Exhibit. (b)
April 20, 2000
BYLAWS
of
FIDELITY MASSACHUSETTS BUSINESS TRUSTS
These Bylaws of Fidelity Massachusetts business trusts (individually
the "Trust") are subject to the Declaration of Trust of the Trust, as
from time to time amended, supplemented or restated (the "Declaration
of Trust"). Capitalized terms used herein which are defined in the
Declaration of Trust are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in Boston,
Massachusetts, or such other location as the Trustees may, from time
to time, determine. The Trust may establish and maintain such other
offices and places of business as the Trustees may, from time to time,
determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
Officers
Section 1. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers as the Trustees may
from time to time elect. The Trustees may delegate to any officer or
committee the power to appoint any subordinate officers or agents. It
shall not be necessary for any Trustee or other officer to be a holder
of Shares in the Trust.
Election of Officers
Section 2. The Treasurer and Secretary shall be chosen by the
Trustees. The President shall be chosen by and from the Trustees.
Two or more offices may be held by a single person except the offices
of President and Secretary. Subject to the provisions of Section 13
of Article III hereof, the President, the Treasurer and the Secretary
shall each hold office until their successors are chosen and qualified
and all other officers shall hold office at the pleasure of the
Trustees.
Resignations
Section 3. Any officer of the Trust may resign, notwithstanding
Section 2 hereof, by filing a written resignation with the President,
the Trustees or the Secretary, which resignation shall take effect on
being so filed or at such time as may be therein specified.
ARTICLE III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
Management Of The Trust-General
Section 1. The business and affairs of the Trust shall be managed
by, or under the direction of, the Trustees, and they shall have all
powers necessary and desirable to carry out their responsibilities, so
far as such powers are not inconsistent with the laws of the
Commonwealth of Massachusetts, the Declaration of Trust or with these
Bylaws.
Executive And Other Committees
Section 2. The Trustees may elect from their own number an executive
committee, which shall have any or all the powers of the Trustees
while the Trustees are not in session. The Trustees may also elect
from their own number other committees from time to time. The number
composing such committees and the powers conferred upon the same are
to be determined by vote of a majority of the Trustees. All members
of such committees shall hold such offices at the pleasure of the
Trustees. The Trustees may abolish any such committee at any time.
Any committee to which the Trustees delegate any of their powers or
duties shall keep records of its meetings and shall report its actions
to the Trustees. The Trustees shall have power to rescind any action
of any committee, but no such rescission shall have retroactive
effect.
Compensation
Section 3. Each Trustee and each committee member may receive such
compensation for his services and reimbursement for his expenses as
may be fixed from time to time by resolution of the Trustees.
Chairman Of The Trustees
Section 4. The Trustees shall appoint from among their number a
Chairman who shall serve as such at the pleasure of the Trustees.
When present, he shall preside at all meetings of the Shareholders and
the Trustees, and he may, subject to the approval of the Trustees,
appoint a Trustee to preside at such meetings in his absence. He
shall perform such other duties as the Trustees may from time to time
designate.
President
Section 5. The President shall be the chief executive officer of the
Trust and, subject to the direction of the Trustees, shall have
general administration of the business and policies of the Trust.
Except as the Trustees may otherwise order, the President shall have
the power to grant, issue, execute or sign such powers of attorney,
proxies, agreements or other documents as may be deemed advisable or
necessary in the furtherance of the interests of the Trust or any
Series thereof. He shall also have the power to employ attorneys,
accountants and other advisers and agents and counsel for the Trust.
The President shall perform such duties additional to all of the
foregoing as the Trustees may from time to time designate.
Treasurer
Section 6. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and
securities of the Trust which may come into his hands to such company
as the Trustees shall employ as Custodian in accordance with the
Declaration of Trust and applicable provisions of law. He shall make
annual reports regarding the business and condition of the Trust,
which reports shall be preserved in Trust records, and he shall
furnish such other reports regarding the business and condition of the
Trust as the Trustees may from time to time require. The Treasurer
shall perform such additional duties as the Trustees may from time to
time designate.
Secretary
Section 7. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the Shareholders at
their respective meetings. He shall have the custody of the seal of
the Trust. The Secretary shall perform such additional duties as the
Trustees may from time to time designate.
Vice President
Section 8. Any Vice President of the Trust shall perform such duties
as the Trustees or the President may from time to time designate. At
the request or in the absence or disability of the President, the Vice
President (or, if there are two or more Vice Presidents, then the
senior of the Vice Presidents present and able to act) may perform all
the duties of the President and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
Assistant Treasurer
Section 9. Any Assistant Treasurer of the Trust shall perform such
duties as the Trustees or the Treasurer may from time to time
designate, and, in the absence of the Treasurer, the senior Assistant
Treasurer, present and able to act, may perform all the duties of the
Treasurer.
Assistant Secretary
Section 10. Any Assistant Secretary of the Trust shall perform such
duties as the Trustees or the Secretary may from time to time
designate, and, in the absence of the Secretary, the senior Assistant
Secretary, present and able to act, may perform all the duties of the
Secretary.
Subordinate Officers
Section 11. The Trustees from time to time may appoint such other
officers or agents as they may deem advisable, each of whom shall have
such title, hold office for such period, have such authority and
perform such duties as the Trustees may determine. The Trustees from
time to time may delegate to one or more officers or committees of
Trustees the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and
duties.
Surety Bonds
Section 12. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond
required by the Investment Company Act of 1940, as amended ("the 1940
Act") and the rules and regulations of the Securities and Exchange
Commission ("Commission")) to the Trust in such sum and with such
surety or sureties as the Trustees may determine, conditioned upon the
faithful performance of his duties to the Trust including
responsibility for negligence and for the accounting of any of the
Trust's property, funds or securities that may come into his hands.
Removal
Section 13. Any officer may be removed from office whenever in the
judgment of the Trustees the best interest of the Trust will be served
thereby, by the vote of a majority of the Trustees given at any
regular meeting or any special meeting of the Trustees. In addition,
any officer or agent appointed in accordance with the provisions of
Section 11 hereof may be removed, either with or without cause, by any
officer upon whom such power of removal shall have been conferred by
the Trustees.
Remuneration
Section 14. The salaries or other compensation, if any, of the
officers of the Trust shall be fixed from time to time by resolution
of the Trustees.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Special Meetings
Section 1. A special meeting of the shareholders shall be called by
the Secretary whenever (i) ordered by the Trustees or (ii) requested
in writing by the holder or holders of at least 10% of the Outstanding
Shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than 30 days to call such
special meeting, the Trustees or the Shareholders so requesting, may,
in the name of the Secretary, call the meeting by giving notice
thereof in the manner required when notice is given by the Secretary.
If the meeting is a meeting of the Shareholders of one or more Series
or classes of Shares, but not a meeting of all Shareholders of the
Trust, then only special meetings of the Shareholders of such one or
more Series or Classes shall be called and only the shareholders of
such one or more Series or Classes shall be entitled to notice of and
to vote at such meeting.
Notices
Section 2. Except as above provided, notices of any meeting of the
Shareholders shall be given by the Secretary by delivering or mailing,
postage prepaid, to each Shareholder entitled to vote at said meeting,
written or printed notification of such meeting at least fifteen days
before the meeting, to such address as may be registered with the
Trust by the Shareholder. Notice of any Shareholder meeting need not
be given to any Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the record of such
meeting, or to any Shareholder who shall attend such meeting in person
or by proxy. Notice of adjournment of a Shareholders' meeting to
another time or place need not be given, if such time and place are
announced at the meeting or reasonable notice is given to persons
present at the meeting and the adjourned meeting is held within a
reasonable time after the date set for the original meeting.
Voting-Proxies
Section 3. Subject to the provisions of the Declaration of Trust,
shareholders entitled to vote may vote either in person or by proxy,
provided that either (i) an instrument authorizing such proxy to act
is executed in writing by the Shareholder and dated not more than
eleven months before the meeting, unless the instrument specifically
provides for a longer period or (ii) the Trustees adopt by resolution
an electronic, telephonic, computerized or other alternative form of
execution authorizing the proxy to act which authorization is received
not more than eleven months before the meeting. Proxies shall be
delivered to the Secretary of the Trust or other person responsible
for recording the proceedings before being voted. A proxy with respect
to Shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of such proxy
the Trust receives a specific written notice to the contrary from any
one of them. Unless otherwise specifically limited by their terms,
proxies shall entitle the holder thereof to vote at any adjournment of
a meeting. A proxy purporting to be exercised by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden or proving invalidity shall rest on the
challenger. At all meetings of the Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualifications
of voters, the validity of proxies, and the acceptance or rejection of
votes shall be decided by the Chairman of the meeting. Except as
otherwise provided herein or in the Declaration of Trust, as these
Bylaws or such Declaration of Trust may be amended or supplemented
from time to time, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law
of the Commonwealth of Massachusetts relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Massachusetts
corporation and the Shareholders were shareholders of a Massachusetts
corporation.
Place Of Meeting
Section 4. All special meetings of the Shareholders shall be held at
the principal place of business of the Trust or at such other place in
the United States as the Trustees may designate.
Action Without a Meeting
Section 5. Any action to be taken by Shareholders may be taken
without a meeting if all Shareholders entitled to vote on the matter
consent to the action in writing and the written consents are filed
with the records of meetings of Shareholders of the Trust. Such
consent shall be treated for all purposes as a vote at a meeting of
the Shareholders held at the principal place of business of the Trust.
ARTICLE V
TRUSTEES' MEETINGS
Special Meetings
Section 1. Special meetings of the Trustees may be called orally or
in writing by the Chairman of the Board of Trustees or any two other
Trustees.
Regular Meetings
Section 2. Regular meetings of the Trustees may be held at such
places and at such times as the Trustees may from time to time
determine; each Trustee present at such determination shall be deemed
a party calling the meeting and no call or notice will be required to
such Trustee provided that any Trustee who is absent when such
determination is made shall be given notice of the determination by
the Chairman or any two other Trustees, as provided for in the
Declaration of Trust.
Quorum
Section 3. A majority of the Trustees shall constitute a quorum for
the transaction of business and an action of a majority of the quorum
shall constitute action of the Trustees.
Notice
Section 4. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the party calling the
meeting to each Trustee, as provided for in the Declaration of Trust.
A written notice may be mailed, postage prepaid, addressed to him at
his address as registered on the books of the Trust or, if not so
registered, at his last known address.
Place Of Meeting
Section 5. All special meetings of the Trustees shall be held at the
principal place of business of the Trust or such other place as the
Trustees may designate. Any meeting may adjourn to any place.
Special Action
Section 6. When all the Trustees shall be present at any meeting,
however called or wherever held, or shall assent to the holding of the
meeting without notice, or shall sign a written assent thereto filed
with the record of such meeting, the acts of such meeting shall be
valid as if such meeting had been regularly held.
Action By Consent
Section 7. Any action by the Trustees may be taken without a meeting
if a written consent thereto is signed by all the Trustees and filed
with the records of the Trustees' meeting. Such consent shall be
treated, for all purposes, as a vote at a meeting of the Trustees held
at the principal place of business of the Trustees.
Participation in Meetings By Conference Telephone
Section 8. Trustees may participate in a meeting of Trustees by
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other,
and such participation shall constitute presence in person at such
meeting. Any meeting conducted by telephone shall be deemed to take
place at and from the principal office of the Trust.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Beneficial Interest
Section 1. The beneficial interest in the Trust shall at all times
be divided into such transferable Shares of one or more separate and
distinct Series, or classes thereof, as the Trustees shall from time
to time create and establish. The number of Shares is unlimited, and
each Share of each Series or class thereof shall be without par value
and shall represent an equal proportionate interest with each other
Share in the Series, none having priority or preference over another,
except to the extent that such priorities or preferences are
established with respect to one or more classes of shares consistent
with applicable law and any rule or order of the Commission.
Transfer of Shares
Section 2. The Shares of the Trust shall be transferable, so as to
affect the rights of the Trust, only by transfer recorded on the books
of the Trust, in person or by attorney.
Equitable Interest Not Recognized
Section 3. The Trust shall be entitled to treat the holder of record
of any Share or Shares of beneficial interest as the holder in fact
thereof, and shall not be bound to recognize any equitable or other
claim or interest in such Share or Shares on the part of any other
person except as may be otherwise expressly provided by law.
Share Certificate
Section 4. No certificates certifying the ownership of Shares shall
be issued except as the Trustees may otherwise authorize. The
Trustees may issue certificates to a Shareholder of any Series or
class thereof for any purpose and the issuance of a certificate to one
or more Shareholders shall not require the issuance of certificates
generally. In the event that the Trustees authorize the issuance of
Share certificates, such certificate shall be in the form proscribed
from time to time by the Trustees and shall be signed by the President
or a Vice President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary. Such signatures may be facsimiles
if the certificate is signed by a transfer or shareholder services
agent or by a registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by
the Trust with the same effect as if he or she were such officer at
the time of its issue.
In lieu of issuing certificates for Shares, the Trustees or the
transfer or shareholder services agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such Shares, who shall in either case be deemed, for
all purposes hereunder, to be the holders of certificates for such
Shares as if they had accepted such certificates and shall be held to
have expressly assented and agreed to the terms hereof.
Loss of Certificate
Section 5. In the case of the alleged loss or destruction or the
mutilation of a Share certificate, a duplicate certificate may be
issued in place thereof, upon such terms as the Trustees may
prescribe.
Discontinuance of Issuance Of Certificates
Section 6. The Trustees may at any time discontinue the issuance of
Share certificates and may, by written notice to each Shareholder,
require the surrender of Share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the
ownership or transferability of Shares in the Trust.
ARTICLE VII
OWNERSHIP OF ASSETS OF THE TRUST
The Trustees, acting for and on behalf of the Trust, shall be deemed
to hold legal and beneficial ownership of any income earned on
securities held by the Trust issued by any business entity formed,
organized or existing under the laws of any jurisdiction other than a
state, commonwealth, possession or colony of the United States or the
laws of the United States.
ARTICLE VIII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall
be open to the inspection of the Shareholders; and no Shareholder
shall have any right to inspect any account or book or document of the
Trust except as conferred by law or otherwise by the Trustees or by
resolution of the Shareholders.
ARTICLE IX
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES
The Trust may purchase and maintain insurance on behalf of any
Covered Person or employee of the Trust, including any Covered Person
or employee of the Trust who is or was serving at the request of the
Trust as a Trustee, officer or employee of a corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Trustees would
have the power to indemnify him against such liability.
The Trust may not acquire or obtain a contract for insurance that
protects or purports to protect any Trustee or officer of the Trust
against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason or willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved
in the conduct of his office.
ARTICLE X
SEAL
The seal of the Trust shall be circular in form and bear the name of
the trust and the year of its organization. The form of the seal
shall be subject to alteration by the Trustees and the seal may be
used by causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced.
Any officer or Trustee of the Trust shall have authority to affix the
seal of the Trust to any document, instrument or other paper executed
and delivered by or on behalf of the Trust; however, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed
on and its absence shall not impair the validity of any document,
instrument, or other paper executed by or on behalf of the Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of each Series of the Trust shall end on such date
as the Trustees shall from time to time determine.
ARTICLE XII
AMENDMENTS
These Bylaws may be amended at any meeting of the Trustees of the
Trust by a majority vote.
ARTICLE XIII
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders
a written financial report of the Trust including financial statements
which shall be certified at least annually by independent public
accountants.
ARTICLE XIV
HEADINGS
Headings are placed in these Bylaws for convenience of reference only
and in case of any conflict, the text of these Bylaws rather than the
headings shall control.
