SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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Check the appropriate box:
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[X] Preliminary Proxy Statement
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[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
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FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of TAX-EXEMPT:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Tax-Exempt (the fund), a series of Fidelity Institutional
Tax-Exempt Cash Portfolios, a single series trust (the trust), will be
held at the office of the trust, 82 Devonshire Street, Boston,
Massachusetts 02109 on December 17, 1997, at 9:45 a.m. Eastern time.
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 amend the fund's fundamental investment limitation concerning
diversification to exclude securities of other investment companies
from the limitation.
2. To approve an Agreement and Plan providing for the reorganization
of the fund from a separate series of one Delaware business trust to
another.
3. To amend the fund's fundamental investment limitation concerning
the concentration of its investments in a single industry.
The Board of Trustees has fixed the close of business on October 20,
1997 as the record date for the determination of the shareholders of
the fund entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
October 20, 1997
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 INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
TO BE HELD ON DECEMBER 17, 1997
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Institutional Tax-Exempt Cash Portfolios (the trust) to be
used at the Special Meeting of Shareholders of Tax-Exempt (the fund)
and at any adjournments thereof (the Meeting), to be held on December
17, 1997 at 9:45 a.m. Eastern time at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the trust and
Fidelity Management & Research Company (FMR), the fund's investment
adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about October 20,
1997. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, 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 fund at an anticipated cost of
approximately $_______. The expenses in connection with preparing this
Proxy Statement and its enclosures and of all solicitations will be
paid by the fund, provided the expenses do not exceed Class I's, Class
II's, or Class III's expense cap of 0.20%, 0.35%, and 0.45% (including
12b-1 fees), respectively. Expenses exceeding each class's expense cap
will be paid by FMR. The fund will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares. The principal business
address of Fidelity Distributors Corporation (FDC), the fund's
principal underwriter and distribution agent, is 82 Devonshire Street,
Boston, Massachusetts 02109. The principal business address of FMR
Texas Inc. (FMR Texas), subadviser to the fund, is 400 East Las
Colinas Boulevard, Irving, Texas 75039.
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, 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 which
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 fund may also arrange to have votes recorded by telephone. D.F.
King & Co. Inc. may be paid on a per-call basis for vote-by-phone
solicitations on behalf of the fund at an anticipated cost of
approximately $______. The expenses in connection with telephone
voting will be paid by the fund, provided the expenses do not exceed
Class I's, Class II's, or Class III's expense cap of 0.20%, 0.35%, and
0.45% (including 12b-1 fees), respectively. Expenses exceeding each
class's expense cap will be paid by FMR. If the fund records votes by
telephone, it 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.
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 class of the fund issued and outstanding as of August
31, 1997 are indicated in the following table:
Class I: ___________
Class II: ___________
Class III: ___________
[INSERT BENEFICIAL OWNERSHIP LANGUAGE]. Shareholders of record at the
close of business on October 20, 1997 will be entitled to vote at the
Meeting. Each such shareholder will be entitled to one vote for each
share held on that date.
[IF APPLICABLE As of August 31, 1997, the nominees and officers of the
trust owned, in the aggregate, less than 1% of the fund[s']
outstanding shares.]
[To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of [each/the fund(s) [and class] on August 31,
1997 was as follows:]
[FMR has advised the trust that for Proposals [LIST ALL APPLICABLE
PROPOSALS] contained in this Proxy Statement, it will vote its shares
at the Meeting [FOR each Proposal.] [To the knowledge of the trust[s],
no [other] shareholder owned of record or beneficially more than 5% of
the outstanding shares of the fund[s] on that date.]
FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
MARCH 31, 1997, CALL 1-800-843-3001 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: APPROVAL OF PROPOSALS 1 THROUGH 3 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF THE FUND. 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.
1. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION.
The fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The Trustees recommend that shareholders of the fund vote to replace
the fund's current fundamental investment limitation with the
following amended fundamental investment limitation governing
diversification:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities,(( or securities of other investment companies)))
if, as a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
The percentage limits in the proposed fundamental limitation
concerning diversification are the percentage limitations imposed by
the 1940 Act for diversified investment companies. The amended
fundamental diversification limitation makes one change from the
current limitation; it would permit the fund to invest without limit
in the securities of other investment companies. Pursuant to an order
of exemption granted by the Securities and Exchange Commission (SEC),
the fund may invest up to 25% of total assets in non-publicly offered
money market funds (the Central Funds) managed by FMR or an affiliate
of FMR. The Central Funds do not currently pay investment advisory,
management, or transfer agent fees, but do pay minimal fees for
services, such as custodian, auditor, and Independent Trustees fees.
If the proposal is approved the fund may increase its investment in
the Central Funds in addition to investing directly in money market
securities. FMR believes that the fund will benefit by having Central
Funds available as an investment alternative without having to incur
the cost of a shareholder meeting.
The SEC has proposed amendments to the regulations applicable to
national tax-exempt money market funds that may limit investment in
the securities of a single issuer (other than U.S. Government
securities) to no more than 5% of a fund's total assets except that a
fund may invest up to 25% of its total assets in the securities of a
single issuer for up to three business days. If the proposed amendment
is adopted, FMR will comply with the amendment. Pursuant to the order
of exemption referred to above, the fund may continue to invest for
cash management purposes up to 25% of total assets in the Central
Funds managed by FMR or an affiliate of FMR.
The fund intends to interpret the fundamental limitation in
accordance with SEC regulations applicable to money market funds.
If this proposal is approved, the amended fundamental diversification
limitation cannot be changed without the approval of the shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of the fund, the
fund's current fundamental diversification limitation will remain
unchanged.
2. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION
OF TAX-EXEMPT FROM A SEPARATE SERIES OF ONE DELAWARE BUSINESS TRUST TO
ANOTHER.
The Board of Trustees has approved an Agreement and Plan of
Reorganization (the Plan of Reorganization) in the form attached to
this Proxy Statement as Exhibit 1. The Plan of Reorganization provides
for a reorganization of Tax-Exempt (the Fund) from a separate series
of Fidelity Institutional Tax-Exempt Cash Portfolios (FITECP), a
Delaware business trust, to a newly-established, separate series of
Fidelity Institutional Cash Portfolios (the Trust), also a Delaware
business trust (the Reorganization).
The investment objective, policies, and limitations of the Fund will
not change except as approved by shareholders and as described in this
proxy statement. A separate series of the Trust will carry on the
business of the Fund following the Reorganization (the Series). The
Series, which has not yet commenced business operations, will have an
investment objective, policies, and limitations identical to those of
the Fund (except as they may be modified pursuant to a vote of the
shareholders as proposed in this proxy statement). Since both FITECP
and the Trust are Delaware business trusts, organized under
substantially similar Trust Instruments, the rights of the security
holders of the Fund under state law and the governing documents are
expected to remain unchanged after the Reorganization (except with
regard to shareholder voting rights as described below), nor will the
Reorganization affect the operation of the Fund in a material manner.
Currently, the same individuals serve as Trustees of both trusts,
except for Robert M. Gates and William O. McCoy. Both trusts are
authorized to issue an unlimited number of shares of beneficial
interest, and each Trust Instrument permits the Trustees to create one
or more additional series or funds. Shareholder voting rights for the
Fund are based on the number of shares owned (share-based voting).
Currently, the Trust has share-based voting. However, the Trust has
filed a proxy statement with the SEC proposing to shareholders of the
Trust to adopt dollar-based voting, which would provide for
shareholder voting rights that are based on the total dollar interest
in a fund. While the differences between the shareholder voting rights
would have no bearing on matters affecting only one fund in a trust
(unless the fund had several classes of shares), on matters requiring
trust-wide votes where all funds in a trust are required to vote (or
where more than one class of a fund vote together), dollar-based
voting provides shareholders voting power that is proportionate to
their economic interest whereas share-based voting may provide
shareholders who own shares with a lower net asset value (NAV) than
other funds in the trust with a disproportionate ability to affect the
vote relative to shareholders of the other funds in the trust.
Similarly, on matters affecting a fund as a whole, where each class of
the fund is required to vote separately on an issue, shareholders who
own shares of a class with a lower NAV than other classes in the fund
would be giving the shareholders of the other classes more voting
"power" than they currently have. On matters affecting only one class,
only shareholders of that class vote on the issue. In this instance,
all shareholders of the class would have the same voting rights, since
the NAV is the same for all shares in a single class. After the
Reorganization, the voting rights of Fund shareholders will change to
reflect those of the Series. For more information regarding voting
rights of shareholders of the Fund, refer to the section of the Fund's
Statement of Additional Information called "Description of the Trust."
The Trust's fiscal year will be the same as that of FITECP, although
the Trustees may change the fiscal year at their discretion.
FMR, the Fund's investment adviser, will be responsible for the
investment management of the Series, subject to the supervision of the
Board of Trustees, under a management contract identical to the
contract in effect between FMR and the Fund (the Present Management
Contract); similarly, FMR Texas, the Fund's sub-adviser, will have
primary responsibility for providing portfolio investment advisory
services to the Series under a Sub-Advisory Agreement substantially
identical to the agreement in effect between FMR Texas and FMR (the
Present Sub-Advisory Agreement).
The Fund's distribution agent, FDC, will distribute shares of the
Series under a General Distribution Agreement identical to the
contract currently in effect between FDC and the Fund.
REASON FOR THE PROPOSED REORGANIZATION. The Fund is presently
organized as a series of FITECP, which has one series of shares or
funds. The Board of Trustees unanimously recommends conversion of the
Fund to a separate series of the Trust (i.e., into the Series) which
will succeed to the business of the Fund. Moving the Fund from FITECP
to the Trust will consolidate and streamline the production and
mailing of certain financial reports and legal documents. THE PROPOSED
CHANGE WILL HAVE NO MATERIAL EFFECT ON SHAREHOLDERS OR THE MANAGEMENT
OF THE FUND.
The proposal to present the Plan of Reorganization to shareholders
was approved by the Board of Trustees of FITECP, including all of the
Trustees who are not interested persons of FMR, on October 17, 1996.
The Board of Trustees recommends that Fund shareholders vote FOR the
approval of the Plan of Reorganization described below. Such a vote
encompasses approval of the conversion of the Fund to a separate
series of the Trust; temporary waiver of certain investment
limitations of the Fund to permit the Reorganization (see "Temporary
Waiver of Investment Restrictions" on page 9); and authorization of
FITECP, as sole shareholder of the Series, to approve (i) a Management
Contract for the Series between the Trust and FMR, (ii) a Sub-Advisory
Agreement between FMR and FMR Texas, with respect to the Series and
(iii) Distribution and Service Plans for Classes I, II, and III under
Rule 12b-1, identical to the contract or Plan, as the case may be, in
effect with the Fund or class immediately prior to the Closing Date.
If shareholders of the Fund do not approve the Plan of Reorganization,
the Fund will continue to operate as a series of FITECP.
SUMMARY OF THE PLAN OF REORGANIZATION. The following discussion
summarizes the important terms of the Plan of Reorganization. This
summary is qualified in its entirety by reference to the Plan of
Reorganization itself, which is attached as Exhibit 1 to this Proxy
Statement.
On the Closing Date of the Reorganization (defined below), the Fund
will transfer all of its assets to the Series, a series of shares of
the Trust established for the purpose of effecting the Reorganization,
in exchange for the assumption by the Series of all of the liabilities
of the Fund and the issuance of shares of beneficial interest in the
Series (Trust Series Shares) equal to the number of Fund shares
outstanding on the Closing Date. Immediately thereafter, the Fund will
distribute one Trust Series Share for each Fund share (the Fund
Shares) held by the shareholder on the Closing Date to each Fund
shareholder, in liquidation of such Fund Shares. Immediately after
this distribution of the Trust Series Shares, the Fund will be
terminated and, as soon as practicable thereafter, will be wound up
and liquidated. UPON COMPLETION OF THE REORGANIZATION, EACH FUND
SHAREHOLDER WILL BE THE OWNER OF FULL AND FRACTIONAL TRUST SERIES
SHARES EQUAL IN NUMBER, DENOMINATION, AND AGGREGATE NET ASSET VALUE TO
HIS OR HER FUND SHARES.
The Plan of Reorganization authorizes FITECP as the then sole initial
shareholder of the Series to approve (i) a Management Contract with
FMR for the Series (the New Management Contract), (ii) a Sub-Advisory
Agreement between FMR and FMR Texas with respect to the Series (the
New Sub-Advisory Agreement), and (iii) Distribution and Service Plans
for Classes I, II, and III (the New Plans) under Rule 12b-1 with
respect to the Series, identical to the contract or plan, as the case
may be, in effect with the Fund or each class immediately prior to the
Closing Date.
The Trust's Board of 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 removal; (c) any Trustee who requests to be retired
by written instrument signed by a majority of the other Trustees or
who is unable to serve due to physical or mental incapacity by reason
of disease or otherwise, death, or for any other reason, may be
retired; and (d) a Trustee may be removed at any Special Meeting of
the shareholders by a vote of two-thirds of the outstanding shares of
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
shareholders, the Trustees then in office will promptly call a
shareholders' meeting for the purpose of electing a Board of Trustees.
Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The New Management Contract, the New Sub-Advisory Agreement, and the
New Plans will take effect on the Closing Date. The New Management
Contract and the New Sub-Advisory Agreement will continue in force
until May 31, 1999. The New Plans will continue in force until April
30, 1999. The contract and agreement will continue in force thereafter
from year to year so long as its continuance is approved at least
annually (i) by the vote of a majority of the Trustees who are not
"interested persons" of the Trust, FMR, or, in the case of the
agreement, FMR Texas, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a majority of
the Trustees or by the vote of a majority of the outstanding shares of
the Series. The New Plans will continue in effect only if approved
annually by a vote of the Trustees and of those Trustees who are not
interested persons, cast in person at a meeting called for that
purpose. The New Management Contract and New Sub-Advisory Agreement
will be terminable without penalty on sixty days' written notice
either by the Trust, FMR, or FMR Texas, as the case may be, and will
terminate automatically in the event of its assignment. The New Plans
may be terminable at any time, without payment of any penalty, by a
vote of a majority of the Independent Trustees or by a vote of a
majority of the outstanding voting securities of the applicable class.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Reorganization will become effective at the
close of business on May 29, 1998 (the Closing Date). However, the
Reorganization may become effective at such later date as the parties
may agree in writing.
The obligations of FITECP and the Trust under the Plan of
Reorganization are subject to various conditions as stated therein.
Notwithstanding the approval of the Plan of Reorganization by Fund
shareholders, the Plan of Reorganization may be terminated or amended
at any time prior to the Reorganization by action of the Trustees to
provide against unforeseen events, if (1) there is a material breach
by the other party of any representation, warranty, or agreement
contained in the Plan of Reorganization to be performed at or prior to
the Closing Date or (2) it reasonably appears that a party will not or
cannot meet a condition of the Plan of Reorganization. Either trust
may at any time waive compliance with any of the covenants and
conditions contained in, or may amend, the Plan of Reorganization,
provided that such waiver or amendment does not materially adversely
affect the interests of Fund shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS AND PLANS. The Trust's
transfer agent will establish an account for the Series' shareholders
containing the appropriate number and denominations of Trust Series
Shares to be received by each holder of Fund Shares under the Plan of
Reorganization. Such accounts will be identical in all material
respects to the accounts currently maintained by the Fund's transfer
agent for the Fund's shareholders.
EXPENSES. The Fund and the Series shall each be responsible for all
of their respective expenses of the Reorganization, estimated at
$8,000 in the aggregate, provided that they do not exceed the fund's
or each class's expense cap, as applicable. Expenses exceeding the
fund's or each class's expense cap, as applicable, will be paid by
FMR.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental
investment restrictions of the Fund, which prohibit the Fund from
acquiring more than a stated percentage of ownership of another
company, might be construed as restricting the Fund's ability to carry
out the Reorganization. By approving the Plan of Reorganization, Fund
shareholders will be agreeing to waive, only for the purpose of the
Reorganization, those fundamental investment restrictions that could
prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE REORGANIZATION. Each trust has received an
opinion from their counsel, Kirkpatrick & Lockhart LLP, that the
Reorganization will constitute a tax-free reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended. Accordingly, no gain or loss will be recognized for
federal income tax purposes by the Fund, the Series, or the Fund's
shareholders upon (1) the transfer of the Fund's assets in exchange
solely for the Trust Series Shares and the assumption by the Trust on
behalf of the Series of the Fund's liabilities or (2) the distribution
of Trust Series Shares to the Fund's shareholders in liquidation of
their Fund Shares. The opinion further provides, among other things,
that (a) the basis for federal income tax purposes of the Trust Series
Shares to be received by each Fund shareholder will be the same as
that of his or her Fund Shares immediately prior to the
Reorganization; and (b) each Fund shareholder's holding period for his
or her Trust Series Shares will include the Fund shareholder's holding
period for his or her Fund Shares, provided that said Fund Shares were
held as capital assets on the date of the exchange.
CONCLUSION. The Board of Trustees has concluded that the proposed
Plan of Reorganization to convert the Fund into a separate series of a
Delaware business trust is in the best interest of the Fund's
shareholders. The Trustees recommend that the Fund's shareholders vote
FOR the approval of the Plan of Reorganization as described above.
Such a vote encompasses approval of the reorganization of the Fund to
a separate series of a Delaware business trust; temporary waiver of
certain investment limitations of the Fund to permit the
Reorganization (see "Temporary Waiver of Investment Restrictions" on
page 9); authorization of FITECP, as sole shareholder of the Series,
to approve (i) a Management Contract for the Series between the Trust
and FMR, (ii) a Sub-Advisory Agreement for the Series between FMR and
FMR Texas, and (iii) Distribution and Service Plans for Classes I, II,
and III under Rule 12b-1, identical to the contract or plan, as the
case may be, in effect with the Fund or each class immediately prior
to the Closing Date. If approved, the Plan of Reorganization will take
effect on the Closing Date. If the Plan of Reorganization is not
approved, the Fund will continue to operate as a fund of FITECP.
3. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
THE CONCENTRATION OF ITS INVESTMENTS IN A SINGLE INDUSTRY.
The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies, instrumentalities, territories or possessions, or issued or
guaranteed by a state government or political sub division thereof) if
as a result more than 25% of the value of its total assets would be
invested in securities of companies having their principal business
activities in the same industry."
The Trustees recommend that shareholders of the fund vote to replace
this fundamental investment limitation with the following amended
fundamental investment limitation governing concentration:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or tax-exempt obligations issued or
guaranteed by a U.S. territory or possession or a state or local
government, or a political subdivision of any of the foregoing) if, as
a result, more than 25% of the fund's total assets would be invested
in securities of companies whose principal business activities are in
the same industry."
The primary purpose of the proposal is to revise the fund's
fundamental concentration limitation to conform to a limitation which
is expected to become standard for all municipal, including tax-free,
funds managed by FMR. The Board of Trustees asked FMR to analyze the
various fundamental and non-fundamental investment limitations of the
Fidelity funds, and, where practical and appropriate to a fund's
investment objective and policies, propose to shareholders adoption of
standard fundamental limitations and elimination of certain other
fundamental limitations. If the proposal is approved, the new
fundamental concentration limitation could not be changed without the
approval of shareholders.
Adoption of the proposed amended limitation on concentration is not
expected to affect the way the fund is managed, the investment
performance of the fund, or the securities or instruments in which the
fund invests. However, FMR is presenting this proposal to you for your
approval because FMR believes that increased standardization will help
to promote operational efficiencies and facilitate monitoring of
compliance with fundamental investment limitations.
The proposed amended limitation is not substantially different from
the current policy and is not likely to have any impact on the
investment techniques employed by the fund.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the changes will
become effective when the disclosure is revised to reflect the
changes. If the proposal is not approved by the shareholders of the
fund, the fund's current fundamental concentration limitation will
remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
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 Investments
Institutional Operations Company, Inc., 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
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of the __ day of ______ 199_, by and between Tax-Exempt (the Fund), a
separate series of Fidelity Institutional Tax-Exempt Cash Portfolios
(FITECP) and Fidelity Institutional Cash Portfolios (the Trust), each
a business trust duly formed under the laws of the State of Delaware.
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets
of the Fund to a series of the Trust (the Series) solely in exchange
for shares of beneficial interest in the Series (the Trust Series
Shares) and the assumption by the Series of the Fund's liabilities;
and (b) the constructive distribution of such Trust Series Shares by
the Fund to its shareholders (Fund Shareholder) in complete
liquidation and termination of the Fund in exchange for all of the
Fund's outstanding shares (Fund Shares). The Fund shall receive shares
of the Series equal to the number of Fund Shares on the Closing Date
(as defined below). Immediately thereafter, the Fund shall then
distribute to each Fund Shareholder one Trust Series Share for each
Fund Share held by the shareholder on the Closing Date. The foregoing
transactions are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE FUND
FITECP on behalf of the Fund represents and warrants as follows:
(a) The Fund is a series of FITECP, a business trust duly formed,
validly existing, and in good standing under the laws of the State of
Delaware and has the power to own all of its properties and assets and
to carry out its obligations under this Agreement. It has all
necessary federal, state, and local authorizations to carry out its
business as now being conducted and to carry out this Agreement;
(b) The Fund is duly registered as an open-end management investment
company under the Investment Company Act of 1940 (the 1940 Act), as
amended, or is a series of a registrant and such registration is in
full force and effect;
(c) The Fund is not in, and the execution, delivery and performance
of this Agreement will not result in, violation of any provision of
the Trust Instrument or the Fund's Bylaws, or, to the Fund's
knowledge, of any agreement, indenture, instrument, contract, lease or
other undertaking to which the Fund is a party or by which the Fund is
bound or result in the acceleration of any obligation or the
imposition of any penalty under any agreement, judgment or decree to
which the Fund is a party or is bound;
(d) The Fund has no material contracts or other commitments (other
than this Agreement) that will not be terminated without liability to
the Fund on or prior to the Closing Date;
(e) To the Fund's knowledge, no material legal, administrative, or
other proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Fund
or any of its properties or assets which assert liability on the part
of the Fund, except as previously disclosed in writing to the Trust.
The Fund knows of no facts that might form the basis for the
institution of such proceedings;
(f) The Fund has filed or will file all federal and state tax returns
which, to the knowledge of the Fund's officers, are required to be
filed by the Fund and has paid or will pay all federal and state taxes
shown to be due on said returns or provision shall have been made for
the payment thereof, and, to the best of the Fund's knowledge, no such
return is currently under audit and no assessment has been asserted
with respect to such returns;
(g) All of the issued and outstanding shares of the Fund are, and at
the Closing Date will be, duly and validly issued and outstanding and
fully paid and nonassessable as a matter of Delaware law (except as
disclosed in the Fund's Statement of Additional Information), and have
been offered for sale in conformity with all applicable federal
securities laws. All of the issued and outstanding shares of the Fund
will, at the Closing Date, be held by the persons and in the amounts
as certified in accordance with the provisions of this Agreement;
(h) The information to be furnished by the Fund for use in
applications for orders, registration statements, proxy materials and
other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete and
shall comply in all material respects with federal securities and
other laws and regulations thereunder applicable thereto;
(i) At both the Valuation Time (as defined in Section 4) and the
Closing Date (as defined in Section 6), the Fund will have the full
right, power, and authority to sell, assign, transfer, and deliver its
portfolio securities and any other assets of the Fund to be
transferred to the Series pursuant to this Agreement. At the Closing
Date, subject only to the delivery of the Fund's portfolio securities
and any such other assets as contemplated by this Agreement, the
Series will acquire the Fund's portfolio securities and any such other
assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are
disclosed to the Series) and without any restrictions upon the
transfer thereof;
(j) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of the Fund, and this Agreement
constitutes a valid and binding obligation of the Fund enforceable in
accordance with its terms, subject to shareholder approval;
(k) To the best of the knowledge of the Fund's management, there is
no plan or intention by the Fund's shareholders to sell, exchange or
otherwise dispose of any of the Trust Series Shares to be received in
the Reorganization;
(l) The Fund shares are widely held and may be purchased and redeemed
upon request;
(m) No consideration other than Trust Series Shares will be issued in
exchange for the Fund Shares in the Reorganization;
(n) Immediately following consummation of the Reorganization, the
Fund Shareholders will own all of the Trust Series Shares and will own
such shares solely by reason of their ownership of the Fund Shares
immediately prior to the Reorganization;
(o) Immediately following the consummation of the Reorganization, the
Trust will hold on behalf of the Series the same assets and be subject
to the same liabilities that the Fund held or was subject to
immediately prior thereto, except for assets used to pay expenses
incurred in connection with the Reorganization. Assets used to pay
expenses and all distributions (except for distributions and
redemptions arising in the ordinary course of the Fund's business as
an open-end investment company) made by the Fund immediately preceding
the Reorganization will, in the aggregate, constitute less than 1% of
the net assets of the Fund;
(p) At the time of the Reorganization, the Fund will not have
outstanding any warrants, options, convertible securities, or any
other type of right pursuant to which any person could acquire stock
in the Fund;
(q) There is no intercompany indebtedness between the Series and the
Fund that was issued, acquired or that will be settled at a discount;
(r) The Fund's liabilities to be assumed by the Series in the
Reorganization were incurred by the Fund in the ordinary course of its
business and are associated with the assets to be transferred;
(s) The Fund's shareholders each will pay their own expenses, if any,
incurred in connection with the Reorganization;
(t) The fair market value of the Fund's assets to be transferred by
the Fund to the Series will equal or exceed the Fund's liabilities to
be assumed by the Series plus the liabilities to which the transferred
assets are subject;
(u) The Fund is a regulated investment company as defined in Section
851 of the Internal Revenue Code of 1986, as amended;
(v) At the time of the Reorganization, the Fund is not under the
jurisdiction of a court in a proceeding under Title 11 of the United
States Code or similar case within the meaning of Section 368(a)(3)(A)
of the Code;
(w) To the Fund's knowledge, no consent, approval, authorization, or
order of any court or governmental authority is required for the
consummation by the Fund of the transactions contemplated by this
Agreement, except such as have been obtained under the Securities Act
of 1933 (the 1933 Act), the Securities Exchange Act of 1934 (the 1934
Act), and the 1940 Act;
(x) The Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of _________ and those
incurred in the ordinary course of the Fund's business as an
investment company since __________; and
(y) The Fund will be liquidated immediately after the Reorganization.
2. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants as follows:
(a) The Trust is a business trust duly formed, validly existing, and
in good standing under the laws of the State of Delaware. It has all
necessary federal, state, and local authorizations to carry out its
business as now being conducted and to carry out this Agreement;
(b) The Trust is duly registered as an open-end management investment
company under the 1940 Act, and the Series is a duly established and
designated series of the Trust;
(c) The Trust is not in, and the execution, delivery and performance
of this Agreement will not result in, violation of any provision of
the Trust Instrument or the Trust's Bylaws, or, to the Trust's
knowledge, of any agreement, indenture, instrument, contract, lease or
other undertaking to which the Trust is a party or by which the Trust
is bound or result in the acceleration of any obligation or the
imposition of any penalty under any agreement, judgment or decree to
which the Trust is a party or is bound;
(d) To the Trust's knowledge, no material legal, administrative, or
other proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Trust
or any of its properties or assets which assert liability on the part
of the Trust, except as previously disclosed in writing to the Trust.
The Trust knows of no facts that might form the basis for the
institution of such proceedings;
(e) The Trust intends for the Series to be a regulated investment
company, under Section 851 of the Code;
(f) Prior to the Closing Date, there shall be no issued and
outstanding Trust Series Shares or any other securities issued by the
Series (except for the one share that may be issued to Fidelity
Management & Research Company (FMR)); Trust Series Shares issued in
connection with the transactions contemplated herein will be, duly and
validly issued and outstanding, fully paid and non-assessable under
Delaware law on the Closing Date;
(g) The execution, delivery, and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of the Trust, and, upon its proper
execution, this Agreement will constitute a valid and binding
obligation of the Trust enforceable against the Series in accordance
with its terms;
(h) The Trust Series Shares at the Closing will have been duly
authorized and, when so issued and delivered, will be duly and validly
issued shares of the Series, fully paid and non-assessable under
Delaware law.
(i) The fair market value of the Trust Series Shares to be received
by the Fund Shareholders will be equal to the fair market value of
their Fund Shares constructively surrendered in exchange therefor;
(j) The Trust has no plan or intention on behalf of the Series to
issue additional Trust Series Shares following the Reorganization
except for issuance of shares arising in the ordinary course of the
business of the Series as the series of an open-end investment
company;
(k) The Trust has no plan or intention to reacquire the Trust Series
Shares issued to the Fund Shareholders pursuant to the Reorganization
other than through redemptions arising in the ordinary course of the
business of the Series as a series of an open-end investment company;
(l) Following the Reorganization, the Trust, on behalf of the Series,
will continue the Fund's historic business;
(m) The Trust has no plan or intention to sell or otherwise dispose
of any of the Fund's assets to be acquired by the Series in the
Reorganization, except for dispositions made in the ordinary course of
its business and dispositions necessary to maintain the status of the
Series as a regulated investment company under Section 851 of the
Code;
(n) The information to be furnished by the Trust with respect to the
Series for use in applications for orders, registration statements,
proxy materials and other documents which may be necessary in
connection with the transactions contemplated hereby shall be accurate
and complete and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;
(o) The Trust, on behalf of the Series, shall use all reasonable
efforts to obtain the approvals and authorizations required by the
1933 Act and the 1940 Act as it may deem appropriate in order to
operate after the Closing Date; and
(p) To the Trust's knowledge, no consent, approval, authorization, or
order of any court or governmental authority is required for the
consummation by the Series of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the
1934 Act, and the 1940 Act.
3. REORGANIZATION
(a) Subject to the requisite approval of the shareholders of the Fund
and to the other terms and conditions contained herein, the Fund
agrees to assign, convey, transfer, and deliver to the Series
established by the Trust solely for the purpose of acquiring all of
the assets of the Fund, which Series has not issued any Trust Series
Shares (except for one share that may be issued to FMR) or commenced
operations, on the Closing Date all of the assets of the Fund of any
kind and nature existing on the Closing Date. The Series agrees in
exchange therefor (1) to assume all of the Fund's liabilities existing
on or after the Closing Date, whether or not determinable on the
Closing Date, and (2) to issue and deliver to the Fund the number of
full and fractional Trust Series Shares equal to the value and number
of full and fractional shares of the Fund outstanding at the time of
the closing, as described in paragraph 6, on the Closing Date provided
for in Section 6(a).
(b) The assets of the Fund to be acquired by the Series and allocated
thereto shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by the Fund, and
any deferred or prepaid expenses shown as an asset on the books of the
Fund on the Closing Date. The Fund will pay or cause to be paid to the
Series any dividend or interest payments received by it on or after
the Closing Date with respect to the assets transferred to the Series
hereunder, and the Series will retain any dividend or interest
payments received by it after the Valuation Time (as defined in
Section 4) with respect to the assets transferred hereunder without
regard to the payment date thereof.
(c) Immediately upon delivery to the Fund of the Trust Series Shares,
the individual Trustees of FITECP or any officer duly authorized by
them, on FITECP's behalf as the then sole shareholder of the Series,
shall (1) approve (i) a Management Contract between the Trust on
behalf of the Series and FMR, (ii) a Sub-Advisory Agreement between
FMR and FMR Texas Inc., (iii) Distribution and Service Plans for
Classes I, II, and III under Rule 12b-1 under the 1940 Act between the
Trust on behalf of the Series and Fidelity Distributors Corporation
(FDC) substantively identical to the plans and contracts currently in
effect with the Fund or classes, except as to the parties to such
plans or contract, and (iv) the independent accountants who currently
serve in that capacity for the Fund, and (v) the adoption of revised
fundamental policies described in Proposals 1 and 3 of the Proxy
Statement.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), the Fund will
constructively distribute the Trust Series Shares pro rata in
proportion to their respective shares of beneficial interest in the
Fund to Fund Shareholders of record determined as of the Valuation
Time on the Closing Date in accordance with the Fund's Trust
Instrument, in liquidation of such Fund. Such distribution will be
accomplished by the Fund's transfer agent opening accounts on the
share records of the Series in the names of such Fund Shareholders and
transferring the Trust Series Shares thereto. Each Fund Shareholder's
account shall be credited with the respective pro rata number of full
and fractional (rounded to the third decimal place) Trust Series
Shares due that shareholder. All outstanding Fund Shares, including
any represented by certificates, shall simultaneously be canceled on
the Fund's share transfer records. The Series shall not issue
certificates representing Trust Series Shares in connection with such
distribution.
(e) Immediately after the distribution of the Trust Series Shares as
set forth in Section 3(d), the Fund shall be liquidated and terminated
and any such further actions shall be taken in connection therewith as
required by applicable law.
(f) Any transfer taxes payable upon issuance of Trust Series Shares
in a name other than that of the registered holder on the Fund's
books of the Fund Shares constructively exchanged for the Trust Series
Shares shall be paid by the person to whom such Trust Series Shares
are to be issued, as a condition of such transfer.
(g) Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the date on which it is
liquidated.
4. VALUATION
(a) The valuation time shall be 4:00 p.m. Eastern time on the Closing
Date (the Valuation Time).
(b) The value of the Fund's net assets to be acquired by the Series
hereunder shall be the net asset value computed as of the Valuation
Time, using the valuation procedures set forth in the Fund's then
current Prospectus and Statement of Additional Information.
(c) The number, value, and denomination of full and fractional Trust
Series Shares to be issued in exchange for the Fund's net assets shall
be equal to the number, value, and denomination of full and fractional
Fund Shares outstanding on the Closing Date.
(d) All computations pursuant to this Section shall be made by
Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR
Corp., in accordance with its regular practice as pricing agent for
the Fund.
5. FEES; EXPENSES
(a) The Trust and the Fund each represent that there is no person who
dealt with it who by reason of such dealings is entitled to any
broker's or finder's fees or commissions arising out of the
transactions contemplated hereby.
(b) The Fund shall be responsible for all expenses, fees and other
charges associated with the Reorganization, provided that they do not
exceed the fund's or each class's expense cap, as applicable. Expenses
exceeding the fund's or each class's expense cap, as applicable, will
be paid by FMR.
6. CLOSING DATE
(a) The transfer of the Fund's assets in exchange for the assumption
by the Series of the Fund's liabilities and the issuance of Trust
Series Shares, as described above, together with related acts
necessary to consummate the same, (the Closing), unless otherwise
provided herein, shall occur at the principal office of FITECP and the
Trust, 82 Devonshire Street, Boston, Massachusetts, on May 29, 1998,
or at such other place or date as the parties may agree in writing
(the Closing Date). All acts taking place at the Closing shall be
deemed to take place simultaneously as of the Valuation Time or at
such other time and/or place as the parties may agree.
(b) In the event that, on the Closing Date: (i) any of the markets
for securities held by the Fund are closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or reporting of trading on
said markets or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of the Fund is impracticable, the Closing
Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and reporting shall
have been restored, or such other date as the parties may agree.
(c) The Fund shall deliver at the Closing a certificate of an
authorized officer stating that it has notified UMB Bank, n.a. (UMB),
as custodian for the Fund, of the Fund's reorganization to a series of
the Trust.
(d) UMB, as transfer agent for the Fund, shall deliver at the Closing
a certificate as to the conversion on its books and records of each
Fund Shareholder account to an account as a holder of Trust Series
Shares. The Trust shall issue and deliver a confirmation to the Fund
evidencing the Trust Series Shares to be credited on the Closing Date
or provide evidence satisfactory to the Fund that such Trust Series
Shares have been credited to the Fund's account on the books of the
Trust. At the Closing, each party shall deliver to the other such
bills of sale, checks, assignments, stock certificates, receipts or
other documents as such other party or its counsel may reasonably
request.
7. SHAREHOLDER MEETING AND TERMINATION OF THE FUND
(a) The Fund agrees to call a meeting of its shareholders (the
Shareholder's Meeting) to consider and act upon this Agreement and to
take all other action necessary to obtain approval of the transactions
contemplated hereby.
(b) The Fund agrees that as soon as reasonably practicable after
distribution of the Trust Series Shares, the Fund shall be liquidated
and terminated as a series of FITECP pursuant to its Trust Instrument,
any further actions shall be taken in connection therewith as required
by applicable law, and on and after the Closing Date the Fund shall
not conduct any business except in connection with its liquidation and
termination.
8. CONDITIONS TO OBLIGATIONS OF THE TRUST
The obligations of the Trust hereunder shall be subject to the
following conditions:
(a) That the Fund furnishes to the Trust a statement, dated as of the
Closing Date, signed by an officer of FITECP, certifying that as of
the Valuation Time and the Closing Date all representations and
warranties of the Fund made in this Agreement are true and correct in
all material respects and that the Fund has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such dates;
(b) That the Fund furnishes the Trust with copies of the resolutions,
certified by an officer of FITECP, evidencing the adoption of this
Agreement and the approval of the transactions contemplated herein by
the requisite vote of the holders of the outstanding shares of
beneficial interest of the Fund;
(c) That the Fund shall deliver to the Trust at the Closing a
statement of its assets and liabilities, together with a certificate
as to the aggregate asset value of the Fund's portfolio securities,
all as of the Valuation Time, certified on the Fund's behalf by its
Treasurer or Assistant Treasurer;
(d) That the Fund's custodian shall deliver to the Trust a
certificate identifying the assets of the Fund held by such custodian
as of the Valuation Time on the Closing Date and stating that at the
Valuation Time: (i) the assets held by the custodian will be
transferred to the Series; (ii) the Fund's assets have been duly
endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the
custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment
has been made;
(e) That the Fund's transfer agent shall deliver to the Trust at the
Closing a certificate setting forth the number of shares of the Fund
outstanding as of the Valuation Time and the name and address of each
holder of record of any such shares and the number of shares held of
record by each such shareholder;
(f) That the Fund calls a Shareholder's Meeting to consider and act
upon this Agreement and to take all other action necessary to obtain
approval of the transactions contemplated hereby;
(g) That the Fund delivers to the Trust a certificate of an officer
of FITECP, dated the Closing Date, that there has been no material
adverse change in the Fund's financial position since _________, other
than changes in the market value of its portfolio securities, or
changes due to net redemptions of its shares, dividends paid, or
losses from operations; and
(h) That all of the issued and outstanding shares of beneficial
interest of the Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the
extent that any audit of the records of the Fund or its transfer agent
by the Trust or its agents shall have revealed otherwise, the Fund
shall have taken all actions that in the opinion of the Trust are
necessary to remedy any prior failure on the part of the Fund to have
offered for sale and sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF THE FUND
The obligations of the Fund hereunder shall be subject to the
following conditions:
(a) That the Trust shall have executed and delivered to the Fund an
Assumption of Liabilities, certified by an officer of the Trust, dated
as of the Closing Date pursuant to which Trust on behalf of the Series
will assume all of the liabilities of the Fund existing at the
Valuation Time in connection with the transactions contemplated by
this Agreement;
(b) That the Trust furnishes to the Fund a statement, dated as of the
Closing Date, signed by an officer of Trust, certifying that as of the
Valuation Time and the Closing Date all representations and warranties
of the Series made in this Agreement are true and correct in all
material respects, and the Trust has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That the Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to the Fund and the Trust, to the effect that
the Trust Series Shares are duly authorized and upon delivery to the
Fund as provided in this Agreement will be validly issued and will be
fully paid and nonassessable under Delaware law.
10. CONDITIONS TO OBLIGATIONS OF THE FUND AND THE TRUST
The obligations of the Fund and the Trust hereunder shall be subject
to the following conditions:
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of the
Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state blue sky
and securities authorities, including "no action" positions of such
federal or state authorities) deemed necessary by the Trust or the
Fund to permit consummation, in all material respects, of the
transactions contemplated hereby shall have been obtained, except
where failure to obtain any such consent, order, or permit would not
involve a risk of a material adverse effect on the assets or
properties of the Trust or the Fund, provided that either party hereto
may for itself waive any of such conditions;
(c) That all proceedings taken by either the Fund or the Series in
connection with the transactions contemplated by this Agreement and
all documents incidental thereto shall be satisfactory in form and
substance to it and its counsel, Kirkpatrick & Lockhart LLP;
(d) That the Trust shall have taken all necessary action so that the
Series shall be a series of a registered open-end investment company
under the 1940 Act immediately after the closing.
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(f) That the Trust and the Fund shall have received an opinion of
Kirkpatrick & Lockhart LLP satisfactory to the Trust and the Fund that
for federal income tax purposes:
(i) The Reorganization will be a reorganization under Section
368(a)(1)(F) of the Code, and the Fund and the Series will each be
parties to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by the Fund upon the
transfer of all of its assets to the Series in exchange solely for the
Trust Series Shares and the assumption of the Fund's liabilities
followed by the distribution of those the Trust Series Shares to the
shareholders of the Fund in liquidation of the Fund;
(iii) No gain or loss will be recognized by the Series on the
receipt of the Fund's assets in exchange solely for the the Trust
Series Shares and the assumption of the Fund's liabilities;
(iv) The basis of the Fund's assets in the hands of the Series will
be the same as the basis of such assets in the Fund's hands
immediately prior to the Reorganization;
(v) The Series' holding period in the assets to be received from the
Fund will include the Fund's holding period in such assets;
(vi) A Fund Shareholder will recognize no gain or loss on the
exchange of his or her shares of beneficial interest in the Fund for
the Trust Series Shares in the Reorganization;
(vii) A Fund Shareholder's basis in the the Trust Series Shares to
be received by him or her will be the same as his or her basis in the
Fund Shares exchanged therefor;
(viii) A Fund Shareholder's holding period for his or her Trust
Series Shares will include the holding period of the Fund Shares
exchanged, provided that those Fund Shares were held as capital assets
on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither the Fund nor
the Trust may waive the conditions set forth in this subsection 10(f).
11. COVENANTS OF THE FUND AND THE TRUST
(a) The Fund covenants to operate its business in the ordinary course
between the date hereof and the Closing Date, it being understood that
such ordinary course of business will include the payment of customary
dividends and distributions.
(b) The Fund covenants that the Trust Series Shares are not being
acquired for the purpose of making any distribution thereof, other
than in accordance with the terms of this Agreement.
(c) The Fund covenants that it will assist the Trust in obtaining
such information as the Trust reasonably requests concerning the
beneficial ownership of Fund Shares.
(d) The Fund covenants that its liquidation and termination will be
effected in the manner provided in its Trust Instrument in accordance
with applicable law and, after the Closing Date, the Fund will not
conduct any business except in connection with its liquidation and
termination.
12. TERMINATION; WAIVER
(a) The Trust and the Fund may terminate this Agreement by mutual
agreement. In addition, either the Trust or the Fund may at its option
terminate this Agreement at or prior to the Closing Date because:
(i) Of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) A condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
(b) In the event of any such termination, there shall be no liability
for damages on the part of the Trust or the Fund, or their respective
Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the State of Delaware.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of the Series or the Fund;
provided, however, that following the shareholders' meeting called by
the Fund pursuant to Section 7 of this Agreement, no such amendment
may have the effect of changing the provisions for determining the
number of the Series Shares to be received by the Fund shareholders
under this Agreement to the detriment of such shareholders without
their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. TRUST INSTRUMENTS
A copy of the Trust Instrument of the Trust and FITECP is on file
with the Secretary of State of the State of Delaware, and notice is
hereby given that this instrument is executed on behalf of the
Trustees of the Trust and FITECP as trustees and not individually and
that the obligations of the Fund and the Series under this instrument
are not binding upon any of such Fund's or Trust's Trustees, officers,
or shareholders individually but are binding only upon the assets and
property of such Fund or Series. The Fund and the Trust each agrees
that its obligations hereunder apply only to such Fund and the Series,
respectively, and not to its shareholders individually or to the
Trustees of such Fund or Series.
15. ASSIGNMENT
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other party. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer.
[signature lines omitted]
TAX-pxs-1097 CUSIP#316176106/FUND#056
CUSIP#316176205/FUND#544
CUSIP#316176304/FUND#684
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 INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT - CLASS
I
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one
or more of them, attorneys, with full power of substitution, to vote
all shares of Fidelity Institutional Tax-Exempt Cash Portfolios:
Tax-Exempt - Class I which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office
of the trust at 82 Devonshire St., Boston, MA 02109, on December 17,
1997 at 9:45 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316176106/fund# 056
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> <C>
1. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
limitation concerning diversification to exclude
securities of other investment companies from the
limitation.
2. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
reorganization of the fund from a separate series of
one Delaware business trust to another.
3. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning the concentration of its
investments in a single industry.
</TABLE>
TAX-I-PXC-1097 cusip# 316176106/fund# 056
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 INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT - CLASS
II
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one
or more of them, attorneys, with full power of substitution, to vote
all shares of Fidelity Institutional Tax-Exempt Cash Portfolios:
Tax-Exempt - Class II which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office
of the trust at 82 Devonshire St., Boston, MA 02109, on December 17,
1997 at 9:45 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316176205/fund# 544
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> <C>
1. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
limitation concerning diversification to exclude
securities of other investment companies from the
limitation.
2. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
reorganization of the fund from a separate series of
one Delaware business trust to another.
3. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning the concentration of its
investments in a single industry.
</TABLE>
TAX-II-PXC-1097 cusip# 316176205/fund# 544
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 INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT - CLASS
III
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one
or more of them, attorneys, with full power of substitution, to vote
all shares of Fidelity Institutional Tax-Exempt Cash Portfolios:
Tax-Exempt - Class III which the undersigned is entitled to vote at
the Special Meeting of Shareholders of the fund to be held at the
office of the trust at 82 Devonshire St., Boston, MA 02109, on
December 17, 1997 at 9:45 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316176304/fund# 684
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> <C>
1. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
limitation concerning diversification to exclude
securities of other investment companies from the
limitation.
2. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
reorganization of the fund from a separate series of
one Delaware business trust to another.
3. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning the concentration of its
investments in a single industry.
</TABLE>
TAX-III-PXC-1097 cusip# 316176304/fund# 684
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 INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one
or more of them, attorneys, with full power of substitution, to vote
all shares of Fidelity Institutional Tax-Exempt Cash Portfolios as
indicated above which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office
of the trust at 82 Devonshire St., Boston, MA 02109, on December 17,
1997 at 9:45 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 _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
056, 544, 684HH
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> <C>
1. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
limitation concerning diversification to exclude
securities of other investment companies from the
limitation.
2. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
reorganization of the fund from a separate series of
one Delaware business trust to another.
3. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning the concentration of its
investments in a single industry.
</TABLE>
TAX-PXC-1097 cusip# 316176106/fund# 056HH
cusip# 316176205/fund# 544HH
cusip# 316176304/fund# 684HH
Differences between printed and EDGAR versions of enclosed Proxy
Statement
1. Text in printed version which is underscored to show insertions
have been enclosed with (( )) in the EDGAR version.
