SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<CAPTION>
<S> <C>
[ ] 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
</TABLE>
(Name of Registrant as Specified In Its Charter)
(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:
<TABLE>
<CAPTION>
<S> <C>
[ ] 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.
</TABLE>
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY DAILY INCOME TRUST
SPARTAN (registered trademark) ARIZONA MUNICIPAL MONEY MARKET FUND
SPARTAN (registered trademark) MUNICIPAL MONEY FUND
FUNDS OF
FIDELITY UNION STREET TRUST II
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
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 Daily Income Trust, Spartan Arizona Municipal Money
Market Fund, and Spartan Municipal Money Fund (the funds), will be held at
the office of Fidelity Union Street Trust II (the trust), 82 Devonshire
Street, Boston, Massachusetts 02109 on September 17, 1997, 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 Coopers & Lybrand L.L.P. as independent
accountants of the trust.
3. To amend the Trust Instrument to provide dollar-based voting rights
for shareholders of the trust.
4. To amend Fidelity Daily Income Trust's fundamental investment
limitation concerning diversification.
5. To amend Spartan Municipal Money Fund's fundamental investment
limitation concerning diversification to exclude securities of other
investment companies from the limitation.
The Board of Trustees has fixed the close of business on July 21, 1997 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,
ARTHUR S. LORING, Secretary
July 21, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE
A. 1) ABC Corp. John Smith,
Treasurer
2) ABC Corp. John Smith,
Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY DAILY INCOME TRUST
SPARTAN ARIZONA MUNICIPAL MONEY MARKET FUND
SPARTAN MUNICIPAL MONEY FUND
TO BE HELD ON SEPTEMBER 17, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Union
Street Trust II (the trust) to be used at the Special Meeting of
Shareholders of Fidelity Daily Income Trust, Spartan Arizona Municipal
Money Market Fund, and Spartan Municipal Money Fund (the funds) and at any
adjournments thereof (the Meeting), to be held on September 17, 1997, at
9:00 a.m., at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust and Fidelity Management & Research
Company (FMR), the funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about July 21, 1997. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, or by
personal interview by representatives of the trust. In addition, Management
Information Services Corp. and D.F. King & Co. (D.F. King) may be
paid on a per-call basis to solicit shareholders on behalf of the funds at
an anticipated cost of approximately $16,000 (Fidelity Daily Income Trust),
$2,427 (Spartan Arizona Municipal Money Market Fund), and $6,719 (Spartan
Municipal Money Fund), respectively. The expenses in connection with
preparing this Proxy Statement and its enclosures and of all solicitations
will be paid by Fidelity Daily Income Trust and FMR (for Spartan Arizona
Municipal Money Market Fund and Spartan Municipal Money Fund). Fidelity
Daily Income Trust and FMR (for Spartan Arizona Municipal Money Market Fund
and Spartan Municipal Money Fund) will reimburse brokerage firms and others
for their reasonable expenses in forwarding solicitation material to the
beneficial owners of shares. The principal business address of Fidelity
Distributors Corporation (FDC), the funds' principal underwriter and
distribution agent, is 82 Devonshire Street, Boston, Massachusetts 02109.
The principal business address of FMR Texas, Inc. (FMR Texas), subadviser
to the funds, is 400 East Las Colinas Boulevard, Irving, Texas 75039.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F. King
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 Daily
Income Trust), $326 (Spartan Arizona Municipal Money Market Fund), and
$1,804 (Spartan Municipal Money Fund). The expenses in connection with
telephone voting will be paid by Fidelity Daily Income Trust and FMR (for
Spartan Arizona Municipal Money Market Fund and Spartan Municipal Money
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.
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 proxies 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 proxies 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 May 30,
1997, are indicated in the following table:
Fidelity Daily Income Trust 2,312,353,108
Spartan Arizona Municipal Money Market Fund 81,737,336
Spartan Municipal Money Fund 2,318,643,539
As of May 30, 1997, 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 May 30, 1997 was as follows: for
Spartan Arizona Municipal Money Market : National Financial Services
Corporation, Boston, MA (41.84%). To the knowledge of the trust, no other
shareholder owned of record or beneficially more than 5% of the outstanding
shares of the funds on that date.
Shareholders of record at the close of business on July 21, 1997, will be
entitled to vote at the Meeting. Each such shareholder will be entitled to
one vote for each share held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
AUGUST 31, 1996, AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED
FEBRUARY 28, 1997, CALL 1-800-544-8888 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 PROPOSALS 1 AND 2. APPROVAL OF PROPOSAL 3 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF
BOTH THE TRUST AND OF EACH FUND OF THE TRUST. APPROVAL OF PROPOSAL 4 AND 5
REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" OF THE APPROPRIATE FUNDS. 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.
The following tables summarize the proposals applicable to each fund.
<TABLE>
<CAPTION>
<S> <C> <C>
Proposal Proposal Description Applicable Funds
#
1. To elect as Trustees the Fidelity Daily Income Trust
12 nominees presented in Spartan AZ Municipal Money
proposal 1. Market
Spartan Municipal Money
2. To ratify the selection of Fidelity Daily Income Trust
Coopers & Lybrand L.L.P. Spartan AZ Municipal Money
as independent Market
accountants of the trust. Spartan Municipal Money
3. To amend the Trust Fidelity Daily Income Trust
Instrument to provide Spartan AZ Municipal Money
voting rights based on a Market
shareholder's total dollar Spartan Municipal Money
investment in a fund,
rather than on the
number of shares owned.
4. To amend Fidelity Daily Fidelity Daily Income Trust
Income Trust's
fundamental
diversification limitation.
5. To amend Spartan Spartan Municipal Money
Municipal Money Fund's
fundamental
diversification limitation to
exclude "securities of
other investment
companies" from the
limitation .
</TABLE>
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of t rustees of the
t rust. Pursuant to the provisions of the Trust Instrument of
Fidelity Union Street Trust II, 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.
Except for Robert M. Gates , William O. McCoy and Robert C.
Pozen , all nominees named below are currently Trustees of Fidelity
Union Street Trust II and have served in that capacity continuously since
originally elected or appointed. Ralph F. Cox, Phyllis Burke Davis, and
Marvin L. Mann were selected by the trust's Nominating and Administration
Committee (see page ) and were appointed to the Board in November
1991, December 1992, and October 1993, respectively. None of the nominees
is 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 (FMR or
the Adviser), 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 , William O. McCoy and Robert C.
Pozen , each of the nominees is currently a Trustee or General Partner,
as the case may be, of 62 registered investment companies (trusts or
partnerships) advised by FMR . Mr. Gates and Mr. McCoy are
currently a Trustee or General Partner, as the case may be, of 48
registered investment companies (trusts or partnerships) advised by
FMR. Effective August 1, 1997, Mr Pozen will be a Trustee or General
Partner, as the case may be, of 48 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>
Nominee Principal Occupation ** Year of
(Age) Election or
Appointmen
t
<S> <C> <C>
Ralph F. Cox Management consultant (1994). 1991
(65) 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 Sanifill
Corporation (non-hazardous
waste, 1993), CH2M Hill
Companies (engineering), Rio
Grande, Inc. (oil and gas
production), and Daniel
Industries (petroleum
measurement equipment
manufacturer). In addition, he is
a member of advisory boards of
Texas A&M University and the
University of Texas at Austin.
Phyllis Burke Davis Prior to her retirement in 1992
(65) September 1991, Mrs. Davis
was the Senior Vice President of
Corporate Affairs of Avon
Products, Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX Companies,
Inc. (retail stores), and
previously served as a Director
of Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition, she is a
member of the President's
Advisory Council of The
University of Vermont School of
Business Administration.
Robert M. Gates Consultant, author, and lecturer --
(5 3 ) (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 currently a Trustee
for the Forum For International
Policy, a Board Member for the
Virginia Neurological Institute,
and a Senior Advisor of the
Harvard Journal of World Affairs.
In addition, Mr. Gates also
serves as a member of the
corporate board for LucasVarity
PLC (automotive components
and diesel engines), Charles
Stark Draper Laboratory
(non-profit), NACCO Industries,
Inc. (mining and manufacturing),
and TRW Inc. (original
equipment and replacement
products).
*Edward C. Johnson, President, is Chairman, Chief 1968
3d Executive Officer and a Director
(67) of FMR Corp.; a Director and
Chairman of the Board and of
the Executive Committee of
FMR; Chairman and a Director
of FMR Texas Inc., Fidelity
Management & Research (U.K.)
Inc., and Fidelity Management &
Research (Far East) Inc.
E. Bradley Jones Prior to his retirement in 1984, 1990
(69) Mr. Jones was Chairman and
Chief Executive Officer of LTV
Steel Company. He is a Director
of TRW Inc. (original equipment
and replacement products),
Consolidated Rail Corporation,
Birmingham Steel Corporation,
and RPM, Inc. (manufacturer of
chemical products), and he
previously served as a Director
of NACCO Industries, Inc.
(mining and manufacturing ,
1985-1995) , Hyster-Yale
Materials Handling, Inc.
(1985-1995) , and
Cleveland-Cliffs Inc. (mining),
and as a Trustee of FIrst Union
Real Estate Investments . In
addition, he serves as a Trustee
of the Cleveland Clinic
Foundation, where he has also
been a member of the Executive
Committee as well as Chairman
of the Board and President, a
Trustee and member of the
Executive Committee of
University School (Cleveland),
and a Trustee of Cleveland
Clinic Florida.
Donald J. Kirk Executive-in-Residence (1995) 1987
(64) at Columbia University Graduate
School of Business and a
financial consultant. 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 is a
Director of General Re
Corporation (reinsurance), and
he previously served as a
Director of Valuation Research
Corp. (appraisals and
valuations, 1993-1995). In
addition, he serves as Chairman
of the Board of Directors of the
National Arts Stabilization Fund,
Chairman of the Board of
Trustees of the Greenwich
Hospital Association, a Member
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).
*Peter S. Lynch Vice Chairman and Director of 1990
(54) FMR (1992). 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 Fund and
FMR Growth Group Leader; and
Managing Director of FMR Corp.
Mr. Lynch was also Vice
President of Fidelity Investments
Corporate Services (1991-1992).
He is a Director of W.R. Grace &
Co. (chemicals) and Morrison
Knudsen Corporation (engineering
and construction). 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 Vice President of Finance for the --
(63) University of North Carolina
(16-school system, 1995). 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 ), Weeks
Corporation of Atlanta (real
estate, 1994), Carolina Power
and Light Company (electric utility,
1996) and the Kenan Transport
Co. (1996) . Previously, he was a
Director of First American
Corporation (bank holding
company, 1979-1996). In addition,
Mr. McCoy serves as a member
of the Board of Visitors for the
University of North Carolina at
Chapel Hill (1994) and for the
Kenan - Flager Business School
(University of North Carolina at
Chapel Hill , 1988 ).
Gerald C. McDonough Chairman of G.M. Management 1989
(68) Group (strategic advisory
services). Prior to his retirement
in July 1988, he was Chairman
and Chief Executive Officer of
Leaseway Transportation Corp.
(physical distribution services).
Mr. McDonough is a Director of
Brush-Wellman Inc. (metal
refining), 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.
Marvin L. Mann Chairman of the Board, 1993
(64) President, and Chief Executive
Officer of Lexmark International,
Inc. (office machines, 1991).
Prior to 1991, he held the
positions of Vice President of
International Business Machines
Corporation ("IBM") and
President and General Manager
of various IBM divisions and
subsidiaries. Mr. Mann is a
Director of M.A. Hanna
Company (chemicals, 1993) and
Infomart (marketing services,
1991), a Trammell Crow Co. In
addition, he serves as the
Campaign Vice Chairman of the
Tri-State United Way (1993) and
is a member of the University of
Alabama President's Cabinet.
*Robert C. Pozen Senior Vice President (effective --
(51) August 1, 1997), President and
a Director of FMR (1997); and
President and a Director of FMR
Texas Inc. (1997), 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 President of The Wales Group, 1989
(69) Inc. (management and financial
advisory services). Prior to retiring
in 1987,
Mr. Williams served as Chairman
of the Board of First Wachovia
Corporation (bank holding
company), and Chairman and
Chief Executive Officer of The
First National Bank of Atlanta and
First Atlanta Corporation (bank
holding company). He is currently
a Director of BellSouth
Corporation (telecommunications),
ConAgra, Inc. (agricultural
products), Fisher Business
Systems, Inc. (computer
software), Georgia Power
Company (electric utility), Gerber
Alley & Associates, Inc.
(computer software), National Life
Insurance Company of Vermont,
American Software, Inc., and
AppleSouth, Inc. (restaurants,
1992).
</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 May 30, 1997, the nominees and officers of the trust owned, in the
aggregate , less than 1 % of the funds' 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
seven non-interested Trustees, met eleven times during the twelve months
ended August 31, 1996. 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 or its affiliates and normally meets
four times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Mr. Kirk (Chairman) and Mrs. Davis are
members of the c ommittee. If elected, it is anticipated that Mr.
McCoy and Mr. Gates will be 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 August 31, 1996, the c ommittee held four meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Jones, and Williams. The
c ommittee 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
August 31, 1996, the c ommittee held five meetings. The Nominating
and Administration Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the c ommittee
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 or Member of the Advisory Board of each fund for his or her
services for the fiscal year end ing August 31, 199 7 , or
calendar year ended December 31, 1996, as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Aggregate Aggregate Total
Compensatio Compensatio Compensatio Compensatio
n n from n from n from the
from Spartan AZ Spartan Fund
Fidelity Daily Municipal Municipal Complex* , A
Income Money
Money +,B,E
Trust +,B,C,F Market +,B,D
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
J. Gary Burkhead**,(double dagger) $ 0 $ 0 $ 0 $ 0
Ralph F. Cox 989 35 1,004 137,700
Phyllis Burke Davis 966 34 981 134,700
Richard J. Flynn*** 318 11 333 168,000
Edward C. Johnson 0 0 0 0
3d**
E. Bradley Jones 974 34 989 134,700
Donald J. Kirk 982 34 998 136,200
Peter S. Lynch** 0 0 0 0
William O. McCoy**** 283 8 242 136,200
Gerald C. 1,183 41 1,200 136,200
McDonough
Edward H. Malone*** 268 10 280 136,200
Marvin L. Mann 989 35 1,004 134,700
Thomas R. Williams 990 35 1,005 136,200
</TABLE>
+ Estimated
* Information is for the calendar year ended December 31, 1996 for 235
funds in the complex.
** Interested Trustees of the funds are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
**** During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board of the trust.
(double dagger) J. Gary Burkhead serves on the Board of Trustees through
August 1, 1997 and, effective August 1, 1997, will serve as a Member of the
Advisory Board of the trust.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B Compensation figures include cash, and may include amounts required to be
deferred, a pro rata portion of benefits accrued under the retirement
program for the period ended December 30, 1996 and required to be deferred,
and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $ 380 ,
Phyllis Burke Davis, $ 380 , Richard J. Flynn, $ 0 , E. Bradley
Jones, $ 380 , Donald J. Kirk, $ 380 , Gerald C. McDonough,
$ 437 , Edward H. Malone, $ 268 , Marvin L. Mann, $ 380 ,
and Thomas R. Williams, $ 380 .
D The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $ 1 ,
Phyllis Burke Davis, $ 1 , Richard J. Flynn, $ 0 , E. Bradley
Jones, $ 1 , Donald J. Kirk, $ 1 , Gerald C. McDonough,
$ 1 , Edward H. Malone, $ 1 , Marvin L. Mann, $ 1 , and
Thomas R. Williams, $ 1 .
E The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $ 30 ,
Phyllis Burke Davis, $ 30 , Richard J. Flynn, $ 0 , E. Bradley
Jones, $ 30 , Donald J. Kirk, $ 30 , Gerald C. McDonough,
$ 30 , Edward H. Malone, $ 30 , Marvin L. Mann, $ 30 , and
Thomas R. Williams, $ 30 .
F For the fiscal year ended August 31, 1996, certain of the non-interested
Trustees' aggregate compensation from the fund includes accrued voluntary
deferred compensation as follows: Fidelity Daily Income Trust: Edward H.
Malone, $238 and Thomas R. Williams, $284.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
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 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.
The funds may invest in the Reference Funds under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each then-existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting and are treated as though
equivalent dollar amounts had been invested in shares of the Reference
Funds. The amounts ultimately received by the Trustees in connection with
the credits to their Plan accounts will be directly linked to the
investment performance of the Reference Funds . The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Coopers & Lybrand
L.L.P has been selected as independent accountants for the trust to sign or
certify any financial statements of the trust 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 the trust, 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. Coopers & Lybrand L.L.P. has
advised the trust that it has no direct or material indirect ownership
interest in the trust.
The independent accountants examine annual financial statements for the
funds and provide other audit and tax-related services. In recommending the
selection of the trust'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 Coopers & Lybrand L.L.P. 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 AMEND THE TRUST INSTRUMENT TO PROVIDE DOLLAR-BASED VOTING RIGHTS FOR
SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve a proposal to amend Article VII, Section 7.01 of the
Trust Instrument. The amendment would provide voting rights based on a
shareholder's total dollar interest in a fund (dollar-based voting), rather
than on the number of shares owned, for all shareholder votes for a fund.
As a result, voting power would be allocated in proportion to the value of
each shareholder's investment.
BACKGROUND. Fidelity Daily Income Trust, Spartan Arizona Municipal Money
Market Fund, and Spartan Municipal Money Fund are funds of Fidelity Union
Street Trust II, an open-end management investment company organized as a
Delaware business trust. Currently there are three funds in the trust.
Shareholders of each fund vote separately on matters concerning only that
fund and vote on a trust-wide basis on matters that effect the trust as a
whole, such as electing trustees or amending the Trust Instrument.
Currently, under the Trust Instrument, each share is entitled to one vote,
regardless of the relative value of the shares of each fund in the trust.
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. In
the case where a trust has several series or funds, such as Fidelity Union
Street Trust II, voting rights may have become disproportionate since the
net asset value per share (NAV) of the separate funds generally diverge
over time. The Staff of the SEC has issued a "no-action" letter permitting
a trust to seek shareholder approval of a dollar-based voting system. The
proposed amendment will comply with the conditions stated in the no-action
letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights for certain 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.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. Currently, since there are only money
market funds in the trust, the proposal will not affect the voting rights
of fund shareholders on votes requiring trust-wide participation since
money market funds are managed to maintain a $1.00 NAV. However, if
additional funds with fluctuating NAVs are added to the trust, relative
voting rights would be changed under the proposal. To illustrate the
potentially disproportionate calculation of voting power currently in
place, the table below shows a hypothetical example of a trust with funds
with fluctuating NAVs.
Fund Net Asset Value $1,000
investment in
terms of
number of
shares
A $ 10.00 100.000
B $ 7.57 132.100
C $ 10.93 91.491
D $ 1.00 1,000.000
For example, Fund D shareholders would have ten times the voting power of
Fund A shareholders, because a $1,000 investment in Fund D would buy ten
times as many shares as a $1,000 investment in Fund A. Accordingly, a
one-share, one-vote system may provide certain shareholders with a
disproportionate ability to affect the vote relative to shareholders of
other funds in the trust. If dollar-based voting had been in effect, each
shareholder would have had 1,000 voting shares. Their voting power would be
proportionate to their economic interest, which FMR believes is a more
equitable result, and which is the result with respect to a typical
corporation where each voting share generally has an equal market price.
AMENDMENT TO THE TRUST INSTRUMENT. Article VII, Section 7.01 sets forth
the method of calculating voting rights for all shareholder votes for the
trust. If approved, Article VII, Section 7.01 will be amended as follows
(material to be added is ((underlined)) and material to be deleted is
[bracketed]):
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 7.01. The shareholders shall have power to vote... 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 ((one or)) 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 shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] ((A Shareholder of each
Series shall be entitled to one vote for each dollar of net asset value
(number of shares owned times net asset value per share) of such Series, on
any matter on which such Shareholder is entitled to vote and each
fractional dollar amount shall be entitled to a proportionate fractional
vote.)) There shall be no cumulative voting in the election of Trustees.
Shares may be voted in person or by proxy, or in any manner provided for in
the Bylaws. A proxy may be given in writing. The Bylaws may provide that
proxies may also, or may instead, be given by any electronic or
telecommunications device or in any other manner. Notwithstanding anything
else herein or in the Bylaws, in the event a proposal by anyone other than
the officers or Trustees of the Trust is submitted to a vote of the
Shareholders of one or more Series or of the Trust, or in the event of any
proxy contest or proxy solicitation or proposal in opposition to any
proposal by the officers or Trustees of the Trust, Shares may be voted only
in person or by written proxy. Until Shares are issued, the Trustees may
exercise all rights of Shareholders and may take any action required or
permitted by law, this Trust Instrument or any [of the] Bylaws of the Trust
to be taken by Shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. The amendment will become effective upon shareholder
approval. If the proposal is not approved by the shareholders of the trust,
the Trust Instrument will remain unchanged.
4. TO AMEND FIDELITY DAILY INCOME TRUST'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING DIVERSIFICATION.
Fidelity Daily Income Trust's current fundamental investment limitation
concerning diversification is as follows:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed as to principal and interest by the United
States government, or its agencies or instrumentalities), if, as a result,
(a) more than 5% of its total assets would be invested in the securities of
such issuer, provided, however, that with respect to 25% of its total
assets, 10% of its assets may be invested in the securities of any single
issuer, or (b) with respect to 75% of its total assets, the fund would own
more than 10% of the voting securities of such issuer."
The Trustees recommend that shareholders of Fidelity Daily Income Trust
vote to replace the fund's current fundamental investment limitation with
the following amended fundamental investment limitation governing
diversification:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more than 5%
of the fund's total assets would be invested in the securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The percentage limits in the proposed fundamental investment limitation
concerning diversification are the percentage limitations imposed by the
1940 Act for diversified investment companies. The amended fundamental
diversification limitation differs from the current limitation in two ways.
First, the amended limitation allows the fund to invest up to 25% of its
assets in a single issuer rather than the 10% currently permitted. However,
SEC regulations applicable to money market funds limit investment in the
securities of a single issuer (other than U.S. Government securities) to no
more than 5% of a fund's total assets except that a fund may invest up to
25% of its total assets in the securities of a single issuer for up to
three business days. Second, the amended limitation excludes investment
companies from the restrictions entirely thereby allowing the fund to
invest without limit in securities of other investment companies. Pursuant
to an order of exemption granted by the SEC, Fidelity Daily Income Trust
may invest up to 25% of total assets in non-publicly offered money market
funds (the Central Funds) managed by FMR or an affiliate of FMR. The
Central Funds do not currently pay investment advisory, management, or
transfer agent fees, but do pay minimal fees for services such as
custodian, auditor, and Independent Trustee fees. Although taxable money
market funds such as Fidelity Daily Income Trust expect to continue to
invest in money market securities directly rather than through the Central
Funds, FMR believes that the fund will benefit by having the Central Funds
available as an investment alternative on a contingency basis without
having to incur the cost of a shareholder meeting.
If the new fundamental investment limitation is adopted as proposed, the
Board of Trustees intends to adopt the following non-fundamental
diversification limitation for the fund;
"The fund does not currently intend to purchase a security (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in securities of a single issuer; provided that
the fund may invest up to 25% of its total assets in the first tier
securities of a single issuer for up to three business days. (This limit
does not apply to securities of other open-end investment companies managed
by FMR or a successor or affiliate purchased pursuant to an exemptive order
granted by the SEC.)"
The non-fundamental investment limitation reflects the limitations imposed
by regulations applicable to taxable money market funds and the SEC
exemptive order discussed above. Fidelity Daily Income Trust intends to
interpret the fundamental and non-fundamental investment limitations in
accordance with SEC regulations applicable to money market funds.
If this proposal is approved, the amended fundamental diversification
limitation cannot be changed without approval of shareholders and the
non-fundamental limitation cannot be changed without the approval of the
Board of Trustees.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit Fidelity Daily Income Trust and its shareholders.
The Trustees recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the
changes. If the proposal is not approved by the shareholders of Fidelity
Daily Income Trust, the fund's current fundamental diversification
limitation will remain unchanged.
5. TO AMEND SPARTAN MUNICIPAL MONEY FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION TO EXCLUDE SECURITIES
OF OTHER INVESTMENT COMPANIES FROM THE LIMITATION .
The Trustees recommend that the shareholders of Spartan Municipal Money
Fund vote to amend the fund's current fundamental investment limitation by
adding the underlined text below to the fund's fundamental investment
limitation:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities, ((or
securities of other investment companies))) if, as a result, (a) more than
5% of the fund's total assets would be invested in the securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The percentage limits in the proposed fundamental limitation concerning
diversification are the percentage limitations imposed by the 1940 Act for
diversified investment companies. The amended fundamental diversification
limitation makes one change from the current limitation; it would permit
the fund to invest without limit in the securities of other investment
companies. Pursuant to an order of exemption granted by the SEC, the fund
may invest up to 25% of total assets in non-publicly offered money market
funds (the Central Funds) managed by FMR or an affiliate of FMR. The
Central Funds do not currently pay investment advisory, management, or
transfer agent fees, but do pay minimal fees for services, such as
custodian, auditor, and Independent Trustee fees. If the proposal is
approved the fund may increase its investment in the Central Funds in
addition to investing directly in money market securities. FMR believes
that the fund will benefit by having the Central Funds available as an
investment alternative without having to incur the cost of a shareholder
meeting.
The SEC has proposed amendments to the regulations applicable to national
tax-exempt money market funds that may limit investment in the securities
of a single issuer (other than U.S. Government securities) to no more than
5% of a fund's total assets except that a fund may invest up to 25% of its
total assets in the securities of a single issuer for up to three business
days. If the proposed amendment is adopted, FMR will comply with the
amendment. Pursuant to the order of exemption referred to above, the fund
may continue to invest for cash management purposes up to 25% of total
assets in the Central Funds managed by FMR or an affiliate of FMR.
Spartan Municipal Money Fund intends to interpret the fundamental
limitation in accordance with SEC regulations applicable to money market
funds.
If the proposal is approved, the amended fundamental diversification
limitation cannot be changed without the approval of shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit Spartan Municipal Money Fund and its shareholders.
The Trustees recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is re vis ed to reflect the changes.
If the proposal is not approved by the shareholders of Spartan Municipal
Money Fund, that fund's current fundamental diversification limitation will
remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
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;
Robert C. Pozen, President; and Peter S. Lynch, Vice
Chairman . With the exception of Robert C . Pozen, who is proposed
for election as a Trustee, each of the Directors is also a Trustee of the
trust. Messrs. Johnson 3d, J. Gary Burkhead, John H. Costello, Arthur S.
Loring, Robert C. Pozen (effective August 1, 1997), Thomas D. Maher,
Richard A. Silver, Leonard M. Rush, and Burnell R. Stehman,
and Ms. Deborah F. Watson and Ms. Sarah H. Zenoble are
currently officers of the trust and officers or employees of FMR or FMR
Corp. With the exception of Mr. Costello, Mr. Maher, and Mr. Silver,
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'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 September 1, 1995 through May 30, 1997, 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.
ACTIVITIES AND MANAGEMENT OF FMR TEXAS
FMR Texas is a wholly owned subsidiary of FMR formed in 1989 to provide
portfolio management services to Fidelity's money market funds and
investment advice with respect to money market instruments.
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman, and
Robert C. Pozen, President. Mr. Johnson 3d also is President and a Trustee
of the trust and of othe r funds advised by FMR; Chairman, Chief
Executive Officer, President, and a Director of FMR Corp.; Chairman of the
Board and of the Executive Committee of FMR; a Director of FMR; and
Chairman and Director of Fidelity Management & Research (U.K.) Inc. and
Fidelity Management & Research (Far East) Inc. In addition, Mr. Pozen is
Senior Vice President (effective August 1, 1997) and is proposed for
election as a Trustee of the trust; Director of FMR; and President and
Director of FMR U.K. and FMR Far East. Mr Pozen has been appointed as a
Trustee of certain other funds advised by FMR, effective August 1, 1997.
Each of the Directors is a stockholder of FMR Corp. The principal
business address of the Directors is 82 Devonshire Street, Boston,
Massachusetts 02109.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the fund's
management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable, and
comparable to commissions charged by non-affiliated, qualified brokerage
firms for similar services.
During the fiscal year ended August 31, 1996, the funds paid no
brokerage commissions to affiliated brokers.
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, Massachusetts 02102, 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.
DSS-pxs-0797 CUSIP#316448109/FUND#031 CUSIP#316093103(NFSC)
CUSIP#316450105/FUND#433 CUSIP#316448406/FUND#460
FORM OF
Vote this proxy card TODAY! Your prompt response will
save your fund
the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS(registered trademark)
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST II: FIDELITY DAILY INCOME TRUST
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust II: Fidelity Daily Income Trust, which the
undersigned is entitled to vote at the Special Meeting of Shareholders of
the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on September 17, 1997 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, adminis-
trat or, trustee, attorney, guardian, etc., please so indicate.
Corporate
and partnership proxies should be signed by an authorized person
indicating the person's title.
Date: ___, 1997
________________________________________
________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448109/fund# 031
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 12 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, below). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and 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>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Trust Instrument to provide voting rights FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
based on a shareholder's total dollar investment in the
fund, rather than on the number of shares owned.
4. To amend the fundamental diversification limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
for Fidelity Daily Income Trust.
</TABLE>
FDI-PXC-797 cusip # 316448109/fund# 031
FORM OF
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(registered trademark)
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST II: SPARTAN(registered trademark) MUNICIPAL
MONEY FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust II: Spartan Municipal Money Fund, which the
undersigned is entitled to vote at the Special Meeting of Shareholders of
the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on September 17, 1997 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, adminis-
trat or, trustee, attorney, guardian, etc., please so indicate.
Corporate
and partnership proxies should be signed by an authorized person
indicating the person's title.
Date: ___, 1997
________________________________________
________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448406/fund# 460
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 12 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, below). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and 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>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Trust Instrument to provide voting rights FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
based on a shareholder's total dollar investment in the
fund, rather than on the number of shares owned.
5. To amend the fundamental diversification limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
for Spartan Municipal Money Fund to exclude
securities of other investment companies from the
limitation .
</TABLE>
SMM-PXC-0797 cusip # 316448406/fund# 460
FORM OF
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(registered trademark)
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST II: SPARTAN(registered trademark) ARIZONA
MUNICIPAL MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust II: Spartan Arizona Municipal Money Market
Fund, which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on September 17, 1997 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, adminis-
trat or, trustee, attorney, guardian, etc., please so indicate.
Corporate
and partnership proxies should be signed by an authorized person
indicating the person's title.
Date: ___, 1997
________________________________________
________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316450105/fund# 433
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 12 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, below). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and 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>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Trust Instrument to provide voting rights FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
based on a shareholder's total dollar investment in the
fund, rather than on the number of shares owned.
</TABLE>
SPZ-PXC-0797 cusip # 316450105/fund# 433
FORM OF
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(registered trademark)
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST II:
FIDELITY DAILY INCOME TRUST
SPARTAN(registered trademark) ARIZONA MUNICIPAL MONEY MARKET FUND
SPARTAN MUNICIPAL MONEY FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust II: Fidelity Daily Income Trust, Spartan
Arizona Municipal Money Market Fund, and Spartan Municipal Money Fund,
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on September 17, 1997 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, adminis-
trator, trustee, attorney, guardian, etc., please so indicate. Corporate
and partnership proxies should be signed by an authorized person
indicating the person's title.
Date: ___, 1997
________________________________________
________________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316448109/fund# 031
cusip # 316450105/fund# 433
cusip # 316448406/fund# 460
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 12 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, below). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and 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>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Trust Instrument to provide voting rights FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
based on a shareholder's total dollar investment in the
fund, rather than on the number of shares owned.
4. To amend the fundamental diversification limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
for Fidelity Daily Income Trust.
5. To amend the fundamental diversification limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
for Spartan Municipal Money Fund to exclude
securities of other investment companies from the
limitation.
</TABLE>
FUSTII-PXC-797 cusip # 316448109/fund# 031
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
FIDELITY DAILY INCOME TRUST
SPARTAN ARIZONA MUNICIPAL MONEY MARKET FUND
SPARTAN MUNICIPAL MONEY FUND
Dear Shareholder:
I am writing to let you know that a special meeting of Fidelity Daily
Income Trust, Spartan Arizona Municipal Money Market Fund, and Spartan
Municipal Money Fund shareholders will be held in September 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
these matters. 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.
PLEASE VOTE 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 to assist you in understanding the proposals. Each of
these proposals is described in greater detail in the enclosed Proxy
Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the proxy card enclosed in
this package. Be sure to sign the card before mailing it in the
postage-paid envelope.
If you have any questions before you vote, please call us 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 for your fund.
Sincerely,
Edward C. Johnson 3d
President
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 on. Your vote is important.
If you have any questions regarding the proposals, please call us at
1-800-544-8888. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
PROPOSAL 1. TO ELECT A BOARD OF TRUSTEES.
Proposal 1 is to elect Trustees to the Board which is responsible for
protecting the interests of shareholders. The Trustees review fund
performance, oversee a fund's activities, and review contractual
arrangements with companies that provide services to a fund.
PROPOSAL 2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT ACCOUNTANTS OF THE TRUST.
Proposal 2 is to ratify the Board of Trustees' selection of Coopers &
Lybrand L.L.P. as independent accountants.
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 trust that are required by law to
be independently certified and filed with the SEC.
PROPOSAL 3. TO AMEND THE TRUST INSTRUMENT TO PROVIDE DOLLAR-BASED VOTING
RIGHTS FOR SHAREHOLDERS OF THE TRUST.
Proposal 3 would provide voting rights based on a shareholder's total
dollar interest (dollar-based voting) in a fund. Current voting rights are
one-share, one-vote. Dollar-based voting rights provide a more equitable
system than the one-share, one-vote system.
FIDELITY DAILY INCOME TRUST ONLY
PROPOSAL 4. TO AMEND FIDELITY DAILY INCOME TRUST'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION.
The proposed fundamental investment limitation concerning diversification
is the limitation imposed by the Investment Company Act of 1940 for
diversified investment companies.
The amended limitation differs from the current limitation in two ways.
First, the amended limitation allows the fund to invest up to 25% of its
assets in a single issuer rather than the 10% currently permitted.
However, for money market funds, SEC regulations limit investment in the
securities of a single issuer (other than U.S. Government securities) to no
more than 5% of a fund's total assets. One exception is that a fund may
invest up to 25% of its total assets in the securities of a single issuer
for up to three business days.
Second, the amended limitation would permit the fund to invest without
limit in the securities of other investment companies. As a result of an
order of exemption granted by the SEC, the fund may currently invest up to
25% of its total assets in non-publicly offered money market funds (the
Central Funds), managed by FMR or an affiliate of FMR. Although Fidelity
Daily Income Trust expects to continue to invest in money market securities
directly rather than through the Central Funds, FMR believes that the fund
will benefit by having the Central Funds available as an investment
alternative on a contingency basis.
SPARTAN MUNICIPAL MONEY FUND ONLY
PROPOSAL 5. TO AMEND SPARTAN MUNICIPAL MONEY FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION TO EXCLUDE SECURITIES OF OTHER
INVESTMENT COMPANIES FROM THE LIMITATION.
Proposal 5 would permit the fund to invest without limit in the securities
of other investment companies. As a result of an order of exemption granted
by the SEC, the fund may currently invest up to 25% of its total assets in
non-publicly offered money market funds (the Central Funds), managed by FMR
or an affiliate of FMR.
If the proposal is approved, the fund may increase its investment in the
Central Funds in addition to investing directly in money market securities.
FMR believes that the fund will benefit by having the Central Funds
available as an investment alternative.
THE PROXY SAYS THAT THE FUNDS' BOARD OF TRUSTEES HAS APPROVED THESE
CHANGES. WHAT ROLE DOES THE BOARD PLAY?
The Trustees continue to oversee the investment policies of the funds.
Members of the Board are fiduciaries and have an obligation to serve the
best interests of each funds' shareholders, including approving policy
changes such as those proposed for these funds.
WHAT IS THE CHANGE IN VOTING RIGHTS BEING PROPOSED?
The proposed change would provide a more equitable distribution of voting
rights for certain votes rather than the one-share, one-vote system
currently in effect. The voting power of each shareholder would be
measured by the value of the shareholder's dollar investment rather than by
the number of shares held.
These funds are part of a trust and some votes are conducted on a
trust-wide basis. While this proposal does not currently affect money
market funds, it would affect your fund if additional funds were added to
the trust in the future. If there were other funds in the trust with
fluctuating net asset values per share (NAVs), there would be
disproportionate voting rights since the NAV of each fund will generally
diverge over time.
Here is an example of why this change is being recommended. Investor A
makes a $1,000 investment in a money market fund with a $1.00 share price
and receives 1,000 shares. Investor B makes a $1,000 investment in another
fund with a $10.00 share price and receives only 100 shares. Under the
current system, Investor A would have a much greater vote than Investor B.
The proposed change would give both investors the same voting rights since
they both made a $1,000 investment.
WHAT ARE THE "CENTRAL FUNDS"?
The Central Funds are non-publicly offered money market funds managed by
FMR or an affiliate of FMR. The primary benefit resulting from the Central
Funds is enhanced efficiency of cash management by providing increased
short-term investment opportunities.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each share you own of a
fund on the record date. The record date is July 21, 1997.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview to encourage you to vote. Therefore, to avoid additional
mailings, telephone calls or other solicitations, we ask shareholders to
vote as soon as they review the enclosed proxy materials.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need
assistance, or have any questions regarding the proposals, please call us
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."
