SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the [X]
Registrant
Filed by a [ ]
Party other than the
Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant
to Sec. 240.14a-11(c) or
Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
Fidelity Commonwealth Trust
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below
per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of
securities to which
transaction applies:
(2) Aggregate number of
securities to which
transaction applies:
(3) Per unit price or other
underlying value of
transaction
computed pursuant to Exchange
Act Rule 0-11:
(4) Proposed maximum aggregate
value of transaction:
(5) Total Fee Paid:
[ ] Fee paid previously with
preliminary materials.
[ ] Check box if any part of the
fee is offset as provided by
Exchange Act Rule 0-11(a) (2)
and identify the filing for
which the offsetting fee was
paid previously. Identify the
previous filing by
registration statement
number, or the Form or
Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or
Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY FREEDOM INCOME FUND(registered trademark)
FIDELITY FREEDOM 2000 FUND(registered trademark)
FIDELITY FREEDOM 2010 FUND(registered trademark)
FIDELITY FREEDOM 2020 FUND(registered trademark)
FIDELITY FREEDOM 2030 FUND(registered trademark)
FUNDS OF
FIDELITY ABERDEEN STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-6666
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Freedom Income Fund, Fidelity Freedom 2000 Fund,
Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, and Fidelity
Freedom 2030 Fund (the funds), will be held at an office of Fidelity
Aberdeen Street Trust (the trust), 27 State Street, 10th Floor,
Boston, Massachusetts 02109 on March 15, 2000, at 9:00 a.m. The
purpose of the Meeting is to consider and act upon the following
proposals, and to transact such other business as may properly come
before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the funds.
3. To authorize the Trustees to adopt an amended and restated Trust
Instrument.
The Board of Trustees has fixed the close of business on January 18,
2000 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.
By order of the Board of Trustees,
ERIC D. ROITER, Secretary
January 18, 2000
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the
registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card.
For example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY ABERDEEN STREET TRUST:
FIDELITY FREEDOM INCOME FUND
FIDELITY FREEDOM 2000 FUND
FIDELITY FREEDOM 2010 FUND
FIDELITY FREEDOM 2020 FUND
FIDELITY FREEDOM 2030 FUND
TO BE HELD ON MARCH 15, 2000
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Aberdeen Street Trust (the trust) to be used at the Special
Meeting of Shareholders of Fidelity Freedom Income Fund, Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, and Fidelity Freedom 2030 Fund (the funds) and at any
adjournments thereof (the Meeting), to be held on March 15, 2000 at
9:00 a.m. at 27 State Street, 10th Floor, Boston, Massachusetts 02109,
an office of the trust.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is being made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about January 18,
2000. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, electronic means or by personal interview by
representatives of the trust. In addition, Management Information
Services Corp. (MIS) or D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $3,000 (Fidelity Freedom Income
Fund), $3,000 (Fidelity Freedom 2000 Fund), $4,000 (Fidelity Freedom
2010 Fund), $5,000 (Fidelity Freedom 2020 Fund), and $5,000 (Fidelity
Freedom 2030 Fund), respectively. The funds may also arrange to have
votes recorded by telephone. D.F. King & Co., Inc. may be paid on a
per-call basis for vote-by-phone solicitations on behalf of the funds
at an anticipated cost of approximately $4,000 (Fidelity Freedom
Income Fund), $4,000 (Fidelity Freedom 2000 Fund), $6,000 (Fidelity
Freedom 2010 Fund), $7,000 (Fidelity Freedom 2020 Fund), and $7,000
(Fidelity Freedom 2030 Fund). If the funds record votes by telephone,
they will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that
their instructions have been properly recorded. Proxies voted by
telephone may be revoked at any time before they are voted in the same
manner that proxies voted by mail may be revoked. The expenses in
connection with preparing this Proxy Statement and its enclosures and
of all solicitations, including telephone voting, will be borne by
Fidelity Management and Research Company (FMR), under the funds'
administration agreement. FMR will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares.
The principal business address of Fidelity Distributors Corporation
(FDC), the funds' principal underwriter and distribution agent, is 82
Devonshire Street, Boston, Massachusetts 02109. The principle business
address of FMR, the funds' administrator is 82 Devonshire Street,
Boston, Massachusetts 02109.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, by the trust's receipt of a subsequent valid telephonic
vote or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. Only proxies that are voted will
be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.
If a quorum is not present at the Meeting, or if a quorum is
present at the Meeting but sufficient votes to approve one or more of
the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxy agents may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting
or represented by proxy. When voting on a proposed adjournment, the
persons named as proxy agents will vote FOR the proposed adjournment
all shares that they are entitled to vote with respect to each item,
unless directed to vote AGAINST the item, in which case such shares
will be voted AGAINST the proposed adjournment with respect to that
item. A shareholder vote may be taken on one or more of the items in
this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
Shares of each fund of the trust issued and outstanding as of
November 30, 1999 are indicated in the following table:
Fund # of Shares
Fidelity Freedom Income Fund 25,549,867
Fidelity Freedom 2000 Fund 51,794,715
Fidelity Freedom 2010 Fund 102,294,927
Fidelity Freedom 2020 Fund 87,715,587
Fidelity Freedom 2030 Fund 41,052,688
As of November 30, 1999, the nominees and officers of the trust
owned, in the aggregate, less than 1% of the funds' outstanding
shares.
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on November 30, 1999 was as follows:
Fidelity Freedom Income Fund: R.B. Pamplin Corporation, Greenville,
SC (22.87%); Lucent Technologies, Morristown, NJ (19.20%).
Fidelity Freedom 2000 Fund: Lucent Technologies, Morristown, NJ
(37.80%).
Fidelity Freedom 2010 Fund: Lucent Technologies, Morristown, NJ
(38.31%).
Fidelity Freedom 2020 Fund: Lucent Technologies, Morristown, NJ
(42.55%).
Fidelity Freedom 2030 Fund: Lucent Technologies, Morristown, NJ
(20.98%).
Shareholders of record at the close of business on January 18, 2000
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each share held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED MARCH 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED SEPTEMBER 30, 1999, CALL 1-800-544-6666 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSAL 3, WITH THE EXCEPTION OF THE DOLLAR-BASED
VOTING AMENDMENT, REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE
OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST. THE APPROVAL OF
THE DOLLAR-BASED VOTING AMENDMENT IN PROPOSAL 3, REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF BOTH THE TRUST AND OF EACH FUND. UNDER THE INVESTMENT COMPANY ACT
OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY OF THE OUTSTANDING
VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67%
OR MORE OF THE VOTING SECURITIES PRESENT AT THE MEETING OR REPRESENTED
BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING
SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF
THE OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Trust Instrument of Fidelity
Aberdeen Street Trust, the Trustees have determined that the number of
Trustees shall be fixed at twelve. It is intended that the enclosed
proxy card will be voted for the election as Trustees of the twelve
nominees listed below, unless such authority has been withheld in the
proxy card.
All nominees named below are currently Trustees of Fidelity Aberdeen
Street Trust and have served in that capacity continuously since
originally elected or appointed. Robert M. Gates, Ned C. Lautenbach,
William O. McCoy, and Robert C. Pozen were selected by the trust's
Nominating and Administration Committee (see page 13) and were
appointed to the Board in March 1997, January 2000, January 1997, and
August 1997, respectively. None of the nominees are related to one
another. Those nominees indicated by an asterisk (*) are "interested
persons" of the trust by virtue of, among other things, their
affiliation with either the trust, the funds' investment adviser
(Strategic Advisers, or the Adviser), the funds' administrator, FMR,
or the funds' distribution agent, FDC. The business address of each
nominee who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates, Ned C. Lautenbach, William O. McCoy, and
Robert C. Pozen, each of the nominees is currently a Trustee of 57
registered investment companies advised by FMR. Mr. Gates, Mr. McCoy
and Mr. Pozen are currently Trustees of 55 registered investment
companies advised by FMR. Mr. Lautenbach is currently a Trustee of 52
registered investment companies advised by FMR.
In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.
<TABLE>
<CAPTION>
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Nominee (Age) Principal Occupation** Year of Election or Appointment
Ralph F. Cox (67) President of RABAR 1991
Enterprises (management
consulting-engineering
industry, 1994). Prior to
February 1994, he was
President of Greenhill
Petroleum Corporation
(petroleum exploration and
production). Until March
1990, Mr. Cox was President
and Chief Operating Officer
of Union Pacific Resources
Company (exploration and
production). He is a
Director of Waste Management
Inc. (non-hazardous waste,
1993), CH2M Hill Companies
(engineering), and
Bonneville Pacific
(independent power and
petroleum production). In
addition, he is a member of
advisory boards of Texas A&M
University and the
University of Texas at Austin.
Nominee (Age) Principal Occupation** Year of Election or Appointment
Phyllis Burke Davis (68) Retired from Avon Products, 1992
Inc. where she held various
positions including, Senior
Vice President of Corporate
Affairs and Group Vice
President of U.S. sales,
distribution, and
manufacturing. She is
currently a Director of
BellSouth Corporation
(telecommunications), Eaton
Corporation (manufacturing),
and the TJX Companies, Inc.
(retail stores), and
previously served as a
Director of Hallmark Cards,
Inc., Nabisco Brands, Inc.,
and Standard Brands, Inc. In
addition, she is a member of
the Board of Directors of
the Southampton Hospital in
Southampton, N.Y. (1998)
Robert M. Gates (56) Consultant, author, and 1997
lecturer (1993). Mr. Gates
was Director of the Central
Intelligence Agency (CIA)
from 1991-1993. From 1989 to
1991, Mr. Gates served as
Assistant to the President
of the United States and
Deputy National Security
Advisor. Mr. Gates is a
Director of Charles Stark
Draper Laboratory
(non-profit), NACCO
Industries, Inc. (mining and
manufacturing), and TRW Inc.
(automotive, space, defense,
and information technology).
Mr. Gates previously served
as a Director of LucasVarity
PLC (automotive components
and diesel engines). He is
currently serving as Dean of
the George Bush School of
Government and Public
Service at Texas A&M
University (1999-2000). Mr.
Gates also is a Trustee of
the Forum for International
Policy and of the Endowment
Association of the College
of William and Mary. In
addition, he is a member of
the National Executive Board
of the Boy Scouts of America.
*Edward C. Johnson 3d (69) President, is Chairman, Chief 1991
Executive Officer and a
Director of FMR Corp.; a
Director and Chairman of the
Board and of the Executive
Committee of FMR; Chairman
and a Director of Fidelity
Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.,
and a Director of FDC.
Donald J. Kirk (67) Executive-in-Residence (1995) 1987
at Columbia University
Graduate School of Business.
From 1987 to January 1995,
Mr. Kirk was a Professor at
Columbia University Graduate
School of Business. Prior to
1987, he was Chairman of the
Financial Accounting
Standards Board. Mr. Kirk
previously served as a
Director of General Re
Corporation (reinsurance,
1987-1998) and as a Director
of Valuation Research Corp.
(appraisals and valuations,
1993-1995). He serves as
Chairman of the Board of
Directors of National Arts
Stabilization Inc., Chairman
of the Board of Trustees of
the Greenwich Hospital
Association, Director of the
Yale-New Haven Health
Services Corp. (1998), Vice
Chairman of the Public
Oversight Board of the
American Institute of
Certified Public
Accountants' SEC Practice
Section (1995), and as a
Public Governor of the
National Association of
Securities Dealers, Inc.
(1996).
Ned C. Lautenbach (56) Partner of Clayton, Dubilier 2000
& Rice, Inc. (private equity
investment firm) since
September 1998. Mr.
Lautenbach was Senior Vice
President of IBM Corporation
from 1992 until his
retirement in July 1998.
From 1993 to 1995 he was
Chairman of IBM World Trade
Corporation. He also was a
member of IBM's Corporate
Executive Committee from
1994 to July 1998. He is a
Director of PPG Industries
Inc. (glass, coating and
chemical manufacturer),
Dynatech Corporation (global
communications equipment),
Eaton Corporation (global
manufacturer of highly
engineered products) and
ChoicePoint Inc. (data
identification, retrieval,
storage, and analysis).
*Peter S. Lynch (57) Vice Chairman and Director of 1990
FMR. Prior to May 31, 1990,
he was a Director of FMR and
Executive Vice President of
FMR (a position he held
until March 31, 1991); Vice
President of Fidelity
Magellan(registered
trademark) Fund and FMR
Growth Group Leader; and
Managing Director of FMR
Corp. Mr. Lynch was also
Vice President of Fidelity
Investments Corporate
Services (1991-1992). In
addition, he serves as a
Trustee of Boston College,
Massachusetts Eye & Ear
Infirmary, Historic
Deerfield (1989) and Society
for the Preservation of New
England Antiquities, and as
an Overseer of the Museum of
Fine Arts of Boston.
William O. McCoy (66) Interim Chancellor for the 1997
University of North Carolina
at Chapel Hill. Previously,
he had served from 1995
through 1998 as Vice
President of Finance for the
University of North Carolina
(16-school system). Prior to
his retirement in December
1994, Mr. McCoy was Vice
Chairman of the Board of
BellSouth Corporation
(telecommunications, 1984)
and President of BellSouth
Enterprises (1986). He is
currently a Director of
Liberty Corporation (holding
company, 1984), Duke-Weeks
Realty Corporation (real
estate, 1994), Carolina
Power and Light Company
(electric utility, 1996);
the Kenan Transport Company
(trucking, 1996), and
Dynatech Corporation
(electronics, 1999).
Previously, he was a
Director of First American
Corporation (bank holding
company, 1979-1996). In
addition, Mr. McCoy served
as a member of the Board of
Visitors for the University
of North Carolina at Chapel
Hill (1994-1998) and
currently serves on the
Board of Visitors of the
Kenan-Flager Business School
(University of North
Carolina at Chapel Hill,
1988).
Gerald C. McDonough (71) Chairman of the 1989
non-interested Trustees, is
Chairman of G.M. Management
Group (strategic advisory
services). Mr. McDonough is
a Director and Chairman of
the Board of York
International Corp. (air
conditioning and
refrigeration), Commercial
Intertech Corp. (hydraulic
systems, building systems,
and metal products, 1992),
CUNO, Inc. (liquid and gas
filtration products, 1996),
and Associated Estates
Realty Corporation (a real
estate investment trust,
1993). Mr. McDonough served
as a Director of
ACME-Cleveland Corp. (metal
working, telecommunications,
and electronic products)
from 1987-1996 and
Brush-Wellman Inc. (metal
refining) from 1983-1997.
Marvin L. Mann (66) Chairman Emeritus of Lexmark 1993
International, Inc. (office
machines, 1991) where he
still remains a member of
the Board. 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), Imation
Corp. (imaging and
information storage, 1997).
He is a Board member of
Dynatech Corporation
(electronics, 1999).
*Robert C. Pozen (53) Senior Vice President, is 1997
also President and a
Director of FMR (1997); and
President and a Director of
Fidelity Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc. (1997),
and Fidelity Management &
Research (Far East) Inc.
(1997). Previously, Mr.
Pozen served as General
Counsel, Managing Director,
and Senior Vice President of
FMR Corp.
Thomas R. Williams (71) President of The Wales Group, 1989
Inc. (management and
financial advisory
services). Prior to retiring
in 1987, Mr. Williams served
as Chairman of the Board of
First Wachovia Corporation
(bank holding company), and
Chairman and Chief Executive
Officer of The First
National Bank of Atlanta and
First Atlanta Corporation
(bank holding company). He
is currently a Director of
National Life Insurance
Company of Vermont and
American Software, Inc. Mr.
Williams was previously a
Director of ConAgra, Inc.
(agricultural products),
Georgia Power Company
(electric utility), and
Avado, Inc. (restaurants).
</TABLE>
** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
As of November 30, 1999, the nominees, Trustees and officers of the
Trust and each fund owned, in the aggregate, less than 1% of each
fund's outstanding shares.
If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended March 31, 1999. It is expected that the Trustees will
meet at least ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR, Strategic Advisers, or its
affiliates and normally meets four times a year, or as required, in
conjunction with meetings of the Board of Trustees. Currently, Messrs.
Kirk (Chairman), Gates and McCoy, and Mrs. Davis are members of the
committee. The committee oversees and monitors the trust's internal
control structure, its auditing function and its financial reporting
process, including the resolution of material reporting issues. The
committee recommends to the Board of Trustees the appointment of
auditors for the trust. It reviews audit plans, fees and other
material arrangements in respect of the engagement of auditors,
including non-audit services to be performed. It reviews the
qualifications of key personnel involved in the foregoing activities.
The committee plays an oversight role in respect of the trust's
investment compliance procedures and the code of ethics. During the
twelve months ended March 31,1999, the committee held six meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Mann, and Williams. The
committee members confer periodically and hold meetings as required.
The committee makes nominations for independent trustees, and for
membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended March 31, 1999, the committee held one meeting.
The Nominating and Administration Committee will consider nominees
recommended by shareholders. Recommendations should be submitted to
the committee in care of the Secretary of the Trust.
The trust does not have a compensation committee; such matters are
considered by the Nominating and Administration Committee.
The following table sets forth information describing the
compensation of each Trustee and Member of the Advisory Board of each
fund for his or her services for the fiscal year ended March 31, 1999,
or calendar year ended December 31, 1999, as applicable.
<TABLE>
<CAPTION>
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COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Edward C. Johnson 3d** Abigail P. Johnson**,# J. Gary Burkhead** Ralph F. Cox
FUND
Freedom IncomeB $ 0 $ 0 $ 0 $ 39
Freedom 2000B 0 0 0 138
Freedom 2010B 0 0 0 257
Freedom 2020B 0 0 0 234
Freedom 2030B 0 0 0 67
TOTAL COMPENSATION FROM THE $ 0 $ 0 $ 0 $217,500
FUND COMPLEX*,A
</TABLE>
<TABLE>
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COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Phyllis Burke Davis Robert M. Gates E. Bradley Jones **** Donald J. Kirk
FUND
Freedom IncomeB $ 38 $ 39 $ 38 $ 39
Freedom 2000B 136 138 136 139
Freedom 2010B 252 257 253 259
Freedom 2020B 229 234 231 235
Freedom 2030B 65 66 65 67
TOTAL COMPENSATION FROM THE $211,500 $217,500 $217,500 $217,500
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION
FROM A Ned C. Lautenbach*** Peter S. Lynch** William O. McCoy Gerald C. Mc- Donough Marvin L. Mann
FUND
Freedom IncomeB $ 0 $ 0 $ 39 $ 47 $ 39
Freedom 2000B 0 0 138 168 138
Freedom 2010B 0 0 257 313 257
Freedom 2020B 0 0 234 285 234
Freedom 2030B 0 0 66 81 66
TOTAL COMPENSATION FROM THE $ 54,000 $ 0 $214,500 $ 269,000 $ 217,500
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Robert C. Pozen** Thomas R. Williams
FUND
Freedom IncomeB $ 0 $ 39
Freedom 2000B 0 138
Freedom 2010B 0 257
Freedom 2020B 0 234
Freedom 2030B 0 66
TOTAL COMPENSATION FROM THE $ 0 $213,000
FUND COMPLEX*,A
</TABLE>
* Information is for the calendar year ended December 31,1999 for 236
funds in the complex.
** Interested Trustees of the funds, Ms. Johnson, and Mr. Burkhead are
compensated by FMR.
*** During the period from October 14, 1999 through December 31, 1999,
Ned C. Lautenbach served as a Member of the Advisory Board of the
trust. Mr. Lautenbach was appointed to the Board of Trustees of
Fidelity Aberdeen Street Trust effective January 1, 2000.
**** Mr. Jones served on the Board of Trustees through December 31,
1999.
# Effective April 1, 1999, Ms. Johnson serves as a Member of the
Advisory Board of certain trusts, including Fidelity Aberdeen Street
Trust.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1999, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $53,735; Thomas R. Williams, $62,319; and
William O. McCoy, $53,735.
B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.
2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUNDS.
By a vote of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent
accountants for each fund to sign or certify any financial statements
of each fund required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the
right of each fund, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty.
PricewaterhouseCoopers LLP has advised each fund that to the best of
its knowledge and belief, as of the record date, no
PricewaterhouseCoopers LLP professional had any direct or material
indirect ownership interest in such fund inconsistent with the
independence standards pertaining to accountants.
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of PricewaterhouseCoopers LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring
their presence.
3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED TRUST
INSTRUMENT.
The Board of Trustees has approved and recommends that the
shareholders of the trust authorize them to adopt and execute an
Amended and Restated Trust Instrument for the trust and the funds of
the trust in the form attached to this Proxy Statement as Exhibit 1
(New Trust Instrument). The attached New Trust Instrument has been
marked to show changes from the trust's existing Trust Instrument
(Current Trust Instrument). The New Trust Instrument going forward,
will be used as the standard Trust Instrument for all new Fidelity
Delaware business trusts.
The New Trust Instrument gives the Trustees more flexibility and,
subject to applicable requirements of the 1940 Act and Delaware law,
broader authority to act. This increased flexibility may allow the
Trustees to react more quickly to changes in competitive and
regulatory conditions and, as a consequence, may allow the funds to
operate in a more efficient and economical manner. ADOPTION OF THE NEW
TRUST INSTRUMENT WILL NOT ALTER IN ANY WAY THE TRUSTEES' EXISTING
FIDUCIARY OBLIGATIONS TO ACT WITH DUE CARE AND IN THE SHAREHOLDERS'
INTERESTS. BEFORE UTILIZING ANY NEW FLEXIBILITY THAT THE NEW TRUST
INSTRUMENT MAY AFFORD, THE TRUSTEES MUST FIRST CONSIDER THE
SHAREHOLDERS' INTERESTS AND THEN ACT IN ACCORDANCE WITH SUCH
INTERESTS.
Adoption of the New Trust Instrument will NOT result in any changes
in the funds' Trustees or officers or in the investment policies
described in the funds' current prospectuses.
Under the Current Trust Instrument, shareholders generally have the
right to vote on any amendment affecting their right to vote, any
amendment affecting the amendment provisions of the Trust Instrument,
any amendment required by law or the trust's registration statement,
and any matter submitted to the shareholders by the Trustees. On
November 18, 1999, the Trustees approved the form of the New Trust
Instrument. On July 7, 1999, September 15, 1999 and November 18, 1999,
the Board authorized the submission of the New Trust Instrument to the
trust's shareholders for their authorization at this Meeting.
REORGANIZATION OR TERMINATION OF THE TRUST OR ITS SERIES OR CLASSES.
Unlike the Current Trust Instrument, the New Trust Instrument
generally permits the Trustees, subject to applicable Federal and
state law, to reorganize or terminate all or a portion of the trust or
any of its series or classes. The Current Trust Instrument requires
shareholder approval in order to reorganize or terminate the trust or
any of its series except for certain reorganizations whose purpose is
to change the form of organization of the Trust and for terminations
of certain funds.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the all or a
portion of the trust, a fund or class to reorganize into another
entity. For example, in order to consolidate and streamline the
production and mailing of certain financial reports and legal
documents, the Trustees may determine that it would be in the
shareholders' interests to reorganize a fund into a trust with a
different fiscal year-end. Under the Current Trust Instrument, the
Trustees cannot effectuate such a potentially beneficial
reorganization without first conducting a shareholder meeting and
incurring the attendant costs and delays. In contrast, the New Trust
Instrument gives the Trustees the flexibility to reorganize all or a
portion of the trust or any of its series or classes and achieve
potential shareholder benefits without incurring the delay and
potential costs of a proxy solicitation. Such flexibility should help
to assure that the trust and its funds operate under the most
appropriate form of organization.
Similarly, under certain circumstances, it may not be in the
shareholders' interest to require a shareholder meeting to permit the
Trustees to terminate a fund or class. Under the Current Trust
Instrument, the Trustees may terminate a fund without a vote of
shareholders if: 1) the Trustees designate, prior to the sale of the
fund's shares, that such fund can be terminated without a shareholder
vote; 2) the registration statement for such fund discloses that the
Trustees may authorize a termination without a shareholder vote; or 3)
the fund is Fidelity Freedom 2030 Fund, Fidelity Freedom 2020 Fund,
Fidelity Freedom 2010 Fund, or Fidelity Freedom 2000 Fund. The New
Trust Instrument broadens the Trustees' authority to terminate a fund
to include any fund in the Trust in any circumstance. For example, a
fund may have insufficient assets to invest effectively or excessively
high expense levels due to operational needs. Under such
circumstances, absent viable alternatives, the Trustees may determine
that terminating the fund is in the shareholders' interest and the
only appropriate course of action. The process of obtaining
shareholder approval of the fund's termination may, however, make it
more difficult to complete the fund's liquidation and termination and,
in general, will increase the costs associated with the termination.
In such a case, it may be in the shareholders' interest to permit fund
termination without incurring the costs and delays of a shareholder
meeting.
As discussed above, before allowing a trust, fund or class
reorganization or termination to proceed without shareholder approval,
the Trustees have a fiduciary responsibility to first determine that
the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New Trust
Instrument is also subject to any applicable requirements of the 1940
Act and Delaware law. Of course, in all cases, the New Trust
Instrument would require that shareholders receive written
notification of any proposed transaction.
The New Trust Instrument does NOT give the Trustees any additional
authority to merge a fund or class with another operating mutual fund
or sell all or a portion of a class or fund's assets to another
operating mutual fund without first seeking shareholder approval. Both
the current and the New Trust Instrument allow the Trustees to merge a
fund into another fund of the Trust without a vote of shareholders if:
1) the Trustees designate, prior to the sale of the fund's shares,
that such fund can merge without a shareholder vote; 2) the
registration statement for such fund discloses that the Trustees may
authorize a merger without a shareholder vote; or 3) the fund is
Fidelity Freedom 2030 Fund, Fidelity Freedom 2020 Fund, Fidelity
Freedom 2010 Fund, or Fidelity Freedom 2000 Fund.
DOLLAR-BASED VOTING RIGHTS. The New Trust Instrument also provides
for voting rights based on a shareholder's total dollar investment
(dollar-based voting), rather than on the number of shares owned. As a
result, under the New Trust Instrument, voting power is allocated in
proportion to the value of each shareholder's investment. Under the
Current Trust Instrument, each share is entitled to one vote. The
original intent of the one-share, one-vote provision was to provide
equitable voting rights to all shareholders as required by the 1940
Act. However, under the current voting provisions, if the trust had
several series or funds, an investment in a fund with a lower net
asset value per share (NAV) would have significantly greater voting
power than the same dollar amount invested in another fund with a
higher NAV. Thus, assuming the trust had more than one fund, on
trust-wide proposals requiring the approval of the shareholders of all
of the funds, a shareholder of a fund with a lower NAV would have
greater voting power than a shareholder invested in a fund with a
higher NAV.
If sum, if the Trustees create a new fund or funds, the New Trust
Instrument would provide a more equitable distribution of voting
rights for trust-wide votes than the one-share, one-vote system
currently in effect. The voting power of each shareholder would be
commensurate with the value of the shareholder's dollar investment
rather than with the number of shares held.
The Staff of the Securities and Exchange Commission (SEC) has issued
a "no-action" letter permitting a trust to seek shareholder approval
of a dollar-based voting system. The New Trust Instrument will comply
with the conditions stated in the no-action letter.
INITIAL APPROVAL OF MANAGEMENT CONTRACTS. The New Trust Instrument
modifies the Current Trust Instrument to allow the trustees, on behalf
of a new fund, to enter into a management contract with FMR subject to
the provisions of Section 15 of the 1940 Act, as modified or
interpreted by the SEC. The Current Trust Instrument explicitly
requires the vote of a majority of the outstanding voting securities
of a fund to initially approve such a contract. The SEC permits the
sole initial shareholder, usually FMR or an affiliate, to approve the
initial management contract rather than the fund's public
shareholders. The New Trust Instrument would clarify that approval by
the sole initial shareholder is sufficient.
CONCLUSION. The Board of Trustees has concluded that the proposed
adoption of the New Trust Instrument is in the best interests of the
trust's shareholders. Accordingly, the Trustees unanimously recommend
that the shareholders vote FOR the proposal to authorize them to adopt
and execute the New Trust Instrument. If the proposal is approved by a
majority of the outstanding voting securities of both the trust and
each fund, the New Trust Instrument will be adopted. If the proposal
is approved by a majority of the outstanding voting securities of the
trust but not each fund, the New Trust Instrument, except for the
dollar-based voting amendment, will be adopted. If the proposal is not
approved the current Trust Instrument will remain unchanged and in
effect.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF STRATEGIC ADVISERS
Strategic Advisers, a corporation organized in 1977, serves as
investment adviser to a number of investment companies.
Strategic Advisers, its officers and directors, its affiliated
companies, and the Trustees, may from time to time have transactions
with various banks, including the custodian banks for certain of the
funds advised by Strategic Advisers. Those transactions that have
occurred to date have included mortgages and personal and general
business loans. In the judgment of Strategic Advisers, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of Strategic Advisers are Robert M. Gervis, Chief
Administrative Officer and Director; William V. Harlow III, President,
Chief Investment Officer and Director; Robert C. Pozen, Director;
Roger T. Servison, Director; Donald E. Alhart, Vice President, Crosby
Advisors; Amy F. Barnwell, Vice President; G. Robert Bristow, Vice
President; Michael B. Fox, Vice President; Alice Lowenstein, Vice
President; Michele A. Stecyk, Vice President; and Geoff Stein, Vice
President. With the exception of Robert C. Pozen, none of the
Directors is also a Trustee of the trust. None of the Directors are
currently officers of the trust and officers or employees of Strategic
Advisers. The principal business address of each of the Directors of
Strategic Advisers is 82 Devonshire Street, Boston, Massachusetts
02109.
All of the stock of Strategic Advisers is owned by its parent
company, FMR Corp., 82 Devonshire Street, Boston, Massachusetts 02109,
which was organized on October 31, 1972. Members of Mr. Edward C.
Johnson 3d and Ms. Abigail P. Johnson's family are the predominant
owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to Strategic Advisers and FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; Peter S.
Lynch, Vice Chairman; and Abigail P. Johnson, Senior Vice President.
With the exception of Abigail P. Johnson, each of the Directors is
also a Trustee of the trust. Messrs. Johnson 3d, Pozen, John H.
Costello, Matthew N. Karstetter, Eric D. Roiter, Richard A. Silver,
Robert A. Lawrence, Ren Y. Cheng, and Scott D. Stewart are currently
officers of the trust and officers or employees of FMR or FMR Corp.
With the exception of Mr. Costello and Mr. Karstetter, all of these
persons hold or have options to acquire stock of FMR Corp. The
principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d and Ms. Abigail
P. Johnson's family are the predominant owners of a class of shares of
common stock, representing approximately 49% of the voting power of
FMR Corp., and, therefore, under the 1940 Act may be deemed to form a
controlling group with respect to FMR Corp.
During the period April 1, 1998 through November 30, 1999, no
transactions were entered into by Trustees and nominees as Trustee of
the trust involving more than 1% of the voting common, non-voting
common and equivalent stock, or preferred stock of FMR Corp.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Company, Inc.,
P.O. Box 789, Boston, MA 02109, whether other persons are beneficial
owners of shares for which proxies are being solicited and, if so, the
number of copies of the Proxy Statement and Annual Reports you wish to
receive in order to supply copies to the beneficial owners of the
respective shares.
EXHIBIT 1
((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED
FORM OF AMENDED AND RESTATED TRUST INSTRUMENT
AMENDED AND RESTATED TRUST INSTRUMENT made [December 16, 1999] by
each of the Trustees whose signature is affixed hereto (the
"Trustees").
WHEREAS, the Trustees desire to amend and restate this Trust
Instrument for the sole purpose of supplementing the Trust Instrument
to incorporate amendments duly adopted; and
WHEREAS, this Trust was initially made on June 20, 1991 by Edward C.
Johnson 3d, J. Gary Burkhead and John E. Ferris in order to establish
a 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 Amended and Restated 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
Aberdeen Street 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 Aberdeen Street 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; and
(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
parvalue. 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, whether directly in such resolution or by reference to,
or approval of, another document that sets forth such relative rights
and preferences of the Shares of such Series including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution. 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 or other fee 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 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 class thereof or to apportion the same between or among two
or more Series or classes thereof, provided that any liabilities or
expenses incurred by a particular Series or class thereof 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 or a
portion of the assets of any series in one or more open-end investment
companies, including investment by means of a transfer of such assets
in an exchange for an interest or interests in such investment company
or companies or by any other method approved by the Trustees;
(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] ((Subject to applicable requirements of the 1940
Act, as modified by or interpreted by any applicable order of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, 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.] ((determine.)) 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 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. [Each whole share]
((A shareholder of each Series)) shall be entitled to one vote [as to]
((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 [it]
((such shareholder)) is entitled to [vote,] ((vote)) and each
fractional [share] ((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). Shareholders shall be
entitled to at least fifteen (15) days' notice of any 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.
DERIVATIVE ACTIONS
Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative
actions in the right of the Trust shall be governed by the General
Corporation Law of the State of Delaware relating to derivative
actions, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.
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, or by such
electro-mechanical or electronic devices as are agreed to by the Trust
and the custodian, if such procedures have been authorized in writing
by the Trust;
(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees
may direct;
(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
dividend of stock or other property 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 less any applicable deferred sales charge and/or fees
shall be made by the Series or the principal underwriter of the Series
to the Shareholder of record within seven (7) days after the date upon
which the request is effective. 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 [9.04,] ((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
Section 9.05. The Trustees may require Shareholders to redeem Shares
for any reason under terms set by the Trustees, including, but not
limited to, (i) the determination of the Trustees that direct or
indirect ownership of Shares of any Series has or may become
concentrated in such Shareholder to an extent that would disqualify
any Series as a regulated investment company under the Internal
Revenue Code of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or (iii) the failure of a Shareholder to
pay when due for the purchase of Shares issued to him. 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. Neither a Trustee nor an officer of the Trust when
acting in such capacity, shall be personally liable to any person
other than the Trust or a beneficial owner for any act, omission or
obligation of the Trust, any Trustee or any officer of the Trust.
Neither a Trustee nor an officer of the Trust shall be liable for any
act or omission or any conduct whatsoever in his capacity as Trustee
or officer of the Trust, provided that nothing contained herein or in
the Delaware Act shall protect any Trustee or any officer of the Trust
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 or Officer 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 the intention of the Trustees to create a
business trust pursuant to the Delaware Act. It is not the intention
of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the Delaware Act.
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 or the officers of the
Trust 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 or the
officers of the Trust shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees and the officers of the Trust
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 and the
officers of the Trust 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]((DURATION)) OF ((THE)) TRUST
[ Section 11.04.]
[(a)]((Section 11.04.)) This Trust shall continue without limitation
of time but subject to the provisions [of sub-section (b) ]of this
[Section 11.04] ((Article XI.))
((TERMINATION OF THE TRUST, A SERIES OR A CLASS))
(( Section 11.05. ))
[ (b) The Trustees may, subject to a vote of a majority of the
Trustees and of a majority of the Trustees who are not an "interested
person", as that term is defined in the 1940 Act, of the Trust]
(( (a) Subject to applicable Federal and state law, the Trust or any
Series or class thereof may be terminated (i) by Majority Shareholder
Vote of the Trust, each Series affected, or each class affected, as
the case may be; or (ii) without the vote or consent of Shareholders
by a majority of the Trustees either at a meeting or by written
consent. The Trustees shall provide written notice to the affected
Shareholders of a termination effected under clause (ii) above. Upon
the termination of the Trust or the Series or class, (i) the Trust or
the Series or class shall carry on no business except for the purpose
of winding up its affairs; (ii) the Trustees shall proceed to wind up
the affairs of the Trust or the Series or class, and all of the powers
of the Trustees under this Trust Instrument shall continue until the
affairs of the Trust shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust or the Series or class
thereof; collect its assets; sell, convey, assign, exchange, transfer,
or otherwise dispose of all or any part of the remaining Trust
property or Trust property allocated or belonging to such Series or
class to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash,
securities, or other property of any kind; discharge or pay its
liabilities; and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment, exchange,
transfer, or other disposition of all or substantially all the Trust
property or Trust property allocated or belonging to such Series or
class (other than as provided in (iii) below) shall require
Shareholder approval in accordance with Section 11.06 below; and (iii)
after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
class according to their respective rights; and))
[ (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, or to a
Series of this Trust, 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 of a Series of this Trust, or
to the extent now or hereinafter authorized by Delaware law, merge the
assets of the Trust or any affected Series into another trust,
partnership, association or corporation, or into 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
or into another Series of this Trust (hereinafter a "Transfer of
Assets"), or]
(( (b) Upon completion of the distribution of the remaining proceeds
or the remaining assets as provided in sub-section (a), the Trust or
any affected Series or class thereof 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, Series or class 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.))
((MERGER; CONSOLIDATION; AND SALE OF ASSETS))
[ (ii) at any time sell and convert into money all of the assets of
the Trust or any affected Series, or]
(( Section 11.06. Subject to applicable Federal and state law and
except as otherwise provided in Section 11.07 and 11.08 below, the
Trust or any Series or class thereof may merge or consolidate with any
other corporation, association, trust, or other organization or may
sell, lease, or exchange all or a portion of the Trust property or
Trust property allocated or belonging to such Series or class,
including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders
called for such purpose by a Majority Shareholder Vote of the Trust or
affected Series or class, as the case may be. Such transactions may be
effected through share-for-share exchanges, transfers or sale of
assets, shareholder in-kind redemptions and purchases, exchange
offers, or any other method approved by the Trustees. 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 11.06 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.))
((INCORPORATION;)) REORGANIZATION
[ (iii) at any time liquidate the Trust or any affected Series and
distribute its assets to Shareholders either in kind or after selling
and converting the same in whole or in part into money (a "Liquidation
of Assets"), and]
(( Section 11.07. Subject to applicable Federal and state law, the
Trustees may without the vote or consent of Shareholders cause to be
organized or assist in organizing a corporation or corporations under
the laws of any jurisdiction or any other trust, partnership, limited
liability company, association, or other organization to take over all
or a portion of the Trust property or all or a portion of the Trust
property allocated or belonging to such Series or class or to carry on
any business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series or class to any
such corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such
corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto or any Series or class thereof and any such
corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to
organize or assist in organizing one or more corporations, trusts,
partnerships, limited liability companies, associations, or other
organizations and selling, conveying, or transferring the Trust
property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written
notice to the affected Shareholders of any transaction whereby,
pursuant to this Section 11.07, the Trust or any Series or class
thereof sells, conveys, or transfers all or a portion of its assets to
another entity or merges or consolidates with another entity. Such
transactions may be effected through share-for-share exchanges,
transfers or sale of assets, shareholder in-kind redemptions and
purchases, exchange offers, or any other method approved by the
Trustees. 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
11.07 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.))
[ (iv) any Transfer of Assets or Liquidation of Assets transaction
shall be subject to a Majority Shareholder Vote of each Series
affected by the matter, or if applicable, to a Majority Shareholder
Vote of the Trust; provided, however, that no such Majority
Shareholder Vote shall be required if]
((TRANSFERS OF ASSETS))
[(a) a Transfer] ((Section 11.08. Subject to applicable Federal and
state law, the Trustees may without the vote or consent of
Shareholders merge the assets of any Series)) of [Assets takes place
between or among one or more] ((the Trust into another)) Series of
[this Trust, which,] ((the Trust (hereinafter a "Transfer of Assets);
provided,)) (1) at the time of its establishment pursuant to Section
2.06, or subsequent thereto and prior to the issuance of Shares, such
Series is designated by the Trustees as exempt from the requirement of
a Majority Shareholder Vote as a condition precedent to a Transfer of
Assets, (2) at the time of the commencement of the public offering of
such Shares, the registration statement for such Shares discloses that
a [Transfers] ((Transfer)) of Assets may take place without a Majority
Shareholder Vote of the Series or Trust, or (3) the Series is one of
the following Series of the Trust: Fidelity Freedom 2030 Fund,
Fidelity Freedom 2020 Fund, Fidelity Freedom 2010 Fund, or Fidelity
Freedom 2000 [Fund; or]((Fund.))
[(b) a Liquidation of Assets takes place in respect of one or more
Series of the Trust which, (1) at the time of its establishment
pursuant to Section 2.06, or subsequent thereto and prior to the
issuance of Shares, such Series is designated by the Trustees as
exempt from the requirement of a Majority Shareholder Vote as a
condition precedent to a Liquidation (2) at the time of the
commencement of the public offering of such Shares discloses that a
Liquidation of Assets may take place between one or more series of the
Trust without a Majority Shareholder Vote of the Series or Trust, or
(3) the Series is one of the following Series of the Trust: Fidelity
Freedom 2030 Fund, Fidelity Freedom 2020 Fund, Fidelity Freedom 2010
Fund, or Fidelity Freedom 2000 Fund].
[ (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].
[MERGERS]
[ Section 11.05. (a) 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 (general
or limited), associations, limited liability companies 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].
[ (b) The Trustees may, subject to a Majority Shareholder Vote of the
Trust, and subject to a vote of a majority of the Trustees, cause the
Trust to merge or consolidate with or into one or more trusts,
partnerships (general or limited), associations, limited liability
companies or corporations].
[ (c) Any agreement of merger or consolidation or certificate of
merger or consolidation may be signed by a majority of Trustees and
facsimile signatures conveyed by electronic or telecommunication means
shall be valid].
[ (d) 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 paragraphs
(a) or (b) of 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.] ((11.09.)) 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. A supplemental trust instrument
executed by any one Trustee may be relied upon as a Supplement hereof.
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.] ((11.10.)) 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.] ((11.11.)) 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, ((11.11, )) (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.] ((11.12.)) 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.] ((11.13.)) 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.] ((11.14.)) 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 [December
16, 1999.]
[SIGNATURE LINES OMITTED]
ABD-pxs-0100 CUSIP# 31617R308/FUND# 369
1.733490.100 CUSIP# 31617R407/FUND# 370
CUSIP# 31617R506/FUND# 371
CUSIP# 31617R605/FUND# 372
CUSIP# 31617R704/FUND# 373
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY ABERDEEN STREET TRUST: FIDELITY FREEDOM INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Marvin L. Mann, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Aberdeen Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on March 15, 2000 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 2000
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
369,370,371,372,373 HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01) Ralph F. Cox, (02) contrary below).
Phyllis Burke Davis, (03)
Robert M. Gates, (04) Edward
C. Johnson 3d, (05) Donald
J. Kirk, (06) Ned C.
Lautenbach, (07) Peter S.
Lynch, (08) William O.
McCoy, (09) Gerald C.
McDonough, (10) Marvin L.
Mann, (11) Robert C. Pozen,
and (12) Thomas R.
Williams(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Trust Instrument.
FF-PXC-0100 cusip # 31617R308 / 369 H
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY ABERDEEN STREET TRUST: FIDELITY FREEDOM 2000 FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Marvin L. Mann, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Aberdeen Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on March 15, 2000 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 2000
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
369,370,371,372,373 HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01) Ralph F. Cox, (02) contrary below).
Phyllis Burke Davis, (03)
Robert M. Gates, (04) Edward
C. Johnson 3d, (05) Donald
J. Kirk, (06) Ned C.
Lautenbach, (07) Peter S.
Lynch, (08) William O.
McCoy, (09) Gerald C.
McDonough, (10) Marvin L.
Mann, (11) Robert C. Pozen,
and (12) Thomas R.
Williams(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Trust Instrument.
FF-PXC-0100 cusip # 31617R407 / 370 H
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY ABERDEEN STREET TRUST: FIDELITY FREEDOM 2010 FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Marvin L. Mann, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Aberdeen Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on March 15, 2000 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 2000
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
369,370,371,372,373 HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01) Ralph F. Cox, (02) contrary below).
Phyllis Burke Davis, (03)
Robert M. Gates, (04) Edward
C. Johnson 3d, (05) Donald
J. Kirk, (06) Ned C.
Lautenbach, (07) Peter S.
Lynch, (08) William O.
McCoy, (09) Gerald C.
McDonough, (10) Marvin L.
Mann, (11) Robert C. Pozen,
and (12) Thomas R.
Williams(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Trust Instrument.
FF-PXC-0100 cusip #31617R506 / 371 H
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY ABERDEEN STREET TRUST: FIDELITY FREEDOM 2020 FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Marvin L. Mann, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Aberdeen Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on March 15, 2000 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 2000
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
369,370,371,372,373 HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01) Ralph F. Cox, (02) contrary below).
Phyllis Burke Davis, (03)
Robert M. Gates, (04) Edward
C. Johnson 3d, (05) Donald
J. Kirk, (06) Ned C.
Lautenbach, (07) Peter S.
Lynch, (08) William O.
McCoy, (09) Gerald C.
McDonough, (10) Marvin L.
Mann, (11) Robert C. Pozen,
and (12) Thomas R.
Williams(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Trust Instrument.
FF-PXC-0100 cusip # 31617R605 / 372 H
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY ABERDEEN STREET TRUST: FIDELITY FREEDOM 2030 FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Marvin L. Mann, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Aberdeen Street Trust as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on March 15, 2000 at 9:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 2000
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
369,370,371,372,373 HH
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the nominees [ ] FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01) Ralph F. Cox, (02) contrary below).
Phyllis Burke Davis, (03)
Robert M. Gates, (04) Edward
C. Johnson 3d, (05) Donald
J. Kirk, (06) Ned C.
Lautenbach, (07) Peter S.
Lynch, (08) William O.
McCoy, (09) Gerald C.
McDonough, (10) Marvin L.
Mann, (11) Robert C. Pozen,
and (12) Thomas R.
Williams(INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE
NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)
</TABLE>
______________________________________________________________________
2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.
3. To authorize the Trustees to FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
adopt an amended and
restated Trust Instrument.
FF-PXC-0100 cusip # 31617R704 / 373 H
IMPORTANT PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
FIDELITY FREEDOM INCOME FUND(Registered trademark)
FIDELITY FREEDOM 2000 FUND(Registered trademark)
FIDELITY FREEDOM 2010 FUND(Registered trademark)
FIDELITY FREEDOM 2020 FUND(Registered trademark)
FIDELITY FREEDOM 2030 FUND(Registered trademark)
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders of
the Fidelity funds mentioned above will be held on March 15, 2000. The
purpose of the meeting is to vote on several important proposals that
affect the funds and your investment in them. As a shareholder, you
have the opportunity to voice your opinion on the matters that affect
your fund(s). This package contains information about the proposals
and the materials to use when voting by mail.
Please read the enclosed materials and cast your vote on the proxy
card(s). PLEASE VOTE AND RETURN YOUR CARD(S) PROMPTLY. YOUR VOTE IS
EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
All of the proposals have been carefully reviewed by the Board of
Trustees. The Trustees, most of whom are not affiliated with Fidelity,
are responsible for protecting your interests as a shareholder. The
Trustees believe these proposals are in the best interest of
shareholders. They recommend that you vote for each proposal.
The following Q&A is provided to assist you in understanding the
proposals. Each of the proposals is described in greater detail in the
enclosed proxy statement.
VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast
your vote, simply complete the proxy card(s) enclosed in this package.
Be sure to sign the card(s) before mailing it in the postage-paid
envelope.
If you have any questions before you vote, please call Fidelity at
1-800-544-8888. We'll be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative.
Sincerely,
Edward C. Johnson 3d
Chairman and Chief Executive Officer
Important information to help you understand and vote on the
proposals.
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the proposals to be voted upon. Your vote is
important. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
ON WHAT PROPOSALS AM I ENCOURAGED TO VOTE?
You may be asked to vote on the following proposals:
1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the funds.
3. To authorize the Trustees to adopt an amended and restated Trust
Instrument.
WHAT ROLE DOES THE BOARD PLAY? (PROPOSAL 1)
The Trustees oversee the investment policies of each fund. Members of
the Board are fiduciaries and have an obligation to serve the best
interests of shareholders. In addition, the Trustees review fund
performance, oversee fund activities, and review contractual
arrangements with companies that provide services to the funds.
WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2)
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. They also
sign or certify any financial statements of the funds that are
required by law to be independently certified and filed with the
Securities and Exchange Commission (SEC).
WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND RESTATED TRUST
INSTRUMENT? (PROPOSAL 3)
The new Trust Instrument gives the Trustees more flexibility, and,
subject to the applicable requirements of federal and state law,
broader authority to act. This increased flexibility may allow the
Trustees to react more quickly to changes in competitive and
regulatory conditions and, as a consequence, may allow the funds to
operate in a more efficient and economical manner.
Adoption of the new Trust Instrument will not alter the Trustees'
existing fiduciary obligations to act in the best interests of the
funds' shareholders. Before utilizing any new flexibility that the new
Trust Instrument may afford, the Trustees must first consider the
shareholders' interests and act in accordance with such interests.
Please review the proxy statement for specific details about this
change.
HAS THE FUND'S BOARD OF TRUSTEES APPROVED EACH PROPOSAL?
Yes. The Board of Trustees has unanimously approved all of the
proposals and recommends that you vote to approve them.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each share you hold
on the record date. The record date is January 18, 2000.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card(s) and mailing it in the enclosed postage paid envelope. If you
need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call Fidelity at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the
card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in
the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. For example, a trustee for a trust or
other entity should sign, "Ann B. Collins,
Trustee."
