Fidelity Institutional Investors Trust
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 33-43529) UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 9 [x]
and
REGISTRATION STATEMENT (No. 811-6448) UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. 9 [x]
Fidelity Institutional Investors Trust
(Exact Name of Registrant as Specified in Trust Instrument)
1201 N. Market Street, P.O. Box 1347
Wilmington, DE 19899-1347
(Address Of Principal Executive Office)
Registrant's Telephone Number: (617) 570-7000
Siobhan Perkins
Morris, Nichols, Arsht & Tunnell
1201 N. Market Street, P.O. Box 1347
Wilmington, DE 19899-1347
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( x ) on January 19, 1995 pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule before January 29, 1995.
FIDELITY INSTITUTIONAL INVESTORS TRUST:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 a,b Cover Page
2 a Expenses
b,c Contents; Who May Want to Invest
3 a,b Financial Highlights
c Performance
4 a(i) Charter
a(ii) Investment Principles and Risks; Securities and
Investment Practices
b Securities and Investment Practices
c Who May Want to Invest; Investment Principles
and Risks; Securities and Investment Practices
5 a Charter
b(i) Cover Page; Charter
b(ii) FMR and Its Affiliates; Charter; Breakdown of
Expenses
b(iii) Expenses; Breakdown of Expenses
c,d, Charter; Breakdown of Expenses; Cover Page;
FMR and Its Affiliates
e FMR and Its Affiliates; Other Expenses
f Expenses
g Expenses; FMR and Its Affiliates
5A Performance
6 a(i) Charter
a(ii) How to Buy Shares; How to Sell Shares; Investor
Services; Transaction Details; Exchange Restrictions
a(iii) *
b FMR and Its Affiliates
c Exchange Restrictions
d *
e Cover Page; How to Buy Shares; How to Sell Shares; Investor Services;
Exchange Restrictions
f,g Dividends, Capital Gains, and Taxes
7 a Charter; Cover page
b How to Buy Shares; Transaction Details
c How to Buy Shares; Transaction Details
d How to Buy Shares
e, Transaction Details
f, Breakdown of Expenses
8 How to Sell Shares; Investor Services; Transaction Details; Exchange
Restrictions
9 *
* Not Applicable
Form N-1A Item Number Statement of Additional Information
Part B
10 a,b Cover Page
11 Table of Contents
12 *
13 a,b,c Investment Policies and Limitations
d *
15 a,b,c Trustees and Officers, FMR
16 a(i) FMR
a(ii) Trustees and Officers
a(iii),b Management Contract
c *
d Management Contract
e *
f Distribution and Service Plan
g *
h Description of the Trust
i Contracts with Companies Affiliated with FMR
17 a Portfolio Transactions
b *
c,d Portfolio Transactions
18 a Description of the Trust
b *
19 a Additional Purcahse and Redemption Information
b Valuation of Portfolio Securities
c *
20 Distributions and Taxes
21 a(i,ii) Contracts with Companies Affiliated with FMR, Distribution and
Service Plan
a(iii),b,c *
22 Performance
23 Financial Statements for the fiscal year ended November 30, 1994 will
be filed by subsequent amendment.
* Not Applicable
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST)
82 DEVONSHIRE STREET, BOSTON, MA 02109
PROSPECTUS
The fund seeks to obtain as high a level of current income as is consistent
with the preservation of capital and liquidity, and to maintain a constant
net asset value of $1.00 per share. The fund seeks to achieve this
objective by investing in obligations issued or guaranteed as to principal
and interest by the U.S. government and obligations of U.S. government
agencies or instrumentalities that are backed by the full faith and credit
of the U.S. government, and in repurchase agreements secured by these
obligations.
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain copy of
the fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated January 19, 1995. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-343-9222.
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL MAINTAIN A
STABLE $1.00 SHARE PRICE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION.
SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY, AND ARE SUBJECT
TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SLAMG-pro-195
January 19, 1995
CONTENTS
KEY FACTS 3 WHO MAY WANT TO INVEST
3 EXPENSES The fund's yearly
operating expenses
4 FINANCIAL HIGHLIGHTS A summary
of the fund's financial data
5 PERFORMANCE How the fund has
done over time
THE FUND IN DETAIL 6 CHARTER How the fund is
organized.
6 INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.
8 BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.
YOUR ACCOUNT 9 HOW TO BUY SHARES Opening an
account and making additional
investments.
10 HOW TO SELL SHARES Taking money
out and closing your account.
10 INVESTOR SERVICES Services to
help you manage your account.
SHAREHOLDER AND 12 DIVIDENDS, CAPITAL GAINS, AND
ACCOUNT POLICIES TAXES
12 TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.
14 EXCHANGE RESTRICTIONS
KEY FACTS
WHO MAY WANT TO INVEST
The fund offers an economical and convenient vehicle for investmentof
available cash by state and local governments, their political
subdivisions, agencies, instrumentalities and public authorities.
Tax-exempt bond proceeds subject to arbitrage limitations or rebate
requirements under the Tax Reform Act of 1986 may also be invested in the
fund by issuers, trustees or others.
The fund may be appropriate for these investors who would like to earn
income at current money market rates while preserving the value of their
investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
The fund is managed to keep its share price stable at $1.00 and offers an
added measure of safety with its focus on U.S. government securities.
The fund does not constitute a balanced investment plan. However, because
it emphasizes stability, it could be well-suited for a portion of your
investment. The fund offers free checkwriting to give you a convenient way
to manage your assets.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund.
Maximum sales charge on purchases and None
reinvested distributions
Maximum deferred sales None
charge on redemptions
Redemption fee None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to Fidelity Management & Research Company (FMR). FMR
is responsible for the payment of all other fund expenses with certain
limited exceptions (see "Breakdown of Expenses" on page __).
The fund's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following are projections based on historical expenses of the fund, and
are calculated as a percentage of average net assets.
Management fee 0.43
%
12b-1 fee (Distribution Fee) None
Other expenses 0.00
%
Total operating expenses 0.43
%
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in the fund assuming (1) a 5% annual return and (2) full
redemption at the end of each time period:
1 3 5 10 Years
Year Years Years
$ $ $ $
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FINANCIAL HIGHLIGHTS
The financial highlights table that follows and the fund's financial
statements are included in the fund's Annual Report and have been audited
by _______________, independent accountants. Their report on the financial
statements and financial highlights is included in the Annual Report[s].
The financial statements, the financial highlights, and the report are
attached.
[TO BE FILED BY SUBSEQUENT AMENDMENT]
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD. The
total returns and yields that follow are based on historical fund results
and do not reflect the effect of taxes. The fund's fiscal year runs from
December 1 through November 30.
For the seven-day period ended November 30, 1994, the fund's yield was
____% and its effective yield was ____%.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate.
When a yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
Seven-day yield illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance call 1-800-343-9222.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL
CHARTER
GOVERNMENT MONEY MARKET PORTFOLIO IS A MUTUAL FUND : an investment that
pools shareholders' money and invests it toward a specified goal. The fund
is currently a diversified fund of Fidelity Institutional Investors Trust,
an open-end management investment company organized as a Delaware business
trust on January 29, 1992.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity
Investments Institutional Operations Company (FIIOC), the transfer agent,
will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts. It includes a number of
different subsidiaries and divisions which provide a variety of financial
services and products. The fund employs various Fidelity companies to
perform activities required for its operation.
The fund is managed by FMR, which handles the fund's business affairs. FMR
Texas has primary responsibility for providing investment management
services.
As of November 30, 1994, FMR advised funds having approximately
million shareholders accounts with a total value of more than $ billion.
FDC distributes and markets Fidelity's funds and services. FIIOC performs
transfer agent servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR and FMR Texas, through
ownership of voting common stock, members of the Edward C. Johnson 3d
family form a controlling group with respect to FMR Corp. Changes may
occur in the Johnson family group, through death or disability, which would
result in changes in each individual family members' holding of stock.
Such changes could result in one or more family members becoming holders of
over 25% of the stock. FMR Corp has received an opinion of counsel that
changes in the composition of the Johnson family group under these
circumstances would not result in the termination of the fund's management
or distribution contracts and, accordingly, would not require a shareholder
vote to continue operation under those contracts.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The fund only invests in obligations that are issued or guaranteed as to
principal and interest by the U.S. government and obligations of U.S.
government agencies; instrumentalities that are backed by the full faith
and credit of the U.S. government; and in repurchase agreements secured by
these obligations. These policies can be changed only upon 90 days' prior
notification to shareholders.
The fund follows industry-standard guidelines on the quality and maturity
of its investments, which are designed to help maintain a stable $1.00
share price. The fund will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities it buys. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the fund's investment could cause its share price (and the value
of your investment) to change. It is important to note that the fund is
not guaranteed by the U.S. Government.
The fund stresses income, preservation of capital, and liquidity. It does
not seek the higher yields or capital appreciation that more aggressive
investments may provide. The fund's yield will vary from day to day,
generally reflecting current short-term interest rates and other market
conditions.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of the fund's policies
and limitations and more detailed information about the fund's investments
is contained in the fund's SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. Current holdings and recent investment strategies
are described in the fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-343-9222.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
RESTRICTIONS. The fund only invests in those U.S. government securities
that are backed by the full faith and credit of the United States.
STRIPPED SECURITIES are the separate income or principal components of a
debt instrument. These involve risks that are similar to those of other
debt securities, although they may be more volatile, and certain stripped
securities move in the same direction as interest rates.
VARIABLE- AND FLOATING-RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the market value of the fund's assets.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID SECURITIES. Some investments may be deemed by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price. Difficulty in
selling securities may result in a loss or may be costly to the fund.
RESTRICTIONS. The fund may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid securities.
BORROWING. The fund may borrow from banks and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
The fund seeks to obtain as high a level of current income as is consistent
with the preservation of capital and liquidity, and to maintain a constant
net asset value of $1.00 per share.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
FMR may, from time to time, agree to reimburse the fund for management fees
above a specified limit. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease the fund's expenses and
boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. FMR pays all
of the expenses of the fund with limited exceptions. The annual management
fee is 0.43% of the fund's average net assets.
FMR HAS A SUB-ADVISORY AGREEMENT with FMR Texas, which has primary
responsibility for providing investment management for the fund, while FMR
retains responsibility for providing the fund with other management
services. FMR pays FMR Texas 50% of its management fee (before expense
reimbursements) for these services. FMR paid FMR Texas % of the fund's
average net assets for fiscal 1994.
OTHER EXPENSES
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the shares of the fund. Fidelity Service Co.
calculates the NAV and dividends for the fund and maintains the fund's
general accounting records. These expenses are paid by FMR pursuant to its
management contract.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. The Board of Trustees
has authorized such payments. The fund does not pay FMR any separate fees
for this service.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
YOUR ACCOUNT
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The funds are managed to keep share prices stable at $1.00.
Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
3p.m. and 4 p.m. Eastern time.
If you are new to Fidelity, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Client Services
Government Team
STATE AND LOCAL ASSET
MANAGEMENT SERIES
FIIOC, ZR5
P.O. Box 1182
Boston, MA 02103-1182
An account in the fund must be registered in the name of an eligible
investor. Each shareholder may establish multiple accounts as necessary to
satisfy requirements regarding commingling of funds or for accounting
convenience. Each such account is administered separately.
BY MAIL. Applications and checks drawn on a U.S. bank payable to "SLAM:
Government Money Market Portfolio" should be mailed to the above address.
Subsequent investments may be mailed to the above address at any time and
in any amount. They should always be accompanied by the fund's name, the
name on the account, the account number and a pre-coded fund investment
slip which will be supplied upon request to the address of record by the
Client Services Government Team. The fund resrves the right to limit the
number of checks in any one investment.
BY WIRE. For wiring information and instructions, you should call the
Financial Institution through which you trade or Fidelity Client Services
Government Team. There is no fee imposed by the fund for wire purchases.
However, banks may impose such a fee.
You will receive dividends on the day of your investment, provided (i) you
telephone Fidelity Client Services Government Team between 8:30 a.m. and
3:00 pm Eastern time on days the fund is open for business to advise them
of the wire and to place the trade and (ii) the fund's custodian bank
receives the wire on the day the purchase order is accepted.
You are urged to initiate a purchase of shares as early in the day as
possible and to provide one day's advance notice when making investments in
excess of $1 million.
The fund also may accept investments of certain federal or state transfer
payments wired directly to the fund, provided that properly executed
instructions have been filed with FIIOC and the appropriate sending agency.
Additional information regarding such investments may be obtained by
calling the Client Services Government Team.
Fidelity Client Services Government Team:
Nationwide..............................800-343-9222
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $25,000
MINIMUM BALANCE $25,000
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
Your shares will be sold at the next share price calculated after your
order is received and accepted. Share price is normally calculated at 3:00
p.m. and 4 p.m. Eastern time.
The fund may take up to seven days to pay you, if making immediate payment
would adversely affect the fund.
BY WIRE. You must apply for the wire feature on your account application
and designate the U.S. commercial bank account(s) into which you wish
redemption proceeds to be deposited. Fidelity Client Services Government
Team will then notify you that this feature has been activated and that you
may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction, to Fidelity Client Services Government Team at the
address shown above.
There is no charge imposed by the fund for wiring of redemption proceeds.
However, if you purchase shares through a Financial Institution, the
Financial Institution may impose a fee for wire redemptions.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $25,000
worth of shares in the account to keep it open.
Redemption proceeds will be wired via the Federal Reserve Wire System to
the bank account of record. If a redemption request is received by
telephone between 8:30 am and 3:00 pm Eastern time, redemption proceeds
will normally be wired on the same day a redemption request is received.
BY MAIL. You may redeem any amount from your account on any business day
by submitting written instructions with an authorized signature which is on
file for that account. Written requests for redemption should be mailed to
Fidelity Client Services Government Team at the address listed above.
A check made payable to the account registration will be mailed to the
address of record, normally on the day following receipt of redemption
instructions in proper form, and no later than seven days following receipt
of such redemption instructions.
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check. You
should determine whether use of the checkwriting feature is restricted by
state or local investment statutes.
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired:
1-800-544-0118
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the Transfer Agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in the fund. Call if you need copies
of financial reports or historical account information.
SUBACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for banks, corporations and other institutions that wish to open
multiple accounts (a master account and subaccounts). An investor wishing
to utilize FIIOC's subaccounting facilities or other special services for
individual or multiple accounts may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined on the basis of the level of services to be rendered.
ARBITRAGE REPORTING SERVICES. Special reporting is available for state and
local entities that require rebate calculations for the invested proceeds
of their issued tax-exempt obligations pursuant to the Tax Reform Act of
1986. Neither Fidelity nor the fund assumes responsibility for the accuracy
of the services provided. Please contact the Client Services Government
Team for more complete information.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
distributed in the form of full and fractional shares on the first business
day of the following month. Based on prior approval of the fund, dividends
relating to shares redeemed during the month can be distributed in the form
of full and fractional shares on the day of redemption. The fund reserves
the right to limit this service.
Your dividend and capital gain distributions, if any, will be automatically
reinvested in additional shares of the fund unless otherwise specified on
your application.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the record date of the distribution. The mailing of distribution checks
will begin within seven days.
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed.
For beneficial owners of fund shares that are not states or political
subdivisions of states but are otherwise taxable entities, distributions
derived from net investment income and short-term capital gains are taxable
as ordinary income.
Distributions are subject to federal income tax, and may also be subject to
state or local taxes. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions,
if any, are taxed as long-term capital gains.
Every January, the Transfer Agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not quality for the benefit.
During fiscal 1994, __% of Government Money Market Portfolio's income
distributions was from U.S. government securities.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its efforts to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
The fund may be used for the investment of surplus funds of municipalities
including funds which are subject to arbitrage limitations or rebate
requirements of the Internal Revenue Code, as amended (the Code). Under
these rebate provisions, a portion of the earnings derived from such funds
may be required to be paid to the U.S. Treasury as computed in accordance
with the requirements of the Code. Section 115 (1) of the Code provides,
in part, that gross income does not include income derived from the
exercise of any essential governmental function and accruing to a state or
any political subdivision thereof and, to the extent that investments in
the fund are made in connection with such functions, states or political
subdivisions of states will not be subject to taxation on income or gains
derived from an investment in the fund. Prospective investors are advised
to consult their counsel for concurrence that investment in the fund is
permitted and suitable.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS and its NAV is calculated each day that both
the Federal Reserve Bank of New York (New York Fed) and the NYSE are open.
The following holiday closings have been scheduled for 1995: New Year's
Day [(observed)], Washington's Birthday [(observed)], Good Friday, Memorial
Day [(observed)], Independence Day [(observed)], Labor Day, Thanksgiving
Day, and Christmas Day [(observed)]. Although FMR expects the same holiday
schedule to be observed in the future, the New York Fed or the NYSE may
modify its holiday schedule at any time. On any day that the New York Fed
or the NYSE closes early, or as permitted by the SEC, the right is reserved
to advance the time on that day by which purchase and redemption orders
must be received on any day: (i) that the principal government securities
markets close early, such as on days in advance of holidays generally
observed by participants in such markets or (ii) to the extent that
portfolio securities are traded in other markets on days when the New York
Fed or the NYSE is closed, the fund's NAV may be affected on days when
investors do not have access to the fund to purchase or redeem shares.
Certain Fidelity funds may follow different holiday closing schedules.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and dividing the result by the number of
shares outstanding. The fund values its portfolio securities on the basis
of amortized cost. This method minimizes the effect of changes in a
security's market value and helps the fund maintain a stable $1.00 share
price.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of the confirmation
statements immediately after receipt. If an investor does not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions. Additional documentation may be required from corporations,
associations and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page __. Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of the fund.
To allow FMR to manage the fund most effectively, you are urged to initiate
transactions as early in the day as possible and to provide one day's
notice to Fidelity Client Services when making transactions in excess of $1
million.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or the
Transfer Agent has incurred.
Net interest income for dividend purposes is determined by Fidelity Service
Co. on a daily basis and shall be payable to shareholders of record at the
time of its declaration (including, for this purpose, holders of shares
purchased, but excluding holders of shares redeemed, on that day).
Shareholders of record as of 3:00 p.m. Eastern time will be entitled to
dividends declared that day.
Shares purchased at the 4:00 pm Eastern time price (including all purchases
by check) begin to earn income dividends on the following business day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) The fund may withhold redemption proceeds until it is
reasonably assured that investments made in clearinghouse funds have been
collected.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
fund may suspend redemption or postpone payment dates. In cases of
suspension of the right of redemption, the request for redemption may
either be withdrawn or payment may be made based on the NAV next determined
after the termination of the suspension.
IF YOUR ACCOUNT FALLS BELOW $25,000 due to redemption, the account may be
closed and the proceeds may be mailed to the address of record. You will be
given 30 days notice that your account will be closed unless it is
increased to the minimum.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
For purposes of determining the minimum balance, multiple accounts within
the fund will be aggregated.
EXCHANGE RESTRICTIONS
EXCHANGE-PRIVILEGE. Shares of the fund may be exchanged (subject to the
minimum initial investment requirement and the terms of the program of
services offered by your Financial Institution, if any) for shares of other
Fidelity funds that are registered, if required, in your state.
Exchanges may have tax consequences for you. For details on policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page __.
BY MAIL. Written requests for exchanges should contain the fund name,
account number, and number of shares to be redeemed, and the name of the
fund to be purchased. The letter must be signed by a person authorized to
act on behalf of the account. Letters should be sent to Client Services
Government Team at the address shown.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund. Shares will be
redeemed at the next determined NAV following receipt of the exchange
order. Shares of the fund to be acquired will be purchased at its next
determined NAV after redemption proceeds are made available. You should
note that, under certain circumstances, the fund may take up to seven days
to make redemption proceeds available for the exchange purchase of shares
of another fund. Exchanges processed at the 3:00 pm price will not earn
the dividend declared for that day. In addition, please not the following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage difference between that fund's sales charge and any
sales charge you have already paid in connection with the shares you are
exchanging.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than [four]
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the [four]
exchange limit.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincide with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST) 82 DEVONSHIRE STREET
STATEMENT OF ADDITIONAL INFORMATION BOSTON, MASSACHUSETTS 02109
This Statement of Additional Information (SAI) is not a prospectus
but should be read in conjunction with the fund's current Prospectus (dated
January 19 , 199 5 ). Please retain this document for future
reference. The fund's financial statements and financial highlights,
included in the Annual Report, for the fiscal year ended November 30, 1994,
are incorporated herein by reference. To obtain an additional copy of the
Prospectus (or the Annual Report), please call Fidelity Distributors
Corporation at 1-800-343-9222.
TABLE OF CONTENTS
Investment Policies and Limitations 2
Portfolio Transactions 4
Valuation of Portfolio Securities 6
Performance 6
Additional Purchase and Redemption Information 8
Distributions and Taxes 7
FMR 8
Trustees and Officers 9
Management Contract 10
Distribution and Service Plan 11
Contracts with Companies Affiliated with FMR 12
Description of the Trust 12
Financial Statements 13
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
SUB-ADVISER
FMR Texas Inc. (FMR Texas)
DISTRIBUTOR
Fidelity Distributors Corporation ( FDC )
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC)
CUSTODIAN
Morgan Guaranty Trust Company of New York
January 19 , 199 5
SLAMG-SAI-19 5
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in
values, net assets or other circumstances will not be considered when
determining whether the investment complies with the fund's investment
policies and limitations.
The fund's fundamental policies and limitations may not be changed without
approval of a "majority of the outstanding voting securities" (as defined
in the Investment Company Act of 1940 (1940 Act)) of the fund. However,
except for the fundamental investment limitations set forth below, the
investment policies and limitations described in this SAI are not
fundamental and may be changed without shareholder approval. The following
are the fund's fundamental investment limitations set forth in their
entirety. The fund may not:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States or its agencies or
instrumentalities) if, as a result, more than 5% of the value of its total
assets would be invested in the securities of any single issuer, or it
would hold more than 10% of the outstanding voting securities of such
issuer, except that up to 25% of the fund's assets may be invested without
regard to these limitations;
(2) issue bonds or any other class of security preferred over shares of the
fund in respect of the fund's assets or income;
(3) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold;
(4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (less liabilities
other than borrowings). Any borrowings that come to exceed 33 1/3% of the
fund's total assets by reason of a decline in net assets will be reduced
within three days to the extent necessary to comply with the 33 1/3%
limitation. The fund may engage in reverse repurchase agreements;
(6) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(7) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(8) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments; or
(10) lend any security or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties (but this limitation
does not apply to purchases of debt securities or to repurchase
agreements).
The fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies and limitations as the fund. This policy
is fundamental and may not be changed without shareholder approval.
Investment limitation (5) is construed in conformity with the 1940 Act;
accordingly, "three days" means three days, exclusive of Sundays and
holidays.
The following limitations are not fundamental, and may only be changed upon
90 days' prior notification to shareholders.
(i) The fund may not purchase the voting securities of any issuer.
(ii) The fund may not sell securities short.
(iii) The fund may not borrow money except from a bank for temporary or
emergency purposes. The fund may not purchase a security while borrowings
as described in limitation (5) representing more than 5% of its total
assets are outstanding.
(iv) The fund may not make loans, but this limitation does not apply to
purchases of debt securities or to repurchase agreements.
(v) The fund may not (a) purchase securities of other investment companies,
except in the open market where no commission except the ordinary broker's
commission is paid, or (b) purchase or retain securities issued by other
open-end investment companies. Limitations (a) and (b) do not apply to
securities received as dividends, through offers of exchange, or as a
result of a reorganization, consolidation or merger.
(vi) The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by domestic or foreign governments or
political subdivisions thereof), if, as a result, more than 5% of its total
assets would be invested in the securities of business enterprises that,
including predecessors, have a record of less than three years of
continuous operation.
(vii) The fund may not invest in oil, gas, or other mineral exploration or
development programs, or leases.
(viii) The fund may not purchase any security or enter into a repurchase
agreement if, as a result, more than 10% of its net assets would be
invested in repurchase agreements not entitling the holder to payment of
principal and interest within seven days and in securities that are
illiquid by virtue of legal or contractual restrictions on resale or the
absence of a readily available market.
(ix) The fund may not engage in reverse repurchase agreements.
(x) The fund may not underwrite securities issued by others.
(xi) The fund may not invest in securities of real estate investment trusts
that are not readily marketable, or invest in securities of real estate
limited partnerships that are not listed on the New York Stock Exchange
(NYSE) or the American Stock Exchange or traded on the NASDAQ National
Market System.
(xii) The fund may not purchase or sell futures contracts or call options.
This limitation does not apply to options attached to, or acquired or
traded together with, their underlying securities, and does not apply to
securities that incorporate features similar to options or futures
contracts.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page 4.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary
dealers in these securities; short-term currency transactions; and
short-term borrowings. In accordance with exemptive orders issued by the
Securities and Exchange Commission, the Board of Trustees has established
and periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
VARIABLE OR FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid. Variable rate securities provide for a specified
periodic adjustment in the interest rate, while floating rate securities
have interest rates that change whenever there is a change in a designated
benchmark rate. Some variable or floating rate securities have put
features.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price. The resale price reflects the purchase price plus
an agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. The obligation of the seller to
repurchase the security is secured by the underlying security. While it
does not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the underlying
security will be less than the seller's repurchase obligation "plus an
agreed-upon interest payment," as well as delays and costs to the fund in
connection with bankruptcy proceedings), it is the fund's current policy to
limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price and/or yield, with payment and delivery taking place
after the customary settlement period for that type of security (and more
than seven days in the future). Typically, no interest accrues to the
purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). Investments currently considered
by the fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days. In the
absence of market quotations, illiquid investments are valued for purposes
of monitoring amortized cost valuation at fair value as determined in good
faith by a committee appointed by the Board of Trustees. If through a
change in values, net assets, or other circumstances, the fund were in a
position where more than 10% of its net assets were invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the fund may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating services has
rated the security); or, if unrated, judged to be of equivalent quality by
FMR.
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR , pursuant to authority contained in its
Management Contract. If FMR grants investment management authority to
the sub-adviser (see the section entitled "Management Contracts"), the
sub-adviser will be authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. Securities purchased and sold
by the fund generally will be traded on a net basis (i.e., without
commission). In selecting broker-dealers, subject to applicable
limitations of the federal securities laws, FMR will consider various
relevant factors, including, but not limited to, the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency; settlement capability, and
financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; and the reasonableness
of any commissions.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund and other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). FMR maintains a listing of broker-dealers
who provide such services on a regular basis. However, as many
transactions on behalf of the money market fund are placed with
broker-dealers (including broker-dealers on the list) without regard to the
furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such broker-dealers solely because such
services were provided. The selection of such broker-dealers generally
is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
the fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers
viewed in terms of a particular transaction or FMR's overall
responsibilities to the fund and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc.
(FBSl), and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such re quirements , the
Board of Trustees has a uthorized FBSI to execute portfolio transactions
on national securities exchanges in accordance with approved procedures and
applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund, and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on
the tender of the portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the Trust are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund
or account .
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each
fund In some cases this system could have a detrimental effect on the
price or value of the security as far as the fund is concerned. In other
cases, however, the ability of the fund to participate in volume
transactions will produce better executions and prices for the fund.
It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to the fund outweighs any disadvantages
that may be said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The fund values its instruments on the basis of amortized cost. This
technique involves valuing an instrument at its cost as adjusted for
amortization of premium or accretion of discount rather than its value
based on current market quotations or appropriate substitutes which reflect
current market conditions. The amortized cost value of an instrument may
be higher or lower than the price the fund would receive if it sold the
instrument.
Valuing the fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the 1940 Act.
The fund must adhere to certain conditions under Rule 2a-7; these are
summarized on page 4.
The Board of Trustees of the trust oversees FMR's adherence to SEC rules
concerning money market funds and has established procedures designed to
stabilize the fund's net asset value (NAV) at $1.00. At such intervals as
they deem appropriate, the Trustees consider the extent to which NAV
calculated by using market valuations would deviate from $1.00 per share.
If the Trustees believe that a deviation from the fund's amortized cost per
share may result in material dilution or other unfair results to
shareholders, the Trustees have agreed to take such corrective action, if
any, as they deem appropriate to eliminate or reduce, to the extent
reasonably practicable, the dilution or unfair results. Such corrective
action could include selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; redeeming shares in kind; establishing NAV by using
available market quotations; and such other measures as the Trustees may
deem appropriate.
During periods of declining interest rates, the fund's yield based on
amortized cost may be higher than the yield based on market valuations.
Under these circumstances, a shareholder in the fund would be able to
obtain a somewhat higher yield than would result if the fund utilized
market valuations to determine its NAV per share. The converse would apply
in a period of rising interest rates.
PERFORMANCE
The fund may quote its performance in various ways. All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns. In addition to the current yield, the
fund may quote yields in advertising based on any historical seven-day
period. The fund's yield and returns fluctuate in response to market
conditions and other factors.
YIELD CALCULATIONS. The yield of the fund refers to the income generated
by an investment in the fund over a seven-day period. This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an
investment in the fund is assumed to be reinvested. The effective yield
although calculated similarly will be slightly higher than the yield
because it assumes that income earned from the investment is reinvested
(the compounding effect of reinvestment).
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. The fund and all other money
market funds calculate their yields using the same methods and standards as
required by applicable regulations. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities held by the respective investment companies they have
chosen to consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in portfolio instruments producing lower yields than the balance
of the fund's portfolio, thereby reducing the current yield of the fund.
In periods of rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions (if any) and any change in the fund's NAV
over the period. Average annual returns are calculated by determining the
growth or decline in value of a hypothetical historical investment in the
fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative return of 100% over 10 years would produce an average annual
return of 7.18%, which is the steady annual rate that would equal 100%
growth on a compounded basis in 10 years. While average annual returns are
a convenient means of comparing investment alternatives, investors should
realize that the fund's performance is not constant over time, but changes
from year to year, and that average annual returns represent averaged
figures as opposed to the actual year-to-year performance of the fund.
In addition to average annual returns, the fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a
series of redemptions, over any time period. Total returns may be broken
down into their components of income and capital (including capital gains
and changes in share price) in order to illustrate the relationship of
these factors and their contributions to total return. Total returns,
yields and other performance information may be quoted numerically or in a
table, graph or similar illustration.
The fund's performance may be compared to the performance of other
mutual funds in general, or to the performance of particular types of
mutual funds. These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to
the mutual fund rankings, the fund's performance may be compared to mutual
fund performance indices prepared by Lipper.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in
advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks. Mutual funds differ from bank
investments in several respects. For example, the fund may offer greater
liquidity or higher potential returns than CDs, and the fund does not
guarantee your principal or your return.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation based on the Consumer Price Index, and
combinations of various capital markets. The performance of these capital
markets is based on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with the
security types in any capital market may or may not correspond directly to
those of the funds. Ibbotson calculates total returns in the same method
as the funds. The funds may also compare performance to that of other
compilations or indices that may be developed and made available in the
future.
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND AVERAGES(trademark)/US
Government and Agency, which is reported in the MONEY FUND
REPORT(registered trademark), covers over 100 All-Taxable money market
funds.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging. In addition, Fidelity may
quote financial or business publications and periodicals, including model
portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques. The fund may present its fund
number, Quotron number(trademark), and CUSIP number, and discuss or quote
its current portfolio manager.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
If the Trustees determine the existing conditions make cash payment
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement
may be waived if (i) the only effect of a modification would be to reduce
or eliminate an administrative fee, redemption fee, or deferred sales
charge ordinarily payable at the time of an exchange, or (ii) the fund
suspends the redemption of the shares to be exchanged as permitted under
the 1940 Act or the rules and regulations thereunder, or the fund to be
acquired suspends the sale of its shares because it is unable to invest
amounts effectively in accordance with its investment objective and
policies. In the prospectus, t he fund has notified shareholders
that it reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if, in FMR's judgment, the fund
would be unable to invest effectively in accordance with its investment
objective and policies or would otherwise potentially be adversely
affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Dividends from the fund will not normally qualify for the
dividends-received deduction available to corporations, since the fund's
income is primarily derived from interest income and short-term capital
gains. The fund will provide information on the portion of the fund's
dividends, if any, that qualifies for this exemption.
CAPITAL GAIN DISTRIBUTIONS. The fund may distribute short-term capital
gains once a year or more often as necessary to maintain its net asset
value of $1.00 per share or to comply with distribution requirements under
federal tax law. The fund does not anticipate earning long-term capital
gains on securities held by the fund.
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business trusts,
state laws provide s for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. government
securities. Some states limit this pass-through to mutual funds that
invest a certain amount in U.S. government securities, and some types of
securities, such as repurchase agreements and some agency backed
securities, may not qualify for this pass-through benefit. The tax
treatment of your dividend distributions from the fund will be the same as
if you directly owned your proportionate share of the U.S. government
securities in the fund's portfolio. Because the income earned on most U.S.
government securities in which the fund invests is exempt from state and
local income taxes, the portion of your dividends from the fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government
securities.
TAX STATUS OF THE FUND. The fund has qualified and intends to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the Code), so that it will not be liable for federal income or
excise taxes on net investment income or capital gains to the extent that
these are distributed to shareholders in accordance with applicable
provisions of the Code.
FMR
All of the stock of FMR is owned by FMR Corp., its p arent company
organized in 1972. Through ownership of voting common stock and the
execution of a shareholders' voting agreement, Edward C. Johnson 3d,
Johnson family members, and various trusts for the benefit of the Johnson
family form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain rtransactions. For example, all
personal trades require pre-clearance, and participation in initial public
offerings is prohibited. In addition, restrictions on the timing of
personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the fund are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. Trustees and officers elected or
appointed to Income Portfolios prior to the fund's conversion from a series
of that trust to a series of Fidelity Institutional Investors Trust served
Income Portfolios in identical capacities. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
1940 Act) by virtue of their affiliation with either the fund or FMR, are
indicated by an asterisk (*).
*EDWARD C. JOHNSON 3D, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management & Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS, 340 E. 64th Street #22C, New York, NY, Trustee
(1992). Prior to her retirement in September 1991, Mrs. Davis was the
Senior Vice President of Corporate Affairs of Avon Products, Inc. She is
currently a Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores, 1990), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investments; Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), the National Arts Stabilization Fund, Greenwich
Hospital Association (1989), and Valuation Research Corp. (appraisals and
valuations, 1993).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction, 1988). In addition, he serves as a Trustee
of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. MCDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), and Commercial Intertech Corp. (water treatment equipment, 1992) and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee (1988).
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company.
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer).
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee (1988), is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He
is currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software, 1988), Georgia Power Company (electric utility), Gerber
Alley & Associates, Inc. (computer software), National Life Insurance
Company of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and Senior
Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
Treasurer (1991). Prior to becoming Treasurer of the Fidelity funds, Mr.
French was Senior Vice President, Fund Accounting - Fidelity Accounting &
Custody Services Co. (1991); Vice President, Fund Accounting - Fidelity
Accounting & Custody Services Co. (1990); and Senior Vice President, Chief
Financial and Operations Officer - Huntington Advisers, Inc. (1985-1990).
JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
FRED L. HENNING, JR., Vice President (1994) is Vice President of
Fidelity's money market funds and Senior Vice President of FMR Texas
Inc.
THOMAS D. MAHER, Assistant Vice President (1991), is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. (1990).
LELAND BARRON, Vice President of State and Local Asset Management
Series: Government Money Market Portfolio (1992), and other funds advised
by FMR, is an employee of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a
defined retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. William R. Spaulding, Bertram H. Witham, and
David L. Yunich parti cipate in the program.
As of November 30, 199 4 , the Trustees and officers owned in the
aggregate less than 1% of the outstanding shares of the fund.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services to
the fund. Under FMR's Management Contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies and limitations. FMR also provides the fund
with all necessary office facilities and personnel for servicing the fund's
investments, and compensates all officers of the fund, all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the trust
or of FMR performing services relating to research, statistical and
investment activities. In addition, FMR or its affiliates, subject to the
supervision of the Board of Trustees, provides the management and
administrative services necessary for the operation of the fund. These
services include providing facilities for maintaining the fund's
organization, supervising relations with custodians, transfer and pricing
agents, accountants, underwriters and other persons dealing with the fund,
preparing all general shareholder communications and conducting shareholder
relations, maintaining the fund's records, and the registration of the
fund's shares under federal and state law, developing management and
shareholder services for the fund and furnishing reports, evaluations and
analyses on a variety of subjects to the Board of Trustees.
FMR pays all of the expenses of the fund, except as described below.
Specific expenses payable by FMR include, without limitation, the fees and
expenses of registering and qualifying the fund and its shares for
distribution under federal and state securities laws; expenses of
typesetting for printing the Prospectus and Statement of Additional
Information; custodian charges, auditing and legal expenses; insurance
expense; association membership dues; and the expenses of mailing reports
to shareholders, shareholder meetings and proxy solicitations. Transfer
agent and dividend disbursing services are provided by FIIOC and portfolio
and general accounting record maintenance are provided through FSC, the
costs of which services are borne by FMR pursuant to its Management
Contract with the fund.
FMR pays all other expenses of the fund with the following exceptions:
compensation of all Trustees of the trust who are not "interested persons"
of the trust or of FMR; interest on borrowings; taxes; brokerage
commissions (if any); and such nonrecurring expenses as may arise,
including costs of litigation to which the fund may be a party, and any
obligation it may have to indemnify its officers and Trustees with respect
to such litigation.
For the services of FMR under the Management Contract, the fund pays FMR a
monthly management fee at the annual rate of .43% of the average net assets
of the fund throughout the month. The management fee paid to FMR is
reduced by an amount equal to the compensation paid to those Trustees who
are not "interested persons" of the Trust or FMR. For the fiscal years
ended November 30, 199 4 , 199 3 , and 199 2 the management
fees amounted to $_________, $3,631,141, and $4,472,564,
respectively.
FMR may, from time to time, agree to reimburse the fund for the expenses
above a specified percentage of average net assets. FMR retains the
ability to be repaid for these expense reimbursements in the amount that
expenses fall below the limit prior to the end of the fiscal year. Expense
reimbursements by FMR will increase the fund's yield and reimbursement by
the fund will lower its yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2 % of the first $30 million, 2% of
the next $70 million, and 1 1/2 % of average net assets in excess of
$100 million. When calculating the fund's expenses for purposes of this
regulation, the fund may exclude interest, taxes, brokerage commissions,
and extraordinary expenses, as well as a portion of its distribution plan
expenses.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
Inc. (FMR Texas) pursuant to which FMR Texas has primary responsibility for
providing portfolio investment management services to the fund.
Under the sub-advisory agreement, FMR pays FMR Texas fees equal to 50% of
the management fee payable to FMR under its management contract with the
fund. The fees paid to FMR Texas are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to time.
For the fiscal years ended November 30, 199 4 , 199 3 and
199 2 , the fund paid FMR Texas fees that amounted to $_________,
$1,804,345, and $2,216,048, respectively.
FMR Texas, a wholly owned subsidiary of FMR, was formed in 1989 and
registered under the Investment Advisers Act of 1940 on June 9, 1989 to
provide investment management services to money market mutual funds; to
advise FMR generally with respect to money market instruments; and to
manage or provide advice with respect to cash flow management.
DISTRIBUTION AND SERVICE PLAN
The fund has adopted a Distribution and Service Plan (the Plan) under Rule
12b-1 (the Rule) of the 1940 Act. The Rule provides in substance that a
mutual fund may not engage directly or indirectly in financing any activity
that is primarily intended to result in the sale of shares of the fund
except pursuant to a plan adopted by the fund under the Rule. The Trustees
have adopted the Plan to allow the fund and FMR to incur certain expenses
that might be considered, in some cases, to constitute direct or indirect
payment by the fund of distribution expenses. Under the Plan, if the
payment by the fund to FMR of management fees should be deemed to be
indirect financing by the fund of the distribution of its shares, such
payment is authorized by the Plan.
The Plan specifically recognizes that FMR, either directly or through FDC,
may use its management fee revenue, past profits or other resources,
without limitation, to pay promotional and administrative expenses in
connection with the offer and sale of shares of the fund. In addition, the
Plan provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that provide assistance in
selling shares of the fund or to third parties, including banks, that
render shareholder support services. Payment made by FMR under the Plan
during the year ended November 30, 199 4 amounted to
$ ________ .
The Plan was approved by shareholders on December 14, 1988. As required by
the Rule, the Trustees carefully considered all pertinent factors relating
to the implementation of the Plan prior to its approval, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plan does not authorize payments by the fund other than those made to FMR
under the Management Contract with the fund. To the extent that the Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of the fund, additional sales of the fund's shares may result.
Additionally, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, in FDC's opinion the Act should not
preclude a bank from performing shareholder support services, servicing and
recordkeeping functions. FDC intends to engage banks only to perform such
functions. However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates or
subsidiaries, as well as further judicial or administrative decisions or
interpretations, could prevent a bank from continuing to perform all or a
part of the contemplated services. If a bank were prohibited from so
acting, the Trustees would consider what actions, if any, would be
necessary to continue to provide efficient and effective shareholder
services. In such event, changes in the operation of the fund might occur,
including possible termination of any automatic investment or redemption or
other services then provided by the bank. It is not expected that
shareholders would suffer any adverse financial consequences as a result of
any of these occurrences. The fund may execute portfolio transactions with
and purchase securities issued by depository institutions that receive
payments under their respective Plan. No preference will be shown in the
selection of investments for the instruments of such depository
institutions.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FIIOC is a transfer, dividend disbursing, and shareholders' servicing
agent for the fund. The costs of these services are borne by FMR pursuant
to its management contract with the fund. FSC calculates the fund's net
asset value per share and dividends, and maintains the fund's general
accounting records. The costs of these services are also borne by FMR
pursuant to its management contract with the fund.
The fund has a distribution agreement with Distributors, a Massachusetts
corporation organized on July 18, 1960. Distributors is a broker-dealer
registered under the Securities and Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. The distribution
agreement calls for Distributors to use all reasonable efforts, consistent
with its other business to secure purchasers for the shares of the fund,
which are continuously offered. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. State and Local Asset Management Series: Government
Money Market Portfolio is a fund of Fidelity Institutional Investors
Trust (the trust), an open-end management investment company originally
organized as a Massachusetts business trust dated May 6, 1983. On January
29, 1992 the trust was converted to a Delaware business trust pursuant to
an agreement approved by shareholders on November 13, 1991. The
Delaware trust, which was organized on June 20, 1991 under the name Income
Portfolios II, succeeded to the name Income Portfolios. On January 15,
1992, the Board voted to change the Delaware trust's name to Fidelity
Institutional Investors Trust. Currently, the fund is the only portfolio
of the trust. The Trust Instrument permits the Trustees to create
additional funds .
In the event that FMR ceases to be the investment adviser to the
fund , the right of the trust or fund to use the identifying name
"Fidelity" may be withdrawn.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder liability
for the debts, liabilities, obligations, and expenses of the trust and
requires that a disclaimer be given in each contract entered into or
executed by the trust or the Trustees. The Trust Instrument provides for
indemnification out of the fund's property of any shareholder or
former shareholder held personally liable for the obligations of the
fund . The Trust Instrument also provides that the fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the portfolio and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial loss
on account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability was in
effect, and the fund is unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to
shareholders is extremely remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected against any liability to which t he y would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of
t h eir office.
VOTING RIGHTS. The fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the fund may, as
set forth in the Trust Instrument, call meetings of the fund for any
purpose related to the fund, inclu ding, the purpose of voting on
removal of one or more Trustees. The fund may be terminated upon
the sale of its assets to, or merger with, another open-end management
investment company, or upon liquidation and distribution of its assets.
Generally such terminations must be approved by vote of the holders of a
majority of the outstanding shares of the fund ; however, the
Trustees may, without prior shareholder approval, change the form of
organization of the fund by merger, consolidation, or incorporation.
If not so terminated or reorganized, the fund will continue
indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the fund to merge or consolidate into one or more trusts,
partnerships or corporations or cause the fund to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the fund registration
statement. The fund may invest all of its assets in another investment
company.
As of October 31, 1994 the following owned of record or beneficially 5%
or more of the outstanding shares of the fund:
CUSTODIAN. Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, New York 10260, is custodian of the assets of the fund. The
custodian takes no part in determining the investment policies of the fund
or in deciding which securities are purchased or sold by the fund. The
fund, however, may invest in obligations of the custodian and may purchase
securities from or sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks servicing as custodians for certain of the funds advised by
FMR. Transactions that have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR. ___________________________________ serves as the
fund's independent accountant. The auditor examines financial
statements for the fund s and provides other audit, tax, and related
services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
period ended November 30, 1994 are included in the fund's Annual Report,
which is attached to the Prospectus. The fund's financial statements and
financial highlights are incorporated herein by reference.
PART C. OTHER INFORMATION
Item 24.
(a) Financial Statements for the fiscal year ending November 30, 1994 are
incorporated into the Prospectus and will be filed by subsequent amendment.
(b) Exhibits:
(1)(a) Trust Instrument dated June 20, 1991 is electronically filed
herein as Exhibit 1.
(2) By-Laws of the Trust are electronically filed herein as Exhibit 2.
(3) None.
(4) None.
(5)(a) Management Contract between Income Portfolios II: State and Local
Asset Management Series: Government Money Market Portfolio and Fidelity
Management & Research Company is electronically filed herein as Exhibit
5(a).
(b) Sub-Advisory Agreement between Fidelity Management & Research Company
and FMR Texas Inc. on behalf of Income Portfolios II: State and Local
Asset Management Series: Government Money Market Portfolio is
electronically filed herein as Exhibit 5(b).
(6) General Distribution Agreement between Income Portfolios II: State
and Local Asset Management Series: Government Money Market Portfolio is
incorporated herein by reference to Exhibit 6 to the Registration
Statement.
(7) Retirement Plan for Non-Interested Person, Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Union Street Trust's Post-Effective Amendment
no.87.
(8)(a) Amendment to Custodian Agreement between Institutional
Investors Trust and Morgan Guaranty Trust Company of New York dated
September 1, 1992 is incorporated herein by reference to Exhibit 8(b) to
the Registration Statement.
(9) Not Applicable
(10) None.
(11) None
(12) None.
(13) Not Applicable.
(14) None.
(15)(a) Distribution and Service Plan pursuant to Rule 12b-1 for Income
Portfolios II: State and Local Asset Management Series: Government Money
Market Portfolio is electronically filed herein as Exhibit 15(a) to the
Registration Statement.
16. A schedule for computation of performance quotations for the Portfolio
is incorporated herein by reference to Exhibit 16 to the Registration
Statement.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of the Registrant is the same as the Boards of other
Fidelity funds managed by Fidelity Management & Research Company. In
addition, the officers of these funds are substantially identical.
Nonetheless, Registrant takes the position that is not under common control
with these other funds since the power residing in the respective Boards
and officers arises as the result of an official position with the
respective funds.
Item 26. Number of Holders of Securities
August 31, 1994
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
State and Local Asset Management Series:
Government Money Market Portfolio 502
Item 27. Indemnification
Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and call
claims and demands whatsoever. Article X, Section 10.02 of the Declaration
of Trust states that the Registrant shall indemnify any present trustee or
officer to the fullest extent permitted by law against liability, and all
expenses reasonably incurred by him or her in connection with any claim,
action, suit or proceeding in which he or she is involved by virtue of his
or her service as a trustee, officer, or both, and against any amount
incurred in settlement thereof. Indemnification will not be provided to a
person adjudged by a court or other adjudicatory body to be liable to the
Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the reasonable
belief that his or her action was in the best interest of the Registrant.
In the event of a settlement, no indemnification may be provided unless
there has been a determination, as specified in the Declaration of Trust,
that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However,t he
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of their own
disabling conduct.
Pursuant to the agreement by which Fidelity Service Company ("Service") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other than
the Registrant, which names the Transfer Agent and/or the Registrant as a
party and is not based on and does not result from the Transfer Agent's
willful misfeasance, bad faith, negligence or reckless disregard of its
duties, and arises out of or in connection with the Transfer Agent's
performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of the Transfer
Agent's acting in reliance upon advice reasonably believed by the Transfer
Agent to have been given by counsel for the Registrant, or as a result of
the Transfer Agent's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.; President
and Trustee of funds advised by FMR.
J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.
Peter S. Lynch Vice Chairman of FMR (1992).
Robert Beckwitt Vice President of FMR and of funds advised by FMR.
David Breazzano Vice President of FMR (1993) and of a fund advised by
FMR.
Stephan Campbell Vice President of FMR (1993).
Dwight Churchill Vice President of FMR (1993).
Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR;
Corporate Preferred Group Leader.
Will Danoff Vice President of FMR (1993) and of a fund advised by
FMR.
Scott DeSano Vice President of FMR (1993).
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
Larry Domash Vice President of FMR (1993).
George Domolky Vice President of FMR (1993) and of a fund advised by
FMR.
Robert K. Duby Vice President of FMR.
Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.
Kathryn L. Eklund Vice President of FMR.
Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised
by FMR.
Daniel R. Frank Vice President of FMR and of funds advised by FMR.
Gary L. French Vice President of FMR and Treasurer of the funds advised
by FMR.
Michael S. Gray Vice President of FMR and of funds advised by FMR.
Lawrence Greenberg Vice President of FMR (1993).
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
William J. Hayes Senior Vice President of FMR; Equity Division Leader.
Robert Haber Vice President of FMR and of funds advised by FMR.
Richard Haberman Senior Vice President of FMR (1993).
Daniel Harmetz Vice President of FMR and of a fund advised by FMR.
Ellen S. Heller Vice President of FMR.
</TABLE>
John Hickling Vice President of FMR (1993) and of funds advised by
FMR.
<TABLE>
<CAPTION>
<S> <C>
Robert F. Hill Vice President of FMR; and Director of Technical
Research.
Stephen Jonas Treasurer and Vice President of FMR (1993); Treasurer of
FMR Texas Inc. (1993), Fidelity Management & Research
(U.K.) Inc. (1993), and Fidelity Management & Research
(Far East) Inc. (1993).
David B. Jones Vice President of FMR (1993).
Steven Kaye Vice President of FMR (1993) and of a fund advised by
FMR.
Frank Knox Vice President of FMR (1993).
Robert A. Lawrence Senior Vice President of FMR (1993); and High Income
Division Leader.
Alan Leifer Vice President of FMR and of a fund advised by FMR.
Harris Leviton Vice President of FMR (1993) and of a fund advised by
FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Malcolm W. McNaught III Vice President of FMR (1993).
Robert H. Morrison Vice President of FMR and Director of Equity Trading.
David Murphy Vice President of FMR and of funds advised by FMR.
Andrew Offit Vice President of FMR (1993).
Judy Pagliuca Vice President of FMR (1993).
Jacques Perold Vice President of FMR.
Anne Punzak Vice President of FMR and of funds advised by FMR.
Lee Sandwen Vice President of FMR (1993).
Patricia A. Satterthwaite Vice President of FMR (1993) and of a fund .
Thomas T. Soviero Vice President of FMR (1993).
Richard A. Spillane Vice President of FMR and of funds advised by FMR; and
Director of Equity Research.
Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised
by FMR.
Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income
Division Leader.
Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.
Thomas Sweeney Vice President of FMR (1993).
Donald Taylor Vice President of FMR (1993) and of funds advised by
FMR.
Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised
by FMR.
Joel Tillinghast Vice President of FMR (1993) and of a fund advised by
FMR.
Robert Tucket Vice President of FMR (1993).
George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; and Growth Group Leader.
Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised
by FMR.
Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.
Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of
FMR; Vice President, Legal of FMR Corp.; and Secretary
of funds advised by FMR.
</TABLE>
(4) FMR TEXAS INC. (FMR Texas)
FMR Texas provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have held
the following positions of a substantial nature during the past two fiscal
years.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Texas; Chairman of the
Executive Committee of FMR; President and Chief
Exective Officer of FMR Corp.; Chairman of the Board
and a Director of FMR, FMR Corp., Fidelity
Management & Research (Far East) Inc. and Fidelity
Management & Research (U.K.) Inc.; President and
Trustee of funds advised by FMR.
J. Gary Burkhead President and Director of FMR Texas; President of FMR;
Managing Director of FMR Corp.; President and a
Director of Fidelity Management & Research (Far East)
Inc. and Fidelity Management & Research (U.K.) Inc.;
Senior Vice President and Trustee of funds advised by
FMR.
Fred L. Henning, Jr. Senior Vice President of FMR Texas; Money Market
Division Leader.
Robert Auld Vice President of FMR Texas (1993).
Leland Barron Vice President of FMR Texas and of funds advised by
FMR.
Robert Litterst Vice President of FMR Texas and of funds advised by
FMR (1993).
Thomas D. Maher Vice President of FMR Texas.
Burnell R. Stehman Vice President of FMR Texas and of funds advised by
FMR.
John J. Todd Vice President of FMR Texas and of funds advised by
FMR.
Sarah H. Zenoble Vice President of FMR Texas and of funds advised by
FMR.
Steven Jonas Treasurer of FMR Texas Inc. (1993), Fidelity Manage-
ment & Research (U.K.) Inc. (1993), and Fidelity Man-
agement & Research (Far East) Inc. (1993); Treasurer
and Vice President of FMR (1993).
David C. Weinstein Secretary of FMR Texas; Clerk of Fidelity Management
& Research (U.K.) Inc.; Clerk of Fidelity Management &
Research (Far East) Inc.
</TABLE>
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
ARK Funds
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Nita B. Kincaid Director None
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
William L. Adair Senior Vice President None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the fund's custodian:
Morgan Guaranty Trust Company of New York, 61 Wall Street, 37th Floor, New
York, N.Y.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No.9 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, and MA, on the 10th day of November 1994.
Fidelity Institutional Investors Trust
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee November 10, 1994
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Gary L. French Treasurer November 10, 1994
Gary L. French
/s/J. Gary Burkhead Trustee November 10, 1994
J. Gary Burkhead
/s/Ralph F. Cox * Trustee November 10, 1994
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee November 10, 1994
Phyllis Burke Davis
/s/Richard J. Flynn * Trustee November 10, 1994
Richard J. Flynn
/s/E. Bradley Jones * Trustee November 10, 1994
E. Bradley Jones
/s/Donald J. Kirk * Trustee November 10, 1994
Donald J. Kirk
/s/Peter S. Lynch * Trustee November 10, 1994
Peter S. Lynch
/s/Edward H. Malone * Trustee November 10, 1994
Edward H. Malone
/s/Marvin L. Mann * Trustee November 10, 1994
Marvin L. Mann
/s/Gerald C. McDonough* Trustee November 10, 1994
Gerald C. McDonough
/s/Thomas R. Williams * Trustee November 10, 1994
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity any
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Pre-Effective Amendments or
Post-Effective Amendments to said Registration Statements on Form N-1A or
any successor thereto, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993
Edward C. Johnson 3d
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Director, Trustee or General Partner (collectively,
the "Funds"), hereby severally constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Robert C. Hacker, Richard M. Phillips, Dana L. Platt
and Stephanie Xupolos, each of them singly, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact
or their substitutes may do or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.
/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Marvin L. Mann
Ralph F. Cox Marvin L. Mann
/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
FIDELITY INSTITUTIONAL INVESTORS TRUST
TRUST INSTRUMENT
TABLE OF CONTENTS
Page
ARTICLE I -- NAME AND DEFINITIONS 1
Section 1.01 Name 1
Section 1.02 Definitions 1
ARTICLE II -- BENEFICIAL INTEREST 2
Section 2.01 Shares of Beneficial Interest 2
Section 2.02 Issuance of Shares 2
Section 2.03 Register of Shares and Share Certificates 2
Section 2.04 Transfer of Shares 2
Section 2.05 Treasury Shares 2
Section 2.06 Establishment of Series 3
Section 2.07 Investment in the Trust 3
Section 2.08 Assets and Liabilities of Series 3
Section 2.09 No Preemptive Rights 4
Section 2.10 Personal Liability of Shareholders 4
Section 2.11 Assent to Trust Instrument 4
ARTICLE III -- THE TRUSTEES 4
Section 3.01 Management of the Trust 4
Section 3.02 Initial Trustees 5
Section 3.03 Term of Office of Trustees 5
Section 3.04 Vacancies and Appointment of Trustees 5
Section 3.05 Temporary Absence of Trustee510
Section 3.06 Number of Trustee5 5
Section 3.07 Effect of Death, Resignation, Etc. of a Trustee 5
Section 3.08 Ownership of Assets of the Trust 5
ARTICLE IV -- POWERS OF THE TRUSTEES 6
Section 4.01 Powers 6
Section 4.02 Issuance and Repurchase of Shares 8
Section 4.03 Trustees and Officers as Shareholders 8
Section 4.04 Action By the Trustees 8
Section 4.05 Chairman of the Trustees 8
Section 4.06 Principal Transactions 8
ARTICLE V -- EXPENSES OF THE TRUST 8
Section 5.01 Trustee Reimbursement 8
ARTICLE VI -- INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
9
Section 6.01 Investment Adviser 9
Section 6.02 Principal Underwriter 9
Section 6.03 Transfer Agent 9
Section 6.04 Parties to Contract 9
Section 6.05 Provisions and Amendments 10
- -i-
ARTICLE VII -- SHAREHOLDERS' VOTING POWERS AND MEETINGS 10
Section 7.01 Voting Powers 10
Section 7.02 Meetings 10
Section 7.03 Quorum and Required Vote 11
ARTICLE VIII -- CUSTODIAN 11
Section 8.01 Appointment and Duties 11
Section 8.02 Central Certificate System 12
ARTICLE IX -- DISTRIBUTIONS AND REDEMPTIONS 12
Section 9.01 Distributions 12
Section 9.02 Redemptions 12
Section 9.03 Determination of Net Asset Value and Valuation of Portfolio
Assets 12
Section 9.04 Suspension of the Right of Redemption 13
Section 9.05 Redemption of Shares in Order to Qualify as 13
Regulated Investment Company
ARTICLE X -- LIMITATION OF LIABILITY AND INDEMNIFICATION 13
Section 10.01 Limitation of Liability 13
Section 10.02 Indemnification 14
Section 10.03 Shareholders 15
ARTICLE XI - MISCELLANEOUS 15
Section 11.01 Trust Not a Partnership 15
Section 11.02 Trustee's Good Faith Action, Expert Advice,No Bond or Surety
15
Section 11.03 Establishment of Record Dates 15
Section 11.04 Termination of Trust 15
Section 11.05 Reorganization 16
Section 11.06 Filing of Copies, References, Headings 16
Section 11.07 Applicable Law 16
Section 11.08 Amendments 17
Section 11.09 Fiscal Year 17
Section 11.10 Use of the Word "Fidelity" 17
Section 11.11 Provisions in Conflict with Law 17
- -ii-
FIDELITY INSTITUTIONAL INVESTORS TRUST
TRUST INSTRUMENT, made as of June 20, 1991 by Edward C. Johnson 3d, J.
Gary Burkhead and Gary L. French (the "Trustees").
WHEREAS, the Trustees desire to establish a business trust for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust hereunder shall be held and managed in trust under
this Trust Instrument as herein set forth below.
ARTICLE I
NAME AND DEFINITIONS
NAME
Section 1.01. The name of the trust created hereby is the "Fidelity
Institutional Investors Trust."
DEFINITIONS.
Section 1.02. Wherever used herein, unless otherwise required by the
context or specifically provided:
(a) "Bylaws" means the Bylaws referred to in Article IV, Section 4.01(e)
hereof, as from time to time amended;
(b) The term "Commission" has the meaning given it in the 1940 Act. The
terms "Affiliated Person", "Assignment", "Interested Person" and "Principal
Underwriter" shall have the meanings given them in the 1940 Act, as
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretive releases of
the Commission thereunder. "Majority Shareholder Vote" shall have the same
meaning as the term "vote of a majority of the outstanding voting
securities" is given in the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Commission or any rules or regulations
adopted or interpretive releases of the Commission thereunder.
(c) The "Delaware Act" refers to Chapter 38 of Title 12 of the Delaware
Code entitled "Treatment of Delaware Business Trusts," as it may be amended
from time to time.
(d) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article IX, Section 9.03 hereof;
(e) "Outstanding Shares" means those Shares shown from time to time in the
books of the Trust or its Transfer Agent as then issued and outstanding,
but shall not include Shares which have been redeemed or repurchased by the
Trust and which are at the time held in the treasury of the Trust;
(f) "Series" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.06 hereof.
(g) "Shareholder" means a record owner of Outstanding Shares of the Trust;
(h) "Shares" means the equal proportionate transferable units of
beneficial interest into which the beneficial interest of each Series of
the Trust or class thereof shall be divided and may include fractions of
Shares as well as whole Shares;
(i) The "Trust" refers to Fidelity Institutional Investors Trust and
reference to the Trust, when applicable to one or more Series of the Trust,
shall refer to any such Series;
(j) The "Trustees" means the person or persons who has or have signed this
Trust Instrument, so long as he or they shall continue in office in
accordance with the terms hereof, and all other persons who may from time
to time be duly qualified and serving as Trustees in accordance with the
provisions of Article III hereof and reference herein to a Trustee or to
the Trustees shall refer to the individual Trustees in their capacity as
Trustees hereunder;
(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of one
or more of the Trust or any Series, or the Trustees on behalf of the Trust
or any Series.
(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.
ARTICLE II
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
Section 2.01. The beneficial interest in the Trust shall be divided into
such transferable Shares of one or more separate and distinct Series or
classes of a Series as the Trustees shall from time to time create and
establish. The number of Shares of each Series, and class thereof,
authorized hereunder is unlimited. Each Share shall have no par value.
All Shares issued hereunder, including without limitation, Shares issued in
connection with a dividend in Shares or a split or reverse split of Shares,
shall be fully paid and nonassessable.
ISSUANCE OF SHARES
Section 2.02. The Trustees in their discretion may, from time to time,
without vote of the Shareholders, issue Shares, in addition to the then
issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, subject to
applicable law, including cash or securities, at such time or times and on
such terms as the Trustees may deem appropriate, and may in such manner
acquire other assets (including the acquisition of assets subject to, and
in connection with, the assumption of liabilities) and businesses. In
connection with any issuance of Shares, the Trustees may issue fractional
Shares and Shares held in the treasury. The Trustees may from time to
time divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000th of a Share or integral multiples
thereof.
REGISTER OF SHARES AND SHARE CERTIFICATES
Section 2.03. A register shall be kept at the principal office of the
Trust or an office of the Trust's transfer agent which shall contain the
names and addresses of the Shareholders of each Series, the number of
Shares of that Series (or any class or classes thereof) held by them
respectively and a record of all transfers thereof. As to Shares for which
no certificate has been issued, such register shall be conclusive as to who
are the holders of the Shares and who shall be entitled to receive
dividends or other distributions or otherwise to exercise or enjoy the
rights of Shareholders. No Shareholder shall be entitled to receive
payment of any dividend or other distribution, nor to have notice given to
him as herein or in the Bylaws provided, until he has given his address to
the transfer agent or such other officer or agent of the Trustees as shall
keep the said register for entry thereon. The Trustees, in their
discretion, may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use. Such certificates may
be issuable for any purpose limited in the Trustees discretion. In the
event that one or more certificates are issued, whether in the name of a
shareholder or a nominee, such certificate or certificates shall constitute
evidence of ownership of Shares for all purposes, including transfer,
assignment or sale of such Shares, subject to such limitations as the
Trustees may, in their discretion, prescribe.
TRANSFER OF SHARES
Section 2.04. Except as otherwise provided by the Trustees, Shares shall
be transferable on the records of the Trust only by the record holder
thereof or by his agent thereunto duly authorized in writing, upon delivery
to the Trustees or the Trust's transfer agent of a duly executed instrument
of transfer, together with a Share certificate, if one is outstanding, and
such evidence of the genuineness of each such execution and authorization
and of such other matters as may be required by the Trustees. Upon such
delivery the transfer shall be recorded on the register of the Trust.
Until such record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the
Trustees nor the Trust, nor any transfer agent or registrar nor any
officer, employee or agent of the Trust shall be affected by any notice of
the proposed transfer.
TREASURY SHARES
Section 2.05. Shares held in the treasury shall, until reissued pursuant
to Section 2.02 hereof, not confer any voting rights on the Trustees, nor
shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
ESTABLISHMENT OF SERIES
Section 2.06. The Trust created hereby shall consist of one or more
Series and separate and distinct records shall be maintained by the Trust
for each Series and the assets associated with any such Series shall be
held and accounted for separately from the assets of the Trust or any other
Series. The Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of the
Shareholders of any Series of the Trust, to establish and designate and to
change in any manner any such Series of Shares or any classes of initial or
additional Series and to fix such preferences, voting powers, rights and
privileges of such Series or classes thereof as the Trustees may from time
to time determine, to divide or combine the Shares or any Series or classes
thereof into a greater or lesser number, to classify or reclassify any
issued Shares or any Series or classes thereof into one or more Series or
classes of Shares, and to take such other action with respect to the Shares
as the Trustees may deem desirable. The establishment and designation of
any Series shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and designation
and the relative rights and preferences of the Shares of such Series. A
Series may issue any number of Shares and need not issue shares. At any
time that there are no Shares outstanding of any particular Series
previously established and designated, the Trustees may by a majority vote
abolish that Series and the establishment and designation thereof.
All references to Shares in this Trust Instrument shall be deemed to be
Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally
to each Series of the Trust, and each class thereof, except as the context
otherwise requires.
Each Share of a Series of the Trust shall represent an equal beneficial
interest in the net assets of such Series. Each holder of Shares of a
Series shall be entitled to receive his pro rata share of distributions of
income and capital gains, if any, made with respect to such Series. Upon
redemption of his Shares, such Shareholder shall be paid solely out of the
funds and property of such Series of the Trust.
INVESTMENT IN THE TRUST
Section 2.07. The Trustees shall accept investments in any Series of the
Trust from such persons and on such terms as they may from time to time
authorize. At the Trustees' discretion, such investments, subject to
applicable law, may be in the form of cash or securities in which the
affected Series is authorized to invest, valued as provided in Article IX,
Section 9.03 hereof. Investments in a Series shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset Value per
Share next determined after the investment is received; provided, however,
that the Trustees may, in their sole discretion, (a) fix the Net Asset
Value per Share of the initial capital contribution, (b) impose a sales
charge upon investments in the Trust in such manner and at such time
determined by the Trustees or (c) issue fractional Shares.
ASSETS AND LIABILITIES OF SERIES
Section 2.08. All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall be held and accounted for separately from the other assets of
the Trust and of every other Series and may be referred to herein as
"assets belonging to" that Series. The assets belonging to a particular
Series shall belong to that Series for all purposes, and to no other
Series, subject only to the rights of creditors of that Series. In
addition, any assets, income, earnings, profits or funds, or payments and
proceeds with respect thereto, which are not readily identifiable as
belonging to any particular Series shall be allocated by the Trustees
between and among one or more of the Series in such manner as the Trustees,
in their sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series for all
purposes, and such assets, income, earnings, profits or funds, or payments
and proceeds with respect thereto shall be assets belonging to that Series.
The assets belonging to a particular Series shall be so recorded upon the
books of the Trust, and shall be held by the Trustees in trust for the
benefit of the holders of Shares of that Series. The assets belonging to
each particular Series shall be charged with the liabilities of that Series
and all expenses, costs, charges and reserves attributable to that Series.
Any general liabilities, expenses, costs, charges or reserves of the Trust
which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any one or
more of the Series in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series for all purposes. Without
limitation of the foregoing provisions of this Section 2.08, but subject to
the right of the Trustees in their discretion to allocate general
liabilities, expenses, costs, charges or reserves as herein provided, the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular Series shall be enforceable
against the assets of such Series only, and not against the assets of the
Trust generally. Notice of this contractual limitation on inter-Series
liabilities may, in the Trustee's sole discretion, be set forth in the
certificate of trust of the Trust (whether originally or by amendment) as
filed or to be filed in the Office of the Secretary of State of the State
of Delaware pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions of Section
3804 of the Delaware Act relating to limitations on inter-Series
liabilities (and the statutory effect under Section 3804 of setting forth
such notice in the certificate of trust) shall become applicable to the
Trust and each Series. Any person extending credit to, contracting with or
having any claim against any Series may look only to the assets of that
Series to satisfy or enforce any debt, liability, obligation or expense
incurred, contracted for or otherwise existing with respect to that Series.
No Shareholder or former Shareholder of any Series shall have a claim on or
any right to any assets allocated or belonging to any other Series.
NO PREEMPTIVE RIGHTS
Section 2.09. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust
or the Trustees, whether of the same or other Series.
PERSONAL LIABILITY OF SHAREHOLDERS
Section 2.10. Each Shareholder of the Trust and of each Series shall not
be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the
Trust or by or on behalf of any Series. The Trustees shall have no power
to bind any Shareholder personally or to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay by way of subscription
for any Shares or otherwise. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees relating to
the Trust or to a Series shall include a recitation limiting the obligation
represented thereby to the Trust or to one or more Series and its or their
assets (but the omission of such a recitation shall not operate to bind any
Shareholder or Trustee of the Trust).
ASSENT TO TRUST INSTRUMENT
Section 2.11. Every Shareholder, by virtue of having purchased a Share
shall become a Shareholder and shall be held to have expressly assented and
agreed to be bound by the terms hereof.
ARTICLE III
THE TRUSTEES
MANAGEMENT OF THE TRUST
Section 3.01. The Trustees shall have exclusive and absolute control over
the Trust Property and over the business of the Trust to the same extent as
if the Trustees were the sole owners of the Trust Property and business in
their own right, but with such powers of delegation as may be permitted by
this Trust Instrument. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of
Delaware, in any and all states of the United States of America, in the
District of Columbia, in any and all commonwealths, territories,
dependencies, colonies, or possessions of the United States of America, and
in any foreign jurisdiction and to do all such other things and execute all
such instruments as they deem necessary, proper or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests
of the Trust made by the Trustees in good faith shall be conclusive. In
construing the provisions of this Trust Instrument, the presumption shall
be in favor of a grant of power to the Trustees.
The enumeration of any specific power in this Trust Instrument shall not
be construed as limiting the aforesaid power. The powers of the Trustees
may be exercised without order of or resort to any court.
Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 3.04 of this Article III, the Trustees shall be elected
by the Shareholders owning of record a plurality of the Shares voting at a
meeting of Shareholders. Such a meeting shall be held on a date fixed by
the Trustees. In the event that less than a majority of the Trustees
holding office have been elected by Shareholders, the Trustees then in
office will call a Shareholders' meeting for the election of Trustees.
INITIAL TRUSTEES
Section 3.02. The initial Trustees shall be the persons named herein. On
a date fixed by the Trustees, the Shareholders shall elect at least three
but not more than twelve Trustees, as specified by the Trustees pursuant to
Section 3.06 of this Article III.
TERM OF OFFICE OF TRUSTEES
Section 3.03. The Trustees shall hold office during the lifetime of this
Trust, and until its termination as herein provided; except (a) that any
Trustee may resign his trust by written instrument signed by him and
delivered to the other Trustees, which shall take effect upon such delivery
or upon such later date as is specified therein; (b) that any Trustee may
be removed at any time by written instrument, signed by at least two-thirds
of the number of Trustees prior to such removal, specifying the date when
such removal shall become effective; (c) that any Trustee who requests in
writing to be retired or who has died, become physically or mentally
incapacitated by reason of disease or otherwise, or is otherwise unable to
serve, may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) that a
Trustee may be removed at any meeting of the Shareholders of the Trust by a
vote of Shareholders owning at least two-thirds of the outstanding Shares.
VACANCIES AND APPOINTMENT OF TRUSTEES
Section 3.04. In case of the declination to serve, death, resignation,
retirement, removal, physical or mental incapacity by reason of disease or
otherwise, or a Trustee is otherwise unable to serve, or an increase in the
number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board
of Trustees shall occur, until such vacancy is filled, the other Trustees
shall have all the powers hereunder and the certificate of the other
Trustees of such vacancy shall be conclusive. In the case of an existing
vacancy, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office or by
resolution of the Trustees, duly adopted, which shall be recorded in the
minutes of a meeting of the Trustees, whereupon the appointment shall take
effect.
An appointment of a Trustee may be made by the Trustees then in office in
anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that
said appointment shall become effective only at or after the effective date
of said retirement, resignation or increase in number of Trustees. As soon
as any Trustee appointed pursuant to this Section 3.04 shall have accepted
this trust, or at such date as may be specified in the acceptance whenever
made, the trust estate shall vest in the new Trustee or Trustees, together
with the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The power to appoint a Trustee
pursuant to this Section 3.04 is subject to the provisions of Section 16(a)
of the 1940 Act.
TEMPORARY ABSENCE OF TRUSTEE
Section 3.05. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six months at any one time to any other Trustee
or Trustees, provided that in no case shall less than two Trustees
personally exercise the other powers hereunder except as herein otherwise
expressly provided.
NUMBER OF TRUSTEES
Section 3.06. The number of Trustees shall be at least three, and
thereafter shall be such number as shall be fixed from time to time by a
majority of the Trustees, provided, however, that the number of Trustees
shall in no event be more than twelve (12).
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
Section 3.07. The declination to serve, death, resignation, retirement,
removal, incapacity, or inability of the Trustees, or any one of them,
shall not operate to terminate the Trust or to revoke any existing agency
created pursuant to the terms of this Trust Instrument.
OWNERSHIP OF ASSETS OF THE TRUST
Section 3.08. The assets of the Trust and of each Series shall be held
separate and apart from any assets now or hereafter held in any capacity
other than as Trustee hereunder by the Trustees or any successor Trustees.
Legal title in all of the assets of the Trust and the right to conduct any
business shall at all times be considered as vested in the Trustees on
behalf of the Trust, except that the Trustees may cause legal title to any
Trust Property to be held by, or in the name of the Trust, or in the name
of any person as nominee. No Shareholder shall be deemed to have a
severable ownership in any individual asset of the Trust or of any Series
or any right of partition or possession thereof, but each Shareholder shall
have, except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be personal
property giving only the rights specifically set forth in this Trust
Instrument.
ARTICLE IV
POWERS OF THE TRUSTEES
POWERS
Section 4.01. The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to trust investments, but shall have full
authority and power to make any and all investments which they, in their
sole discretion, shall deem proper to accomplish the purpose of this Trust
without recourse to any court or other authority. Subject to any
applicable limitation in this Trust Instrument or the Bylaws of the Trust,
the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited by
any present or future law or custom in regard to investments by trustees,
and to sell, exchange, lend, pledge, mortgage, hypothecate, write options
on and lease any or all of the assets of the Trust;
(b) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations;
(c) To borrow money and in this connection issue notes or other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of an obligation or engagement of any other
Person and to lend Trust Property;
(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for or
by the Trust itself, or both, or otherwise pursuant to a plan of
distribution of any kind;
(e) To adopt Bylaws not inconsistent with this Trust Instrument providing
for the conduct of the business of the Trust and to amend and repeal them
to the extent that they do not reserve that right to the Shareholders; such
Bylaws shall be deemed incorporated and included in this Trust Instrument;
(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that are
members of a national securities exchange or such other entities as the
Commission may permit as custodians of any assets of the Trust subject to
any conditions set forth in this Trust Instrument or in the Bylaws;
(h) To retain one or more transfer agents and shareholder servicing
agents, or both;
(i) To set record dates in the manner provided herein or in the Bylaws;
(j) To delegate such authority as they consider desirable to any officers
of the Trust and to any investment adviser, manager, custodian, underwriter
or other agent or independent contractor;
(k) To sell or exchange any or all of the assets of the Trust, subject to
the provisions of Article XI, Section 11.04(b) hereof;
(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(m) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any trust,
whether in bearer, book entry, unregistered or other negotiable form; or
either in the name of the Trust or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according to the
usual practice of Delaware business trusts or investment companies;
(o) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
classes of such Series having relative rights, powers and duties as they
may provide consistent with applicable law;
(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series or to apportion the same between or among two or more Series,
provided that any liabilities or expenses incurred by a particular Series
shall be payable solely out of the assets belonging to that Series as
provided for in Article II hereof;
(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or concern, and to pay
calls or subscriptions with respect to any security held in the Trust;
(r) To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited
to, claims for taxes;
(s) To make distributions of income and of capital gains to Shareholders
in the manner hereinafter provided;
(t) To establish, from time to time, a minimum investment for Shareholders
in the Trust or in one or more Series or class, and to require the
redemption of the Shares of any Shareholders whose investment is less than
such minimum upon giving notice to such Shareholder;
(u) To establish one or more committees, to delegate any of the powers of
the Trustees to said committees and to adopt a committee charter providing
for such responsibilities, membership (including Trustees, officers or
other agents of the Trust therein) and any other characteristics of said
committees as the Trustees may deem proper. Notwithstanding the provisions
of this Article IV, and in addition to such provisions or any other
provision of this Trust Instrument or of the Bylaws, the Trustees may by
resolution appoint a committee consisting of less than the whole number of
Trustees then in office, which committee may be empowered to act for and
bind the Trustees and the Trust, as if the acts of such committee were the
acts of all the Trustees then in office, with respect to the institution,
prosecution, dismissal, settlement, review or investigation of any action,
suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body;
(v) To interpret the investment policies, practices or limitations of any
Series;
(w) Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of a transfer of such assets in an exchange for an
interest or interests in such investment company;
(x) To establish a registered office and have a registered agent in the
state of Delaware; and
(y) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment
of any object or the furtherance of any power hereinbefore set forth,
either alone or in association with others, and to do every other act or
thing incidental or appurtenant to or growing out of or connected with the
aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by
one or more of the Trustees in their capacity as such hereunder shall be
deemed an action on behalf of the Trust or the applicable Series, and not
an action in an individual capacity.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust.
No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
ISSUANCE AND REPURCHASE OF SHARES
Section 4.02. The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose
of, and otherwise deal in Shares and, subject to the provisions set forth
in Article II and Article IX, to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds or property of
the Trust, or the particular Series of the Trust, with respect to which
such Shares are issued.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
Section 4.03. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were not a
Trustee, officer or agent; and the Trustees may issue and sell or cause to
be issued and sold Shares to and buy such Shares from any such person or
any firm or company in which he is interested, subject only to the general
limitations herein contained as to the sale and purchase of such Shares;
and all subject to any restrictions which may be contained in the Bylaws.
ACTION BY THE TRUSTEES
Section 4.04. The Trustees shall act by majority vote at a meeting duly
called or by unanimous written consent without a meeting or by telephone
meeting provided a quorum of Trustees participate in any such telephone
meeting, unless the 1940 Act requires that a particular action be taken
only at a meeting at which the Trustees are present in person. At any
meeting of the Trustees, a majority of the Trustees shall constitute a
quorum. Meetings of the Trustees may be called orally or in writing by the
Chairman of the Board of Trustees or by any two other Trustees. Notice of
the time, date and place of all meetings of the Trustees shall be given by
the party calling the meeting to each Trustee by telephone, telefax, or
telegram sent to his home or business address at least twenty-four hours in
advance of the meeting or by written notice mailed to his home or business
address at least seventy-two hours in advance of the meeting. Notice need
not be given to any Trustee who attends the meeting without objecting to
the lack of notice or who executes a written waiver of notice with respect
to the meeting. Any meeting conducted by telephone shall be deemed to take
place at the principal office of the Trust, as determined by the Bylaws or
by the Trustees. Subject to the requirements of the 1940 Act, the Trustees
by majority vote may delegate to any one or more of their number their
authority to approve particular matters or take particular actions on
behalf of the Trust. Written consents or waivers of the Trustees may be
executed in one or more counterparts. Execution of a written consent or
waiver and delivery thereof to the Trust may be accomplished by telefax.
CHAIRMAN OF THE TRUSTEES
Section 4.05. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the Trust,
and may be (but is not required to be) the chief executive, financial
and/or accounting officer of the Trust.
PRINCIPAL TRANSACTIONS
Section 4.06. Except to the extent prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust to, any Trustee or officer
of the Trust or any firm of which any such Trustee or officer is a member
acting as principal, or have any such dealings with any investment adviser,
distributor or transfer agent for the Trust or with any Interested Person
of such person; and the Trust may employ any such person, or firm or
company in which such person is an Interested Person, as broker, legal
counsel, registrar, investment adviser, distributor, transfer agent,
dividend disbursing agent, custodian or in any other capacity upon
customary terms.
ARTICLE V
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
Section 5.01. Subject to the provisions of Article II, Section 2.08
hereof, the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of Trustees
who are not Interested Persons of the Trust, interest expense, taxes, fees
and commissions of every kind, expenses of pricing Trust portfolio
securities, expenses of issue, repurchase and redemption of shares,
including expenses attributable to a program of periodic repurchases or
redemptions, expenses of registering and qualifying the Trust and its
Shares under Federal and State laws and regulations or under the laws of
any foreign jurisdiction, charges of third parties, including investment
advisers, managers, custodians, transfer agents, portfolio accounting
and/or pricing agents, and registrars, expenses of preparing and setting up
in type prospectuses and statements of additional information and other
related Trust documents, expenses of printing and distributing prospectuses
sent to existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy solicitations
therefor, insurance expenses, association membership dues and for such
non-recurring items as may arise, including litigation to which the Trust
(or a Trustee acting as such) is a party, and for all losses and
liabilities by them incurred in administering the Trust, and for the
payment of such expenses, disbursements, losses and liabilities the
Trustees shall have a lien on the assets belonging to the appropriate
Series, or in the case of an expense allocable to more than one Series, on
the assets of each such Series, prior to any rights or interests of the
Shareholders thereto. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.
ARTICLE VI
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER
Section 6.01. The Trustees may in their discretion, from time to time,
enter into an investment advisory or management contract or contracts with
respect to the Trust or any Series whereby the other party or parties to
such contract or contracts shall undertake to furnish the Trustees with
such management, investment advisory, statistical and research facilities
and services and such other facilities and services, if any, and all upon
such terms and conditions, as the Trustees may in their discretion
determine; provided, however, that the initial approval and entering into
of such contract or contracts shall be subject to a Majority Shareholder
Vote. Notwithstanding any other provision of this Trust Instrument, the
Trustees may authorize any investment adviser (subject to such general or
specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities, other
investment instruments of the Trust, or other Trust Property on behalf of
the Trustees, or may authorize any officer, agent, or Trustee to effect
such purchases, sales or exchanges pursuant to recommendations of the
investment adviser (and all without further action by the Trustees). Any
such purchases, sales and exchanges shall be deemed to have been authorized
by all of the Trustees.
The Trustees may authorize, subject to applicable requirements of the 1940
Act, including those relating to Shareholder approval, the investment
adviser to employ, from time to time, one or more sub-advisers to perform
such of the acts and services of the investment adviser, and upon such
terms and conditions, as may be agreed upon between the investment adviser
and sub-adviser. Any reference in this Trust Instrument to the investment
adviser shall be deemed to include such sub-advisers, unless the context
otherwise requires.
PRINCIPAL UNDERWRITER
Section 6.02. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive underwriting contract or contracts
providing for the sale of Shares, whereby the Trust may either agree to
sell Shares to the other party to the contract or appoint such other party
its sales agent for such Shares. In either case, the contract shall be on
such terms and conditions, if any, as may be prescribed in the Bylaws, and
such further terms into an exclusive or non-exclusive underwriting contract
or contracts providing for the sale of Shares, whereby the Trust may either
agree to sell Shares to the other party to the contract or appoint such
other party its sales agent for such Shares. In either case, the contract
shall be on such terms and conditions, if any, as may be prescribed in the
Bylaws, and such further terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Article
VI, or of the Bylaws; and such contract may also provide for the repurchase
or sale of Shares by such other party as principal or as agent of the
Trust.
TRANSFER AGENT
Section 6.03. The Trustees may in their discretion from time to time
enter into one or more transfer agency and Shareholder service contracts
whereby the other party or parties shall undertake to furnish the Trustees
with transfer agency and Shareholder services. The contract or contracts
shall be on such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Trust
Instrument or of the Bylaws.
PARTIES TO CONTRACT
Section 6.04. Any contract of the character described in Sections 6.01,
6.02 and 6.03 of this Article VI or any contract of the character described
in Article VIII hereof may be entered into with any corporation, firm,
partnership, trust or association, although one or more of the Trustees or
officers of the Trust may be an officer, director, trustee, shareholder, or
member of such other party to the contract, and no such contract shall be
invalidated or rendered void or voidable by reason of the existence of any
relationship, nor shall any person holding such relationship be
disqualified from voting on or executing the same in his capacity as
Shareholder and/or Trustee, nor shall any person holding such relationship
be liable merely by
reason of such relationship for any loss or expense to the Trust under or
by reason of said contract or accountable for any profit realized directly
or indirectly therefrom, provided that the contract when entered into was
not
inconsistent with the provisions of this Article VI or Article VIII hereof
or of the Bylaws. The same person (including a firm, corporation,
partnership, trust, or association) may be the other party to contracts
entered into pursuant to Sections 6.01, 6.02 and 6.03 of this Article VI or
pursuant to Article VIII hereof, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or
all of the contracts mentioned in this Section 6.04.
PROVISIONS AND AMENDMENTS
Section 6.05. Any contract entered into pursuant to Sections 6.01 or 6.02
of this Article VI shall be consistent with and subject to the requirements
of Section 15 of the 1940 Act or other applicable Act of Congress hereafter
enacted with respect to its continuance in effect, its termination, and the
method of authorization and approval of such contract or renewal thereof,
and no amendment to any contract, entered into pursuant to Section 6.01 of
this Article VI shall be effective unless assented to in a manner
consistent with the requirements of said Section 15, as modified by any
applicable rule, regulation or order of the Commission.
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 7.01. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article III, Sections 3.01 and 3.02
hereof, (ii) for the removal of Trustees as provided in Article III,
Section 3.03(d) hereof, (iii) with respect to any investment advisory or
management contract as provided in Article VI, Sections 6.01 and 6.05
hereof, and (iv) with respect to such additional matters relating to the
Trust as may be required by law, by this Trust Instrument, or the Bylaws or
any registration of the Trust with the Commission or any State, or as the
Trustees may consider desirable.
On any matter submitted to a vote of the Shareholders, all Shares shall be
voted separately by individual Series, except (i) when required by the 1940
Act, Shares shall be voted in the aggregate and not by individual Series;
and (ii) when the Trustees have determined that the matter affects the
interests of more than one Series, then the Shareholders of all such Series
shall be entitled to vote thereon. The Trustees may also determine that a
matter affects only the interests of one or more classes of a Series, in
which case any such matter shall be voted on by such class or classes. A
shareholder of each series shall be entitled to one vote for each dollar of
net asset value (number of shares owned times net asset value per share) of
such series on any matter on which such shareholder is entitled to vote and
each fractional dollar amount shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy or in any manner
provided for in the Bylaws. A proxy may be given in writing. The Bylaws
may provide that proxies may also, or may instead, be given by any
electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of the
Trust, or in the event of any proxy contest or proxy solicitation or
proposal in opposition to any proposal by the officers or Trustees of the
Trust, Shares may be voted only in person or by written proxy. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and
may take any action required or permitted by law, this Trust Instrument or
any of the Bylaws of the Trust to be taken by Shareholders.
MEETINGS
Section 7.02. The first Shareholders' meeting shall be held in order to
elect Trustees as specified in Section 3.02 of Article III hereof at the
principal office of the Trust or such other place as the Trustees may
designate. Meetings may be held within or without the State of Delaware.
Special meetings of the Shareholders of any Series may be called by the
Trustees and shall be called by the Trustees upon the written request of
Shareholders owning at least one-tenth of the Outstanding Shares entitled
to vote. Whenever ten or more Shareholders meeting the qualifications set
forth in Section 16(c) of the 1940 Act, as the same may be amended from
time to time, seek the opportunity of furnishing materials to the other
Shareholders with a view to obtaining signatures on such a request for a
meeting, the Trustees shall comply with the provisions of said Section
16(c) with respect to providing such Shareholders access to the list of the
Shareholders of record of the Trust or the mailing of such materials to
such Shareholders of record, subject to any rights provided to the Trust or
any Trustees provided by said Section 16(c). Notice shall be sent, by
First Class Mail or such other means determined by the Trustees, at least
15 days prior to any such meeting.
QUORUM AND REQUIRED VOTE
Section 7.03. One-third of Shares entitled to vote in person or by proxy
shall be a quorum for the transaction of business at a Shareholders'
meeting, except that where any provision of law or of this Trust Instrument
permits or requires that holders of any Series shall vote as a Series (or
that holders of a class shall vote as a class), then one-third of the
aggregate number of Shares of that Series (or that class) entitled to vote
shall be necessary to constitute a quorum for the transaction of business
by that Series (or that class). Any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held, within a
reasonable time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by law
or by any provision of this Trust Instrument or the Bylaws, a majority of
the Shares voted in person or by proxy shall decide any questions and a
plurality shall elect a Trustee, provided that where any provision of law
or of this Trust Instrument permits or requires that the holders of any
Series shall vote as a Series (or that the holders of any class shall vote
as a class), then a majority of the Shares present in person or by proxy of
that Series or, if required by law, a Majority Shareholder Vote of that
Series (or class), voted on the matter in person or by proxy shall decide
that matter insofar as that Series (or class) is concerned. Shareholders
may act by unanimous written consent. Actions taken by Series (or class)
may be consented to unanimously in writing by Shareholders of that Series.
ARTICLE VIII
CUSTODIAN
APPOINTMENT AND DUTIES
Section 8.01. The Trustees shall at all times employ a bank, a company
that is a member of a national securities exchange, or a trust company,
each having capital, surplus and undivided profits of at least two million
dollars ($2,000,000) as custodian with authority as its agent, but subject
to such restrictions, limitations and other requirements, if any, as may be
contained in the Bylaws of the Trust:
(1) to hold the securities owned by the Trust and deliver the same upon
written order or oral order confirmed in writing;
(2) to receive and receipt for any moneys due to the Trust and deposit the
same in its own banking department or elsewhere as the Trustees may direct;
and
(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:
(4) to keep the books and accounts of the Trust or of any Series or class
and furnish clerical and accounting services; and
(5) to compute, if authorized to do so by the Trustees, the Net Asset Value
of any Series, or class thereof, in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services
of the custodian, and upon such terms and conditions, as may be agreed upon
between the custodian and such sub-custodian and approved by the Trustees,
provided that in every case such sub-custodian shall be a bank, a company
that is a member of a national securities exchange, or a trust company
organized under the laws of the United States or one of the states thereof
and having capital, surplus and undivided profits of at least two million
dollars ($2,000,000) or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.
CENTRAL CERTIFICATE SYSTEM
Section 8.02. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit all
or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities
exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, as amended, or such
other person as may be permitted by the Commission, or otherwise in
accordance with the 1940 Act, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system
are treated as fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities, provided that all such
deposits shall be subject to withdrawal only upon the order of the Trust or
its custodians, subcustodians or other agents.
ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 9.01.
(a) The Trustees may from time to time declare and pay dividends or other
distributions with respect to any Series. The amount of such dividends or
distributions and the payment of them and whether they are in cash or any
other Trust Property shall be wholly in the discretion of the Trustees.
(b) Dividends and other distributions may be paid or made to the
Shareholders of record at the time of declaring a dividend or other
distribution or among the Shareholders of record at such other date or time
or dates or times as the Trustees shall determine, which dividends or
distributions, at the election of the Trustees, may be paid pursuant to a
standing resolution or resolutions adopted only once or with such frequency
as the Trustees may determine. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans
or related plans as the Trustees shall deem appropriate.
(c) Anything in this Trust Instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute a stock dividend pro rata
among the Shareholders of a particular Series, or class thereof, as of the
record date of that Series fixed as provided in Section (b) hereof.
REDEMPTIONS
Section 9.02. In case any holder of record of Shares of a particular
Series desires to dispose of his Shares or any portion thereof, he may
deposit at the office of the transfer agent or other authorized agent of
that Series a written request or such other form of request as the Trustees
may from time to time authorize, requesting that the Series purchase the
Shares in accordance with this Section 9.02; and the Shareholder so
requesting shall be entitled to require the Series to purchase, and the
Series or the principal underwriter of the Series shall purchase his said
Shares, but only at the Net Asset Value thereof (as described in Section
9.03 of this Article IX). The Series shall make payment for any such
Shares to be redeemed, as aforesaid, in cash or property from the assets of
that Series and payment for such Shares shall be made by the Series or the
principal underwriter of the Series to the Shareholder of record within
seven (7) days after the date upon which the request is effective. Upon
redemption, shares shall become Treasury shares and may be re-issued from
time to time.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS
Section 9.03. The term "Net Asset Value" of any Series shall mean that
amount by which the assets of that Series exceed its liabilities, all as
determined by or under the direction of the Trustees. Such value shall be
determined separately for each Series and shall be determined on such days
and at such times as the Trustees may determine. Such determination shall
be made with respect to securities for which market quotations are readily
available, at the market value of such securities; and with respect to
other securities and assets, at the fair value as determined in good faith
by the Trustees; provided, however, that the Trustees, without Shareholder
approval, may alter the method of valuing portfolio securities insofar as
permitted under the 1940 Act and the rules, regulations and interpretations
thereof promulgated or issued by the Commission or insofar as permitted by
any Order of the Commission applicable to the Series. The Trustees may
delegate any of their powers and duties under this Section 9.03 with
respect to valuation of assets and liabilities. The resulting amount,
which shall represent the total Net Asset Value of the particular Series,
shall be divided by the total number of shares of that Series outstanding
at the time and the quotient so obtained shall be the Net Asset Value per
Share of that Series. At any time the Trustees may cause the Net Asset
Value per Share last determined to be determined again in similar manner
and may fix the time when such redetermined value shall become effective.
If, for any reason, the net income of any Series, determined at any time,
is a negative amount, the Trustees shall have the power with respect to
that Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder, or
(ii) to reduce the number of Outstanding Shares of such Series by reducing
the number of Shares in the account of each Shareholder by a pro rata
portion of that number of full and fractional Shares which represents the
amount of such excess negative net income, or (iii) to cause to be recorded
on the books of such Series an asset account in the amount of such negative
net income (provided that the same shall thereupon become the property of
such Series with respect to such Series and shall not be paid to any
Shareholder), which account may be reduced by the amount, of dividends
declared thereafter upon the Outstanding Shares of such Series on the day
such negative net income is experienced, until such asset account is
reduced to zero; (iv) to combine the methods described in clauses (i) and
(ii) and (iii) of this sentence; or (v) to take any other action they deem
appropriate, in order to cause (or in order to assist in causing) the Net
Asset Value per Share of such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and
declaration. The Trustees shall also have the power not to declare a
dividend out of net income for the purpose of causing the Net Asset Value
per Share to be increased. The Trustees shall not be required to adopt,
but may at any time adopt, discontinue or amend the practice of maintaining
the Net Asset Value per Share of the Series at a constant amount.
SUSPENSION OF THE RIGHT OF REDEMPTION
Section 9.04. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940 Act.
Such suspension shall take effect at such time as the Trustees shall
specify but not later than the close of business on the business day next
following the declaration of suspension, and thereafter there shall be no
right of redemption or payment until the Trustees shall declare the
suspension at an end. In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the Net Asset Value per Share next determined
after the termination of the suspension. In the event that any Series is
divided into classes, the provisions of this Section 9.03, to the extent
applicable as determined in the discretion of the Trustees and consistent
with applicable law, may be equally applied to each such class.
REDEMPTION OF SHARES IN ORDER TO QUALIFY AS REGULATED INVESTMENT COMPANY
Section 9.05. If the Trustees shall, at any time and in good faith, be of
the opinion that direct or indirect ownership of Shares of any Series has
or may become concentrated in any Person to an extent which would
disqualify any Series as a regulated investment company under the Internal
Revenue Code, then the Trustees shall have the power (but not the
obligation) by lot or other means deemed equitable by them (i) to call for
redemption by any such person of a number, or principal amount, of Shares
sufficient to maintain or bring the direct or indirect ownership of Shares
into conformity with the requirements for such qualification and (ii) to
refuse to transfer or issue Shares to any person whose acquisition of the
Shares in question would result in such disqualification. The redemption
shall be effected at the redemption price and in the manner provided in
this Article IX.
The holders of Shares shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares as
the Trustees deem necessary to comply with the provisions of the Internal
Revenue Code, or to comply with the requirements of any other taxing
authority.
ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY
Section 10.01. A Trustee, when acting in such capacity, shall not be
personally liable to any person other than the Trust or a beneficial owner
for any act, omission or obligation of the Trust or any Trustee. A Trustee
shall not be liable for any act or omission or any conduct whatsoever in
his capacity as Trustee, provided that nothing contained herein or in the
Delaware Act shall protect any Trustee against any liability to the Trust
or to Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee hereunder.
INDEMNIFICATION
Section 10.02.
(a) Subject to the exceptions and limitations contained in Section (b)
below:
(i) every Person who is, or has been, a Trustee or officer of the Trust
(hereinafter referred to as a "Covered Person") shall be indemnified by the
Trust to the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a party
or otherwise by virtue of his being or having been a Trustee or officer and
against amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office or thereafter, and
the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office or (B) not to
have acted in good faith in the reasonable belief that his action was in
the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Trustees who are neither Interested
Persons of the Trust nor are parties to the matter based upon a review of
readily available facts (as opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a review
of readily available facts (as opposed to a full trial-type inquiry);
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.
(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
be a Covered Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under
law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 10.02 may be paid by the Trust or Series
from time to time prior to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person that such amount will be
paid over by him to the Trust or Series if it is ultimately determined that
he is not entitled to indemnification under this Section 10.02; provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is insured against
losses arising out of any such advance payments or (c) either a majority of
the Trustees who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section 10.02.
SHAREHOLDERS
Section 10.03. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his being
or having been a Shareholder of such Series and not because of his acts or
omissions or for some other reason, the Shareholder or former Shareholder
(or his heirs, executors, administrators or other legal representatives,
or, in the case of a corporation or other entity, its corporate or other
general successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all loss
and expense arising from such liability. The Trust, on behalf of the
affected Series, shall, upon request by the Shareholder, assume the defense
of any claim made against the Shareholder for any act or obligation of the
Series and satisfy any judgment thereon from the assets of the Series.
ARTICLE XI
MISCELLANEOUS
TRUST NOT A PARTNERSHIP
Section 11.01. It is hereby expressly declared that a trust and not a
partnership is created hereby. No Trustee hereunder shall have any power
to bind personally either the Trust's officers or any Shareholder. All
persons extending credit to, contracting with or having any claim against
the Trust or the Trustees shall look only to the assets of the appropriate
Series or (if the Trustees shall have yet to have established Series) of
the Trust for payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of their agents, whether past,
present or future, shall be personally liable therefor. Nothing in this
Trust Instrument shall protect a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee hereunder.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
Section 11.02. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care under the
circumstances then prevailing shall be binding upon everyone interested.
Subject to the provisions of Article X hereof and to Section 11.01 of this
Article XI, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Trust Instrument,
and subject to the provisions of Article X hereof and Section 11.01 of this
Article XI, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The
Trustees shall not be required to give any bond as such, nor any surety if
a bond is obtained.
ESTABLISHMENT OF RECORD DATES
Section 11.03. The Trustees may close the Share transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of any
meeting of Shareholders, or the date for the payment of any dividends or
other distributions, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into effect;
or in lieu of closing the stock transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days preceding the date
of any meeting of Shareholders, or the date for payment of any dividend or
other distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into effect,
as a record date for the determination of the Shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment
of any such dividend or other distribution, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion
or exchange of Shares, and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting, or to receive
payment of such dividend or other distribution, or to receive such
allotment or rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after
any such record date fixed as aforesaid.
TERMINATION OF TRUST
Section 11.04.
(a) This Trust shall continue without limitation of time but subject to
the provisions of sub-section (b) of this Section 11.04.
(b) The Trustees may, subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a Majority Shareholder
Vote of the Trust, and subject to a vote of a majority of the Trustees,
(i) sell and convey all or substantially all of the assets of the Trust or
any affected Series to another trust, partnership, association or
corporation, or to a separate series of shares thereof, organized under the
laws of any state which trust, partnership, association or corporation is
an open-end management investment company as defined in the 1940 Act, or is
a series thereof, for adequate consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust or any affected Series, and which may
include shares of beneficial interest, stock or other ownership interests
of such trust, partnership, association or corporation or of a series
thereof; or
(ii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.
Upon making reasonable provision, in the determination of the Trustees, for
the payment of all such liabilities in either (i) or (ii), by such
assumption or otherwise, the Trustees shall distribute the remaining
proceeds or assets (as the case may be) of each Series (or class) ratably
among the holders of Shares of that Series then outstanding.
(c) Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in sub-section (b), the Trust or any affected
Series shall terminate and the Trustees and the Trust shall be discharged
of any and all further liabilities and duties hereunder and the right,
title and interest of all parties with respect to the Trust or Series shall
be cancelled and discharged.
Upon termination of the Trust, following completion of winding up of its
business, the Trustees shall cause a certificate of cancellation of the
Trust's certificate of trust to be filed in accordance with the Delaware
Act, which certificate of cancellation may be signed by any one Trustee.
REORGANIZATION
Section 11.05. Notwithstanding anything else herein, the Trustees, in
order to change the form of organization of the Trust, may, without prior
Shareholder approval, (i) cause the Trust to merge or consolidate with or
into one or more trusts, partnerships, associations or corporations so long
as the surviving or resulting entity is an open-end management investment
company under the 1940 Act, or is a series thereof, that will succeed to or
assume the Trust's registration under that Act and which is formed,
organized or existing under the laws of a state, commonwealth possession or
colony of the United States or (ii) cause the Trust to incorporate under
the laws of Delaware. Any agreement of merger or consolidation or
certificate of merger may be signed by a majority of Trustees and facsimile
signatures conveyed by electronic or telecommunication means shall be
valid.
Pursuant to and in accordance with the provisions of Section 3815(f) of the
Delaware Act, and notwithstanding anything to the contrary contained in
this Trust Instrument, an agreement of merger or consolidation approved by
the Trustees in accordance with this Section 11.05 may effect any amendment
to the Trust Instrument or effect the adoption of a new trust instrument of
the Trust if it is the surviving or resulting trust in the merger or
consolidation.
FILING OF COPIES, REFERENCES, HEADINGS
Section 11.06. The original or a copy of this Trust Instrument and of
each amendment hereof or Trust Instrument supplemental hereto shall be kept
at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer or
Trustee of the Trust as to whether or not any such amendments or
supplements have been made and as to any matters in connection with the
Trust hereunder, and with the same effect as if it were the original, may
rely on a copy certified by an officer or Trustee of the Trust to be a copy
of this Trust Instrument or of any such amendment or supplemental Trust
Instrument. In this Trust Instrument or in any such amendment or
supplemental Trust Instrument, references to this Trust Instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to
refer to this Trust Instrument as amended or affected by any such
supplemental Trust Instrument. All expressions like "his", "he" and "him",
shall be deemed to include the feminine and neuter, as well as masculine,
genders. Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this Trust Instrument, rather than the
headings, shall control. This Trust Instrument may be executed in any
number of counterparts each of which shall be deemed an original.
APPLICABLE LAW
Section 11.07. The trust set forth in this instrument is made in the
State of Delaware, and the Trust and this Trust Instrument, and the rights
and obligations of the Trustees and Shareholders hereunder, are to be
governed by and construed and administered according to the Delaware Act
and the laws of said State; provided, however, that there shall not be
applicable to the Trust, the Trustees or this Trust Instrument (a) the
provisions of Section 3540 of Title 12 of the Delaware Code or (b) any
provisions of the laws (statutory or common) of the State of Delaware
(other than the Delaware Act) pertaining to trusts which relate to or
regulate (i) the filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges, (ii) affirmative
requirements to post bonds for trustees, officers, agents or employees of a
trust, (iii) the necessity for obtaining court or other governmental
approval concerning the acquisition, holding or disposition of real or
personal property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) restrictions or limitations on
the permissible nature, amount or concentration of trust investments or
requirements relating to the titling, storage or other manner of holding of
trust assets, or (vii) the establishment of fiduciary or other standards or
responsibilities or limitations on the acts or powers of trustees, which
are inconsistent with the limitations or liabilities or authorities and
powers of the Trustees set forth or referenced in this Trust Instrument.
The Trust shall be of the type commonly called a "business trust", and
without limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts
under the Delaware Act, and the absence of a specific reference herein to
any such power, privilege or action shall not imply that the Trust may not
exercise such power or privilege or take such actions.
AMENDMENTS
Section 11.08. Except as specifically provided herein, the Trustees may,
without shareholder vote, amend or otherwise supplement this Trust
Instrument by making an amendment, a Trust Instrument supplemental hereto
or an amended and restated trust instrument. Shareholders shall have the
right to vote (i) on any amendment which would affect their right to vote
granted in Section 7.01 of Article VII hereof, (ii) on any amendment to
this Section 11.08, (iii) on any amendment as may be required by law or by
the Trust's registration statement filed with the Commission and (iv) on
any amendment submitted to them by the Trustees. Any amendment required or
permitted to be submitted to Shareholders which, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be authorized by
vote of the Shareholders of each Series affected and no vote of
shareholders of a Series not affected shall be required. Notwithstanding
anything else herein, any amendment to Article 10 hereof shall not limit
the rights to indemnification or insurance provided therein with respect to
action or omission of Covered Persons prior to such amendment.
FISCAL YEAR
Section 11.09. The fiscal year of the Trust shall end on a specified date
as set forth in the Bylaws, provided, however, that the Trustees may,
without Shareholder approval, change the fiscal year of the Trust.
USE OF THE WORD "FIDELITY"
Section 11.10. Fidelity Management & Research Company ("FMR") has
consented to, and granted a non-exclusive license for, the use by any
Series or by the Trust of the identifying word "Fidelity" or "Spartan" in
the name of any Series or of the Trust. Such consent is subject to
revocation by FMR in its discretion, if FMR or subsidiary or affiliate
thereof is not employed as the investment adviser of each Series of the
Trust. As between the Trust and FMR, FMR controls the use of the name of
the Trust insofar as such name contains the identifying word "Fidelity" or
"Spartan." FMR may, from time to time, use the identifying word "Fidelity"
or "Spartan" in other connections and for other purposes, including,
without limitation, in the names of other investment companies,
corporations or businesses which it may manage, advise, sponsor or own or
in which it may have a financial interest. FMR may require the Trust or
any Series thereof to cease using the identifying word "Fidelity" or
"Spartan" in the name of the Trust or any Series thereof if the Trust or
any Series thereof ceases to employ FMR or a subsidiary or affiliate
thereof as investment adviser.
PROVISIONS IN CONFLICT WITH LAW
Section 11.11. The provisions of this Trust Instrument are severable, and
if the Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, the regulated investment
company provisions of the Internal Revenue Code or with other applicable
laws and regulations, the conflicting provision shall be deemed never to
have constituted a part of this Trust Instrument; provided, however, that
such determination shall not affect any of the remaining provisions of this
Trust Instrument or render invalid or improper any action taken or omitted
prior to such determination. If any provision of this Trust Instrument
shall be held invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Trust Instrument in any
jurisdiction.
IN WITNESS WHEREOF, the undersigned, being all of the initial Trustees of
the Trust, have executed this instrument as of June 20, 1991.
_/s/ Edward C. Johnson 3d_________________________
Edward C. Johnson 3d, as Trustee
and not individually.
/s/J. Gary Burkhead________________________________________
J. Gary Burkhead, as Trustee
and not individually.
/s/Gary L. French________________________________________
Gary L. French, as Trustee
and not individually.
/s/Edward C. Johnson 3d /s/Donald S. Kirk
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Gerald C. McDonough
Ralph F. Cox Gerald C. McDonough
/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Marvin L. Mann
Richard J. Flynn Marvin L. Mann
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
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.
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.
MANAGEMENT CONTRACT
between
INCOME PORTFOLIOS:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT BOND PORTFOLIO
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 29th day of January, 1989, by and between Income
Portfolios, a Massachusetts business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of State and Local Asset Management Series: Government Bond
Portfolio (hereinafter called the "Portfolio") and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio
office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Portfolio; and shall pay the salaries
and fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser undertakes (i) to furnish, either itself or through an
affiliated or non-affiliated company, shareholder and dividend disbursing
services and portfolio and general accounting record maintenance, and (ii)
to pay all expenses involved in the operation of the Portfolio, except
taxes, the fees and expenses of all Trustees of the Fund who are not
"interested persons" of the Fund or of the Adviser, brokerage fees and
commissions, and such non-recurring and extraordinary expenses as may
arise, including actions, suits or proceedings to which the Portfolio is or
is threatened to be a party and the legal obligations which the Portfolio
may have to indemnify the Fund's Trustees and officers with respect
thereto, which expenses shall be paid by the Portfolio. It is understood
that charges billed directly to shareholders of the Portfolio including
charges for sub-accounting services, shall not be payable by the Adviser.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. For the services and facilities to be furnished hereunder, the
Adviser shall receive a management fee paid monthly at the annual rate of
43/100 of 1% the average daily net assets of the Portfolio (computed in the
manner set forth in the Fund's Declaration of Trust) throughout the month
(hereinafter called "average net assets"); provided that the fee, so
computed, shall be reduced by the compensation, including reimbursement of
expenses, paid by the Fund to those Trustees who are not "interested
persons" of the Fund or the Adviser. In case of initiation or termination
of this Contract during any month, the fee for that month shall be reduced
proportionately on the basis of the number of business days during which it
is in effect and the fee computed upon the average net assets for the
business days it is so in effect for that month.
4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering investment advice hereunder. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Adviser, the Adviser
shall not be subject to liability to the Portfolio or to any shareholder of
the Portfolio for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding, or sale of any security.
5. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 5, this Contract shall continue in force until July 31, 1989
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, the terms of any continuance or modification of the
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without penalty, by
action of its Trustees or Board of Directors, as the case may be, or with
respect to the Portfolio by vote of a majority of its outstanding voting
securities of the Portfolio. This Contract shall terminate automatically
in the event of it's assignment.
6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Fund. In addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust are separate and distinct from those of any and all
other Portfolios.
The terms "vote of a majority of the outstanding voting securities",
"assignment", and "interested persons", when used herein, shall have the
respective meanings specified in the 1940 Act as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
INCOME PORTFOLIOS
on behalf of STATE AND LOCAL ASSET
MANAGEMENT SERIES: GOVERNMENT
BOND PORTFOLIO
S E A L By |s| J. Gary Burkhead
President
FIDELITY MANAGEMENT &
RESEARCH COMPANY
S E A L By |s| J. Gary Burkhead
President
mc-ipgov/dl
SUB-ADVISORY AGREEMENT
between
FMR Texas Inc.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 29th day of January, 1992, by and between FMR Texas
Inc., a Texas corporation with principal offices at 400 East Las Colinas
Boulevard, Irving, Texas (hereinafter called the "Sub-Adviser") and
Fidelity Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with Income
Portfolios II a Delaware business trust which may issue one or more series
of shares of beneficial interest (hereinafter called the "Fund"), on behalf
of Government Money Market Portfolio (hereinafter called the "Portfolio"),
pursuant to which the Adviser is to act as investment manager and adviser
to the Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of money market mutual funds, both taxable and tax-exempt,
advising generally with respect to money market instruments, and managing
or providing advice with respect to cash management.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of the Portfolio in accordance with the investment
objective, policies and limitations as provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of l940 and rules thereunder, as amended from
time to time (the "l940 Act"), and such other limitations as the Portfolio
may impose by notice in writing to the Adviser or Sub-Adviser. The
Sub-Adviser shall also furnish for the use of the Portfolio office space
and all necessary office facilities, equipment and personnel for servicing
the investments of the Portfolio; and shall pay the salaries and fees of
all personnel of the Sub-Adviser performing services for the Portfolio
relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other actions of
the Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Portfolio and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as the
Sub-Adviser may deem to be desirable. The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Portfolio
policies, and shall carry out such policies as are adopted by the Trustees.
The Sub-Adviser shall, subject to review by the Board of Trustees, furnish
such other services as the Sub-Adviser shall from time to time determine to
be necessary or useful to perform its obligations under this Agreement and
which are not otherwise furnished by the Adviser.
(c) The Sub-Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Sub-Adviser, which may include brokers
or dealers affiliated with the Adviser or Sub-Adviser. The Adviser shall
use its best efforts to seek to execute portfolio transactions at prices
which are advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers or
dealers qualified to execute a particular transaction, brokers or dealers
may be selected who also provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of l934)
to the Portfolio and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Adviser and its affiliates have with respect
to accounts over which they exercise investment discretion. The Trustees
of the Fund shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.
2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to
pay the Sub-Adviser a monthly fee equal to 50% of the management fee which
the Portfolio is obligated to pay the Adviser under the Portfolio's
Management Contract with the Adviser. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in
effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the Fund
are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser or the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser
may be or become interested in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or
by the Adviser under the Management Contract with the Portfolio, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund, the Sub-Adviser or the
Adviser; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Fund and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Fund's Trustees and officers with respect thereto.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations with respect to rendering investment advice hereunder. The
Sub-Adviser shall for all purposes be an independent contractor and not an
agent or employee of the Adviser or the Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser, the
Sub-Adviser shall not be subject to liability to the Adviser, the Fund or
to any shareholder of the Portfolio for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until June 30,
1992 indefinitely thereafter, but only so long as the continuance after
such period shall be specifically approved at least annually by vote of the
Fund's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Adviser, the
Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of the Agreement
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to such Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or by vote of a majority of its outstanding voting
securities. This Agreement shall terminate automatically in the event of
its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Declaration of Trust of the Fund
and agrees that any obligations of the Fund or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF DELAWARE.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed on their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FMR TEXAS INC.
By |s| Charles F. Dornbush
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
By |s| J. Gary Burkhead
President
SAF-IPG2
FORM OF
DISTRIBUTION AND SERVICE PLAN
of INCOME PORTFOLIOS II:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Income
Portfolios II: State and Local Asset Management Series: Government Money
Market Portfolio (the "Portfolio"), a series of Income Portfolios II (the
"Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor, or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of the Trustees who are not "interested
persons" of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements related to this Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 19 , and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust, any obligations assumed by the
Portfolio pursuant to this Plan and any agreements related to this Plan
shall be limited in all cases to the Portfolio and its assets, and shall
not constitute obligations of any other series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
d&s-ipg2/dl
