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SPARTAN GINNIE MAE FUND
A FUND OF
FIDELITY UNION STREET TRUST
SPECIAL MEETING OF SHAREHOLDERS May 19, 1999
10:00 a.m.
WELCOMING REMARKS
CHAIRMAN:
BEFORE COMMENCING WITH THE BUSINESS OF THE MEETING, I WOULD LIKE TO INTRODUCE MYSELF AND THE PEOPLE AT THE TABLE WITH ME. MY NAME IS RICH SILVER AND I WILL BE ACTING AS CHAIRMAN OF THIS MEETING IN THE ABSENCE OF EDWARD C. JOHNSON 3d. WITH ME ARE MR. GERALD C. MCDONOUGH, AN INDEPENDENT TRUSTEE OF THE TRUST, MR. ERIC ROITER, GENERAL COUNSEL OF FMR AND MS. KATHLEEN MISKIEWICZ, ASSISTANT GENERAL COUNSEL, WHO WILL BE ACTING AS SECRETARY. AFTER THE FORMAL BUSINESS OF THE MEETING IS CONCLUDED, WE WILL ADJOURN AND THE FUND'S PORTFOLIO MANAGER, WILL BE AVAILABLE TO ANSWER QUESTIONS CONCERNING THE FUND'S OPERATIONS.
MR. MCDONOUGH AND MR. ROITER HAVE BEEN DESIGNATED AS PROXY AGENTS FOR ALL SHAREHOLDERS WHO HAVE PROPERLY RETURNED THEIR PROXY CARDS. THEY WILL BE MAKING AND SECONDING THE VARIOUS MOTIONS AS REPRESENTATIVES OF THOSE SHAREHOLDERS. THE TRUST HAS VOTING RIGHTS BASED ON THE PROPORTIONAL VALUE OF EACH SHAREHOLDER'S INVESTMENT. ACCORDINGLY, EACH SHAREHOLDER IS ENTITLED TO ONE VOTE FOR EACH DOLLAR OF NET ASSET VALUE HELD ON THE RECORD DATE FOR THE MEETING.
THE SECRETARY HAS ADVISED ME THAT PROXIES REPRESENTING 58.15% OF THE OUTSTANDING VOTING SECURITIES OF THE FUND HAVE BEEN RECEIVED. THIS FIGURE REPRESENTS A MAJORITY OF THE SHARES OUTSTANDING AND ENTITLED TO VOTE AT THIS MEETING AND THUS CONSTITUTES A QUORUM. ACCORDINGLY, THE MEETING IS HEREBY CALLED TO ORDER.
MEETING DOCUMENTS
CHAIRMAN:
THE SECRETARY HAS PRESENTED ME WITH THE FOLLOWING DOCUMENTS IN CONNECTION WITH THIS MEETING:
- NOTICE OF MEETING DATED MARCH 22, 1999
- PROXY STATEMENT DATED MARCH 22, 1999
- FORM OF PROXY
- AFFIDAVIT ATTESTING TO THE MAILING OF THESE DOCUMENTS TO THOSE
RECORD SHAREHOLDERS ENTITLED TO VOTE AT THIS MEETING.
A LIST OF SHAREHOLDERS OF RECORD ENTITLED TO VOTE AT THIS MEETING IS
AVAILABLE UPON REQUEST.
READING OF NOTICE
CHAIRMAN:
UNLESS THERE IS SOME OBJECTION, I BELIEVE WE CAN DISPENSE WITH A READING OF THE NOTICE OF THIS MEETING.
HEARING NO OBJECTION, WE CAN NOW TURN TO THE FIRST ITEM OF BUSINESS.
ITEM 1 - TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
SPARTAN GINNIE MAE FUND AND FIDELITY GINNIE MAE FUND.
CHAIRMAN:
THE FIRST AND ONLY ITEM OF BUSINESS IS TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN GINNIE MAE FUND AND FIDELITY INCOME FUND: FIDELITY GINNIE MAE FUND, PROVIDING FOR THE TRANSFER OF ALL OF THE ASSETS OF SPARTAN GINNIE MAE FUND TO FIDELITY GINNIE MAE FUND IN EXCHANGE SOLELY FOR SHARES OF BENEFICIAL INTEREST IN FIDELITY GINNIE MAE FUND AND THE ASSUMPTION BY FIDELITY GINNIE MAE FUND OF SPARTAN GINNIE MAE FUND'S LIABILITIES, FOLLOWED BY THE DISTRIBUTION OF FIDELITY GINNIE MAE FUND SHARES TO SHAREHOLDERS OF SPARTAN GINNIE MAE FUND IN LIQUIDATION OF SPARTAN GINNIE MAE FUND.
PROXY AGENT 1:
MR. CHAIRMAN, I MOVE THAT THE PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN GINNIE MAE FUND AND FIDELITY GINNIE MAE FUND, AS SET FORTH IN THE PROXY STATEMENT, BE APPROVED. PROXY AGENT 2:
I SECOND THE MOTION.
CHAIRMAN:
ARE THERE ANY QUESTIONS?
IS THERE ANYONE PRESENT WHO HAS NOT YET VOTED OR WISHES TO CHANGE AN
EARLIER VOTE? IF YOU WISH TO CHANGE A VOTE ON ANY ITEM, PLEASE SO INDICATE WHEN THAT ITEM IS VOTED.
THE MEETING WILL NOW VOTE ON THIS PROPOSAL.
WILL THE SECRETARY PLEASE REPORT ON THE RESULTS OF THE VOTING?
THOSE IN FAVOR SAY "AYE."
PROXY AGENTS 1&2
AND SECRETARY:
AYE.
CHAIRMAN:
THOSE OPPOSED SAY "NO."
WILL THE SECRETARY PLEASE REPORT ON THE RESULTS OF THE VOTING?
SECRETARY:
THE FOLLOWING PERCENTAGE VOTES WERE RECORDED ON ITEM 1:
SPARTAN GINNIE MAE FUND:
FOR: 84.36%
AGAINST: 11.22%
ABSTAIN: 4.42%
THIS CONCLUDES THE FORMAL BUSINESS OF THE MEETING.
ARE THERE ANY QUESTIONS?
I WILL ENTERTAIN A MOTION THAT THE MEETING BE ADJOURNED.
PROXY AGENT 1:
SO MOVED.
PROXY AGENT 2:
SECONDED.
CHAIRMAN:
THOSE IN FAVOR SAY "AYE." PROXY AGENTS 1&2
AND SECRETARY:
AYE.
CHAIRMAN:
THOSE OPPOSED SAY "NO."
THE MEETING IS ADJOURNED.
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