of
the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Declaration of
Trust.
4. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
management contract for the
fund.
7. To eliminate the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
fundamental 80% investment
policy and adopt a
comparable non-fundamental
policy.
SMA/MFS/MFL-PXC-1199 SMA cusip #315902304 fund#426 HH
MFS cusip #315902106 fund#074 HH
MFL cusip #315902205 fund#070 HH
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY MASSACHUSETTS MUNICIPAL TRUST: SPARTAN MASSACHUSETTS
MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The un dersigned, revoking previous proxies, hereby appoint(s)
Edward C. Johnson 3d, Eric D. Roiter and Phyllis Burke Davis, or
any one or more of them, attorneys, with full power of substitution,
to vote all shares of Fidelity Massachusetts Municipal 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
offi ce of the trust at 27 State Street, 10th Floor, Boston, MA
02109, on January 19, 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.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(426, 074, 070 HH)
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ]FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01)Phyllis Burke Davis, contrary below).
(02)Ralph F. Cox, (03)Robert
M. Gates, (04)Edward C.
Johnson 3d, (05)Donald J.
Kirk, (06)Ned C. Lautenbach,
(07)Peter S. Lynch,
(08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann,
(11)Robert C. Pozen, and
(12)Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE
NOMINEE(S) ON THE LINE
BELOW.)
</TABLE>
______________________________________________________________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
Deloitte & Touche LLP as
independent accountants of
the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Declaration of
Trust.
4. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
management contract for the
fund.
8. To eliminate the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fundamental 80% investment
policy and adopt a
comparable non-fundamental
policy.
9. To modify the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
fundamental investment
objective.
10. To eliminate certain of the FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
fund's fundamental policies.
11. To eliminate the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
fundamental 20% investment
policy.
</TABLE>
SMA/MFS/MFL-PXC-1199 SMA cusip #315902304 fund#426 HH
MFS cusip #315902106 fund#074 HH
MFL cusip #315902205 fund#070 HH
IMPORTANT PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
SPARTAN(Registered trademark) MASSACHUSETTS MUNICIPAL MONEY MARKET
FUND
FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
SPARTAN(Registered trademark) MASSACHUSETTS 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 January 19, 2000.
The purpose of the meeting is to vote on several important proposals
that affect the funds and your investment in them. As a shareholder,
you have the opportunity to voice your opinion on the matters that
affect your fund(s). This package contains information about the
proposals and the materials to use when voting by mail.
Please read the enclosed materials and cast your vote on the proxy
card(s). PLEASE VOTE AND RETURN YOUR CARD(S) PROMPTLY. YOUR VOTE IS
EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
All of the proposals have been carefully reviewed by the Board of
Trustees. The Trustees, most of whom are not affiliated with
Fidelity, are responsible for protecting your interests as a
shareholder. The Trustees believe these proposals are in the best
interest of shareholders. They recommend that you vote for each
proposal.
The following Q&A is provided to assist you in understanding the
proposals. Each of the proposals is described in greater detail in
the enclosed proxy statement.
VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast
your vote, simply complete the proxy card(s) enclosed in this package.
Be sure to sign the card(s) before mailing it in the postage-paid
envelope.
If you have any questions before you vote, please call Fidelity at
1-800-544-8888. 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 PROPOSALS AM I BEING ASKED TO VOTE ON?
You may be asked to vote on the following proposals:
1. To elect a Board of Trustees.
2. To ratify the selection of Deloitte & Touche 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 each of Fidelity
Massachusetts Municipal Money Market Fund and Spartan
Massachusetts Municipal Income Fund.
5. To approve an amended management contract for Spartan
Massachusetts Municipal Money Market Fund.
6. To eliminate Spartan Massachusetts Municipal Money Market
Fund's fundamental 80% investment policy and adopt a
comparable non-fundamental policy.
7. To eliminate Fidelity Massachusetts Municipal Money Market
Fund's fundamental 80% investment policy and adopt a
comparable non-fundamental policy.
8. To eliminate Spartan Massachusetts Municipal Income Fund's
fundamental 80% investment policy and adopt a comparable
non-fundamental policy.
9. To modify Spartan Massachusetts Municipal Income Fund's
fundamental investment objective.
10. To eliminate certain of Spartan Massachusetts Municipal Income
Fund's fundamental policies.
11. To eliminate Spartan Massachusetts Municipal Income Fund's
fundamental 20% investment policy.
WHAT ROLE DOES THE BOARD PLAY? (PROPOSAL 1)
The Trustees oversee the investment policies of each fund. Members of
the Board are fiduciaries and have an obligation to serve the best
interests of shareholders, including approving policy changes such as
those proposed in the proxy statement. In addition, the Trustees
review fund performance, oversee fund activities, and review
contractual arrangements with companies that provide services to the
funds.
WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2)
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. They also
sign or certify any financial statements of the funds that are
required by law to be independently certified and filed with the
Securities and Exchange Commission (SEC).
WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST? (PROPOSAL 3)
The new Declaration of Trust is a more modern form of trust instrument
for a Massachusetts business trust. It gives the Trustees more
flexibility, and, subject to the applicable requirements of federal
and state law, broader authority to act. This increased flexibility
may allow the Trustees to react more quickly to changes in competitive
and regulatory conditions.
Adoption of the new Declaration of Trust will not alter the Trustees'
existing fiduciary obligations to act in the best interests of the
funds' shareholders. Before utilizing any new flexibility that the
new Declaration of Trust may afford, the Trustees must first consider
the shareholders' interests and act in accordance with such interests.
The new Declaration of Trust amends the current Declaration of Trust
in a number of significant ways. Please review the proxy statement
for specific details.
WHY ARE FIDELITY MASSACHUSETTS MUNICIPAL MONEY MARKET FUND AND SPARTAN
MASSACHUSETTS MUNICIPAL INCOME FUND PROPOSING AN AMENDED MANAGEMENT
CONTRACT? (PROPOSAL 4)
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. Each fund's amended
management contract also allows FMR and the trust, on behalf of the
fund, to modify each fund's management contract subject to the
requirements of the Investment Company Act of 1940 (1940 Act).
The amended management contracts 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.
WHY IS SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET FUND PROPOSING AN
AMENDED MANAGEMENT CONTRACT? (PROPOSAL 5)
The amended management contract modifies the list of expenses borne
directly by the fund under its present management contract to include
annual premiums, if any, for insurance coverage provided by a mutual
insurance company. 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.
Please refer to the proxy statement for specific details of the fund's
amended management contract proposal.
WHY WAS THE MUTUAL INSURANCE COMPANY FORMED, AND WHAT TYPE OF LOSSES
WILL IT COVER FOR THE FUND? (PROPOSAL 5)
The fund attempts to maintain a stable net asset value of $1.00 per
share. The possibility exists, however, that certain events such as
the default of a security in the fund's portfolio could cause the fund
to sustain a loss that results in the net asset value of the fund
falling below $1.00 per share. A fund may obtain insurance to
minimize, but not eliminate, the risk of such a loss. Because
insurance provided directly by a third-party insurer can be expensive,
FMR has established its own captive mutual insurance company to offer
insurance to Fidelity money market funds effective January 1, 1999.
The mutual insurance company currently provides participating Fidelity
money market funds with limited coverage (initially up to $100 million
annually) against credit defaults and similar losses on securities in
their investment portfolios. Certain other losses, such as those due
to interest rate fluctuations, are not covered, and despite insurance
coverage, the fund's net asset value could fall below $1.00 per share.
Please refer to the proxy statement for specific details of the fund's
insurance coverage.
HAS THE FUND ALREADY BEGUN PAYING THE ANNUAL PREMIUM FOR THE INSURANCE
COVERAGE? (PROPOSAL 5)
FMR currently bears the cost of the annual premiums for the fund. If
shareholders approve the amended management contract, FMR will
continue to bear such costs until December 31, 2003 for the fund. Any
Fidelity money market fund that participates in the insurance coverage
will be required to pay the annual premiums beginning in 2004.
WHY ARE SPARTAN MASSACHUSETTS MUNICIPAL MONEY MARKET FUND, FIDELITY
MASSACHUSETTS MUNICIPAL MONEY MARKET FUND, AND SPARTAN MASSACHUSETTS
MUNICIPAL INCOME FUND PROPOSING TO ELIMINATE THEIR FUNDAMENTAL 80%
INVESTMENT POLICY AND REPLACE THEM WITH A COMPARABLE NON-FUNDAMENTAL
POLICY? (PROPOSALS 6, 7, AND 8)
By making each 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 (Name Test Rule). In addition, if the proposals are
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
funds' compliance efforts.
The Trustees propose that each fund's existing 80% fundamental policy
be made non-fundamental. Thus, when and if the SEC adopts a definitive
Name Test Rule, the Trustees will have the flexibility to modify each
fund's policy to conform to the new rule without the delay and expense
of a shareholder meeting. The Trustees anticipate that the approval
of the proposals will have no material effect on the funds or their
investment operations.
WHY IS SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND PROPOSING TO MODIFY
ITS FUNDAMENTAL INVESTMENT OBJECTIVE? (PROPOSAL 9)
The primary purpose of this proposal is to allow the fund to
communicate more clearly its investment objective to shareholders.
The proposed amendment of the fund's fundamental investment objective
is not expected to have any material effect on the way the fund is
managed.
WHY IS SPARTAN MASSACHUSETTS MUNICIPAL INCOME FUND PROPOSING TO
ELIMINATE CERTAIN FUNDAMENTAL INVESTMENT POLICIES? (PROPOSALS 10 AND
11)
The primary purpose of these proposals is to allow the fund to
communicate more clearly its investment strategy by standardizing its
investment disclosure in a manner consistent with other Fidelity funds
with similar investment disciplines. The elimination of these
policies is not expected to materially effect the way the fund is
managed.
HAS THE FUND'S BOARD OF TRUSTEES APPROVED EACH PROPOSAL?
Yes. The Board of Trustees has unanimously approved all of the
proposals and recommends that you vote to approve them.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each dollar of net
asset value you own of a fund on the record date. The record date is
November 22, 1999.
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. If you
need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call Fidelity at 1-800-544-8888.
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."
