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: | ||||
[ ] | 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 under Rule 14a-12 | |||
The North Carolina Capital Management Trust | ||||
(Name of Registrant as Specified In Its Charter) | ||||
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: | |||
CASH PORTFOLIO
TERM PORTFOLIO
FUNDS OF
THE NORTH CAROLINA CAPITAL MANAGEMENT TRUST
82 Devonshire Street, Boston, Massachusetts 02109
1-800-222-3232
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 Cash Portfolio and Term Portfolio (the funds) of The North Carolina Capital Management Trust (the trust), will be held at the Park Hotel, 2200 Rexford Road, Charlotte, North Carolina 28211, on October 28, 2005, at 10:00 a.m. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposal, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
The Board of Trustees has fixed the close of business on August 29, 2005 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
August 29, 2005
Your vote is important - please vote your shares promptly.
Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions found below or 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 responding 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 | |
C. | 1) | Anthony B. Craft, Cust. | Anthony B. Craft |
f/b/o Anthony B. Craft, Jr. | |||
UGMA |
INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE
OR THROUGH THE INTERNET
1. Read the proxy statement, and have your proxy card handy.
2. Call the toll-free number or visit the web site indicated on your proxy card.
3. Enter the number found in the shaded box on the front of your proxy card.
4. Follow the recorded or on-line instructions to cast your vote.
SPECIAL MEETING OF SHAREHOLDERS OF
THE NORTH CAROLINA MANAGEMENT TRUST:
CASH PORTFOLIO
TERM PORTFOLIO
TO BE HELD ON OCTOBER 28, 2005
This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of The North Carolina Management Trust (the trust) to be used at the Special Meeting of Shareholders of Cash Portfolio and Term Portfolio(the funds) and at any adjournments thereof (the Meeting), to be held on October 28, 2005 at 10:00 a.m. ET at the Park Hotel, 2200 Rexford Road, Charlotte, North Carolina 28211.
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 on or about August 29, 2005. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of thetrust.Please see the "Supplementary Solicitations" section beginning on page<Click Here> for more information.
The principal business address of Fidelity Management & Research Company (FMR), each fund's investment adviser, is One Federal Street, Boston, Massachusetts 02110. The principal business address of Capital Management of the Carolinas, L.L.C. (CMC), each fund's principal underwriter and distribution agent, is 1520 South Boulevard, Suite 230, Charlotte, North Carolina 28203. The principal business address of Fidelity Investments Money Management, Inc. (FIMM), sub-adviser to the funds, is One Spartan Way, Merrimack, New Hampshire 03054.
If the enclosed proxy is executed and returned,or an internet or telephonic vote is delivered, that vote 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, by the trust's receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.
<R>All proxies 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 properly executed proxy, it will be voted FOR the matters specified on the proxy. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)</R>
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 issued and outstanding as of June 30, 2005 are indicated in the following table:
Number of | |
<R>Cash Portfolio</R> | <R> 3,695,716,362</R> |
<R>Term Portfolio</R> | <R> 6,664,458</R> |
<R>To the knowledge of the trust, substantial (5% or more) beneficial ownership of the funds on June 30, 2005 was as follows:</R>
<R>Cash Portfolio</R> | <R>City of Charlotte</R> | <R>Charlotte, NC</R> | <R>5.30%</R> |
<R>Term Portfolio</R> | <R>Lenoir Memorial Hospital</R> | <R>Kinston, NC</R> | <R>12.30%</R> |
<R>City of Charlotte</R> | <R>Charlotte, NC</R> | <R>12.10%</R> | |
<R>City of Burlington</R> | <R>Burlington, NC</R> | <R>11.80%</R> | |
<R>Northern Hospital of Surry County </R> | <R>Mount Airy, NC</R> | <R>11.00%</R> | |
<R>Gaston-Lincoln-Cleveland Area Mental Health</R> | <R>Gastonia, NC</R> | <R>9.40%</R> | |
<R>Wake County</R> | <R>Raleigh, NC</R> | <R>6.10%</R> | |
<R>Town of Apex</R> | <R>Apex, NC</R> | <R>5.80%</R> |
<R>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.</R>
FMR has advised the trust that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.
Shareholders of record at the close of business on August 29, 2005 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each share held on that date.
Only one copy of this Proxy Statement may be mailed, even if you have more than one account in a fund. If you need additional copies of this Proxy Statement, please contact CMC at 1-800-222-3232. If you do not want the mailing of this Proxy Statement to be combined, please contact CMC at 1-800-222-3232.
For a free copy of each fund's annual report for the fiscal year ended June 30, 2005, call 1-800-222-3232 or write to The North Carolina Capital Management Trust c/o Capital Management of the Carolinas, L.L.C., 1520 South Boulevard, Suite 230, Charlotte, NC 28203.
<R>VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a plurality of the shares of the entire trust voted in person or by proxy at the Meeting. With respect to the Proposal, votes to ABSTAIN and broker non-votes, if applicable, will have the same effect as votes cast AGAINST the proposal.</R>
1. TO ELECT A BOARD OF TRUSTEES.
<R>The purpose of this proposal is to elect a Board of Trustees of the trust. Pursuant to the provisions of the trust, the Trustees have determined that the number of Trustees shall be fixed at four. It is intended that the enclosed proxy will be voted for the nominees listed below unless such authority has been withheld in the proxy. A nominee shall be elected immediately upon shareholder approval, unless he or she is proposed to begin service at a later date. </R>
All nominees named below are currently Trustees of the trust and have served in that capacity continuously since originally elected or appointed.Boyce I. Greer and Thomas P. Hollowell were appointed to the Board onJanuary 7, 2003, and February 13, 2003, respectively.Except for William M. McCoy, each Trustee are currently Trustees of one registered investment company advised by FMR. Mr. McCoy is currently a Trustee of 58 registered investment companies advised by FMR.
In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.
Interested Nominees*:
<R>Correspondence intended for each nominee who is an interested person (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. </R>
Name, Age; Principal Occupation | |
Boyce I. Greer (49) | |
Year of Election or Appointment: 2003 President of Cash Portfolio and Term Portfolio. Mr. Greer also serves as Vice President of a number of Fidelity funds (2005-present) and as a member of the FMR senior management team (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005), Executive Vice President (2000-2002) and Money Market Group Leader (1997-2002) of the Fidelity Investments Fixed Income Division, Vice President of Fidelity's Money Market Funds (1997-2002), Senior Vice President of FMR (1997-2002), and Vice President of FIMM (1998-2002). | |
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust, CMC, or various entities under common control with FMR.
Independent Nominees:
<R>Correspondence intended for each Independent Nominee (that is, the nominees that are not interested persons) may be sent to Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.</R>
Name, Age; Principal Occupation | |
Thomas P. Hollowell (61) | |
Year of Election or Appointment: 2003 Prior to his retirement in December 1998, Mr. Hollowell served as Managing Director of Bowles Hollowell Conner & Co. (investment banking). Currently, he is Chairman (2003-present) of the Endowment Association of the College of William and Mary, a member of the Board of Faison Enterprises Inc. (real estate development, 2000-present), and Managing Director of Fidus Partners (investment banking, 2004-present). | |
James Grubbs Martin (69) | |
Year of Election or Appointment: 2000 Vice President (1993-present) of Carolinas Medical Center. Prior to 1993, Dr. Martin served two terms as Governor of North Carolina and six terms as U.S. Congressman for the 9th District. Currently, he is Chairman of the Global TransPark Foundation, Inc., a trustee of Davidson College, and Director of the North Carolina Biotechnology Center. Dr. Martin also serves as a director on the boards of Duke Energy Co. (electricity, natural gas, engineering), J.A. Jones (private construction), Reprogenesis (biotechnology), Family Dollar Stores (discount retailer), Palomar Medical Technologies, Inc. (laser technology), and non-executive Chairman of the Board of aaiPharma, Inc. (pharmaceutical product development). | |
William O. McCoy (71) | |
Year of Election or Appointment: 2001 Chair of the Board (2005-present). Mr. McCoy also serves as an Independent Trustee overseeing 321 other investment companies advised by FMR. Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system). | |
<R>The Trustees and officers of the fund are not eligible investors in the funds. As of June 30, 2005, therefore, the Trustees and officers of the funds did not own any of the outstanding shares of the funds.</R>
<R>The Trustees 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) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each Trustee who is not an interested person (Independent Trustee), appointed after December 13, 1999 shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs, and each Independent Trustee appointed prior to December 13, 1999 shall retire not later than the last day of the calendar year in which his or her 77th birthday occurs. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>
The trust's Board, which is currently composed of two Interested and three Independent Trustees, met fourtimes during the fiscal year ended June 30, 2005. It is expected that the Trustees will meet at least four times a year at regularly scheduled meetings. For additional information on the committees of the funds' Trustees, refer to the section entitled "Standing Committees of the Funds' Trustees" beginning on page<Click Here>.
The following table sets forth information describing the dollar range of equity securities beneficially owned by each nominee in each fund and in all funds in the aggregate within the same fund family overseen by the nominee as of June 30, 2005.
Interested Trustees | |||
DOLLAR RANGE OF | Boyce I. | ||
Cash Portfolio | none | ||
Term Portfolio | none | ||
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | none | ||
Independent Trustees | |||
DOLLAR RANGE OF | Thomas P. | James Grubbs | William O. |
Cash Portfolio | none | none | none |
Term Portfolio | none | none | none |
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | none | none | none |
The following table sets forth information describing the compensation of each Trustee for his or her services for the fiscal year ended June 30, 2005, or calendar year ended December 31, 2004, as applicable.
Compensation Table* | |||
Trustees | Aggregate | Aggregate | Total |
<R>John David Foust+</R> | <R>$ 20,670</R> | <R>$ 330</R> | <R>$ 39,000</R> |
<R>Thomas P. Hollowell</R> | <R>$ 46,301</R> | <R>$ 699</R> | <R>$ 45,500</R> |
<R>James Grubbs Martin</R> | <R>$ 39,900</R> | <R>$ 600</R> | <R>$ 39,000</R> |
<R>William O. McCoy</R> | <R>$ 45,320</R> | <R>$ 680</R> | <R>$ 385,750D</R> |
<R>Helen A. Powers+</R> | <R>$ 26,082</R> | <R>$ 418</R> | <R>$ 48,500</R> |
<R>* Boyce I. Greer, who is an interested person of the trust, does not receive any compensation from Cash Portfolio or Term Portfolio or other investment companies in the Fund Complex (that is, the group of funds for which FMR or any of its affiliates serves as investment adviser) for his services as a Trustee. Mr. Greer is compensated by FMR.</R>
+ Mr. Foust and Ms. Powers served as Members of the Board of Trustees through October 28, 2004.
<R>A For the fiscal year ended June 30, 2005, certain of the Independent Trustees' aggregate compensation from Cash Portfolio includes accrued deferred compensation as follows: William O. McCoy, $45,312. The Trustees do not receive any pension or retirement benefits from the fund as compensation for their services as Trustees.</R>
<R>B For the fiscal year ended June 30, 2005, certain of the Independent Trustees' aggregate compensation from Term Portfolio includes accrued deferred compensation as follows: William O. McCoy, $688. The Trustees do not receive any pension or retirement benefits from the fund as compensation for their services as Trustees.</R>
C Information is for the calendar year ended December 31, 2004 for 303 funds of 58 trusts in the Fund Complex.
<R>D Compensation includes cash, amounts required to be deferred, and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the Fund Complex (Other Open-End Funds) in September 1995 and amended in November 1996 and January 2000. Pursuant to the deferred compensation plan, Mr. McCoy, as an Independent Trustee, must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, his annual fee. Amounts deferred under the deferred compensation 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 Mr. McCoy under the deferred compensation plan will be directly linked to the investment performance of the Reference Funds. For the calendar year ended December 31, 2004, Mr. McCoy accrued required deferred compensation from the Other Open-End Funds totaling $132,875 and voluntarily elected to defer $51,358.45.</R>
The Independent Trustees may elect to defer receipt of all or a portion of their annual fees in accordance with the terms of a Deferred Compensation Plan (the Plan). Interest is accrued on amounts deferred under the Plan. A fund's obligation to make payments of amounts accrued under the Plan is a general unsecured obligation of the fund payable solely from the fund's general assets and property. Deferral of non-interested Trustees' fees in accordance with the Plan will not obligate any fund to retain the services of any Independent Trustee or to pay any particular level of compensation to any Independent. The Plan is administered under the direction of, and may be interpreted, amended or supplemented by, the Independent Trustees acting by majority vote (excluding any Independent Trustee whose benefit is the subject of such vote).
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.
EXECUTIVE OFFICERS OF THE FUNDS
<R>The executive officers of the funds include: Abigail P. Johnson, Dwight D. Churchill, Robert A. Litterst, Eric D. Roiter, John R. Hebble, Charles V. Senatore, Robert G. Byrnes, John H. Costello, Mark Osterheld, and David A. Forman.</R>
The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation | |
Abigail P. Johnson (43) | |
Year of Election or Appointment: 2001 Senior Vice President of Cash Portfolio and Term Portfolio. Ms. Johnson also serves as Senior Vice President of the Fidelity funds and as a Trustee of other investment companies advised by FMR (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds. | |
Dwight D. Churchill (51) | |
Year of Election or Appointment: 2000 Vice President of Cash Portfolio and Term Portfolio. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments. | |
Robert A. Litterst (45) | |
Year of Election or Appointment: 2003 Vice President of Cash Portfolio and Term Portfolio. Mr. Litterest also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Litterest managed a variety of Fidelity funds. | |
Eric D. Roiter (56) | |
Year of Election or Appointment: 1998 Secretary of Cash Portfolio and Term Portfolio. He also serves as Secretary of the Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005). | |
John R. Hebble (47) | |
Year of Election or Appointment: 2004 Chief Financial Officer, Treasurer, and Anti-Money Laundering (AML) officer of Cash Portfolio and Term Portfolio. Mr. Hebble also serves as Deputy Treasurer of the Fidelity funds (2003) and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003). | |
Charles V. Senatore (51) | |
Year of Election or Appointment: 2005 Chief Compliance Officer of Cash Portfolio and Term Portfolio. Mr. Senatore also serves as a Senior Vice President and Chief Compliance Officer for the Fidelity Risk Oversight Group (2003-present). Previously, he served as Co-Head of Global Compliance (2002-2003), Head of Private Client Compliance (2000-2002), and Head of the Regulatory Affairs Group (1999-2000) at Merrill Lynch. Mr. Senatore serves as a Member of the SIA Compliance and Legal Division Executive Committee (2004-present), a Member of the SIA Self-Regulation and Supervisory Practices Committee (2004-present), a Member of the New York Stock Exchange Compliance Advisory Committee (2000-2003; 2005-present), and a Member of the Securities Industry/Regulatory Council on Continuing Education (2004-present). He previously served as a Member (2001-2003) and Chair (2003) of the NASD's District 10 Business Committee in New York. | |
<R>Robert G. Byrnes (38)</R> | |
<R>Year of Election or Appointment: 2005</R> <R>Assistant Treasurer of Cash Portfolio and Term Portfolio. Mr. Byrnes also serves as Assistant Treasurer of the Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).</R> | |
John H. Costello (58) | |
Year of Election or Appointment: 1995 Assistant Treasurer of Cash Portfolio and Term Portfolio. Mr. Costello also serves as Assistant Treasurer of the Fidelity funds and is an employee of FMR. | |
Mark Osterheld (50) | |
Year of Election or Appointment: 2003 Assistant Treasurer of Cash Portfolio and Term Portfolio. Mr. Osterheld also serves as Assistant Treasurer of the Fidelity funds (2002) and is an employee of FMR. | |
<R>David A. Forman (40)</R> | |
<R>Year of Election or Appointment: 2005</R> <R>Assistant Secretary of Cash Portfolio and Term Portfolio and an employee of FMR.</R> | |
STANDING COMMITTEES OF THE FUNDS' TRUSTEES
Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The funds do not hold annual meetings and therefore do not have a policy with regard to Trustees' attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.
The Board of Trustees has established one committee, the Audit Committee (the committee), to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committee facilitates the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. The members of the committee are Independent Trustees.
<R>The Audit Committee is composed of Mr. Hollowell (Chair), Dr. Martin, and Mr. McCoy. The committee normally meets four times a year, or as required, in conjunction with meetings of the Board of Trustees. At least one committee member will be an "audit committee expert" as defined by the SEC. The committee meets separately, at least annually, with the trust's outside auditors. The committee has direct responsibility for the appointment, compensation and oversight of the work of any outside auditors employed by the trust. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the trust and the trust's service providers, (ii) the financial reporting process of the trust, (iii) the independence, objectivity, and qualification of the auditors to the trust, (iv) the annual independent audits of the trust's financial statements, and (v) the accounting policies and disclosures of the trust. It is responsible for approving, in advance, the provision by any outside auditor of any auditing services and any permitted non-audit services for the trust and the trust's affiliated service providers, approving all audit engagement fees and terms for the trust, resolving disagreements between the trust and any outside auditor regarding the trust's financial reporting, and has sole authority to hire or fire any auditor. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the trust and any service providers consistent with Independent Standards Board Standard No. 1 (ISB No. 1). The committee will also receive information on the qualifications of key personnel of the trust's outside auditors. It oversees and receives reports on the trusts service providers' internal controls and reviews the adequacy and effectiveness of the trust's service providers' accounting and financial controls, including: (i) any significant deficiencies in the design or operation of internal controls that could adversely affect the trust's ability to record, process, summarize, and report financial data; (ii) any material weakness in such internal controls; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the trust's internal controls. The committee reviews, at least annually, a report from the outside auditor describing any material issues raised by the most recent internal quality control or peer review of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm, and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the trust's financial reporting process, will discuss with management, the trust's Treasurer and outside auditors, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the trust, and will review with management, the trust's Treasurer and outside auditors the results of audits of the trust's financial statements. The committee will review periodically the trust's major internal controls exposures and the steps that have been taken to monitor and control such exposures. The committee will regularly review with the Board of Trustees issues with respect to the trust's investment compliance procedures, the code of ethics, and anti-money laundering compliance. During the fiscal year ended June 30, 2005,the committee held four meetings.</R>
The trust does not have a nominating or compensation committee; such matters are considered by the full Board of Trustees, including the Independent Trustees, or, when applicable, by only the Independent Trustees. The Board of Trustees will consider nominees for Trustees recommended by shareholders. Recommendations should be submitted to the Independent Trustees in care of the Secretary of the trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of PricewaterhouseCoopers LLP (PwC) has been selected as the independent registered public accounting firm for each fund. PwC, in accordance with ISB No.1, has confirmed to the trust's Audit Committee that it is the independent registered public accounting firm with respect to the funds.
The independent registered public accounting firm examines annual financial statements for the funds and provides other audit-related, non-audit, and tax-related services to the funds. Representatives of PwCare 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.
The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of Cash Portfolio and Term Portfolio. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a fund and any non-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") that relates directly to the operations and financial reporting of a fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a fund (Non-Covered Service) are not required to be pre-approved, but are reported to the Audit Committee quarterly.
All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.
The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the funds, taking into account representations from PwC, in accordance with ISB No.1, regarding its independence from the funds and their related entities.
According to PwC for the fiscal year ended June 30, 2005, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:
Fund | 2005 |
<R>Cash Portfolio</R> | <R>0%</R> |
<R>Term Portfolio</R> | <R>0%</R> |
Audit Fees. For each of the fiscal years ended June 30, 2005 and June 30, 2004,the aggregate Audit Fees billed by PwC for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund are shown in the table below.
Fund | 2005A | 2004A |
<R>Cash Portfolio</R> | <R>$ 59,000</R> | <R>$ 44,000</R> |
<R>Term Portfolio</R> | <R>$ 34,000</R> | <R>$ 41,000</R> |
AAggregate amounts may reflect rounding.
Audit-Related Fees. In each of the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.
<R>Fund</R> | <R>2005A</R> | <R>2004A</R> |
<R>Cash Portfolio</R> | <R>$ 0</R> | <R>$ 0</R> |
<R>Term Portfolio</R> | <R>$ 0</R> | <R>$ 0</R> |
A Aggregate amounts may reflect rounding.
In each of the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate Audit-Related Fees that were billed by PwC that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.
<R>Billed By</R> | <R>2005A</R> | <R>2004A</R> |
<R>PwC</R> | <R>$ 0</R> | <R>$ 50,000</R> |
AAggregate amounts may reflect rounding.
Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of each fund.
There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
Tax Fees. In each of the fiscal years ended June 30, 2005 and June 30, 2004,the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.
<R>Fund</R> | <R>2005A</R> | <R>2004A</R> |
<R>Cash Portfolio</R> | <R>$ 2,100</R> | <R>$ 1,900</R> |
<R>Term Portfolio</R> | <R>$ 3,200</R> | <R>$ 2,600</R> |
AAggregate amounts may reflect rounding.
In each of the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate Tax Fees billed by PwC that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.
<R>Billed By</R> | <R>2005A</R> | <R>2004A</R> |
<R>PwC</R> | <R>$ 0</R> | <R>$ 0</R> |
AAggregate amounts may reflect rounding.
Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
There were no amounts, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of each fund.
There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
All Other Fees. In each of the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.
<R>Fund</R> | <R>2005A</R> | <R>2004A</R> |
<R>Cash Portfolio</R> | <R>$ 8,500</R> | <R>$ 8,000</R> |
<R>Term Portfolio</R> | <R>$ 8,200</R> | <R>$ 8,000</R> |
AAggregate amounts may reflect rounding.
In each of the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate Other Fees billed by PwC that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.
<R>Billed By</R> | <R>2005A</R> | <R>2004A</R> |
<R>PwC</R> | <R>$ 280,000</R> | <R>$ 330,000</R> |
AAggregate amounts may reflect rounding.
Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.
There were no amounts, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of each fund.
There were no amounts, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended June 30, 2005 and June 30, 2004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
For the fiscal years ended June 30, 2005 and June 30, 2004, the aggregate fees billed by PwC of $3,800,000A and PwC of $1,800,000A, respectively, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services.
<R>Billed By</R> | <R>2005A</R> | <R>2005A</R> | <R>2004A</R> | <R>2004A</R> |
Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | |
PwC | $ 300,000 | $ 3,500,000 | $ 400,000 | $ 1,400,000 |
AAggregate amounts may reflect rounding.
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.
Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of thetrust. In addition, Management Information Services Corp. (MIS) and 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 $500 (Cash Portfolio) and $500 (Term Portfolio). 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 $500 (Cash Portfolio) and $500 (Term Portfolio). 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 and the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.The expenses incurred in connection with preparing this Proxy Statement and its enclosures and of all solicitations, including telephone voting, will be borne by FMR. FMR will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, by calling 1-800-222-3232 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.
NC-PXS-0805 | \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ | CUSIP #658191101 / FUND #47 |
1.750045.101 | CUSIP #658191200 / FUND #620 |
Form of Proxy Card: Cash Portfolio and Term Portfolio
Fidelity Investments®(logo) | Vote this proxy card TODAY! | |
Your prompt response will save the expense | ||
PO Box 145421 Cincinnati, Ohio 45250-5421 | of additional mailings. | |
Vote by Touch-Tone Phone, by Mail, or via the Internet!! | ||
CALL: | To vote by phone call toll-free1-888-221-0697 and follow the recorded instructions. | |
LOG-ON: | Vote on the internet at www.proxyweb.com/proxy and follow the on-screen instructions. | |
[Control # Prints Here] | MAIL: | Return the signed proxy card in the enclosed envelope. |
[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) William O. McCoy and David A. Forman, or any one or more of them, attorneys, with full power of substitution, to vote all shares of The North Carolina Capital Management 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 Park Hotel, 2200 Rexford Road, Charlotte, North Carolina 28211, on October 28, 2005 at 10:00 a.m. Eastern Time 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.
........................................................................... | ........................................................................... | (down arrow) | |
........................................................................... | ........................................................................... | PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET. | |
........................................................................... | ........................................................................... | Date _____________________ | |
........................................................................... | ........................................................................... | _____________________________________ _____________________________________ _____________________________________ Signature(s) (Title(s), if applicable)(Sign in the Box) 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 or partnership proxies should be signed by an authorized person indicating the person's title. | |
(down arrow) | ........................................................................... | (down arrow) | |
........................................................................... | ........................................................................... | NCCMT-SP | |
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
(down arrow) | ........................................................................... | (down arrow) | |
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. | ||||||
1. | To elect the nominees specified below as Trustees: | |||||
(01) Boyce I. Greer, (02) Thomas P. Hollowell, (03) James Grubb Martin, and (04) William O. McCoy | FOR all nominees listed (except as marked to the contrary at left) (_) | WITHHOLD authority to vote for all nominees (_) | ||||
___________________________________________________________ (Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.) | ||||||
PLEASE SIGN ON THE REVERSE SIDE. | ||||
(down arrow) | .NC-PXC-0805-SP | 047, 620 | (down arrow) | |
Important Proxy Materials
PLEASE CAST YOUR VOTE NOW!
The North Carolina Capital Management Trust:
Cash Portfolio
Term Portfolio
Dear Shareholder:
On October 28, 2005, The North Carolina Capital Management Trust will hold a special meeting of shareholders of Cash Portfolio and Term Portfolio (the funds). The purpose of the meeting is to vote on an important proposal that affects the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposal 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 your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal has 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 this proposal is in the best interests of shareholders. They recommend that you votefor the proposal.
The following Q&A is provided to assist you in understanding the proposal. The proposal 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. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.
If you have any questions before you vote, please call Capital Management of the Carolinas, LLC at 1-800-222-3232. We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.
Sincerely,
The North Carolina Capital Management Trust
Important information to help you understand and vote on the proposal
Please read the full text of the proxy statement. Below is a brief overview of the proposal 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.
What proposal am I being asked to vote on?
You may be asked to vote on the following proposal:
To elect a Board of Trustees.
What role does the Board play?
The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.
Has the funds' Board of Trustees approved the proposal?
Yes. The Board of Trustees has unanimously approved the proposal and recommends that you vote to approve it.
How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each dollar of net asset value you own of each of the funds on the record date. The record date is August 29, 2005.
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. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may also vote through the internet by visitingwww.proxyweb.com/proxyand following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Capital Management of the Carolinas, LLC at 1-800-222-3232.
How do I sign the proxy card?
Public Units: The name of the unit and the name of the authorized finance official should appear on the proxy card exactly as they appear in the registration on the proxy card. For example:
REGISTRATION | VALID SIGNATURE | |
A. 1) | City of ABC | Mary Jones, Finance Officer |
2) | City of ABC | Mary Jones, Finance Officer |
c/o Mary Jones, Finance Officer | ||
B. 1) | County of XYZ | John Smith, Finance Officer |
2) | County of XYZ | John Smith, Finance Officer |
c/o John Smith, Finance Officer | ||
Remember, the above is only a summary of the proposal. Please read the proxy statement for complete details on the proposal.
FORM OF
SCRIPT FOR REGISTERED SHAREHOLDER TOUCH-TONE TELEPHONE VOTING
FIDELITY INVESTMENTS
When connected to the toll-free number, shareholder will hear:
Speech 1 | Welcome. Please enter the control number labeled as such or located in the box, indicated by an arrow on the upper portion of your card. |
When shareholder enters the control number, he/she will hear:
Speech 2 | To vote as the[Fund Name]Board of Trustees recommends on all proposals, press 1 now. To vote on each proposal separately, press 0 now. |
If shareholder has pressed 1, he/she will hear:
Closing A | You voted as the Board of Trustees recommended for every proposal affecting your fund. If correct, press 1. If incorrect, press 0. |
If the shareholder elects to vote each proposal separately, he/she will hear:
Speech 3 | Proposal 1: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Speech 4 | Proposal 2: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Speech 5 | Proposal 3: To vote FOR all nominees, press 1. To WITHHOLD for all nominees, press 9. To WITHHOLD for an individual nominee, press 0. |
If the shareholder presses 0 to withhold from an individual nominee, he/she will hear:
Speech 5a | Enter the two digit number that appears next to the nominee you DO NOT wish to vote for. |
After the Shareholder enters the first nominee number, he/she hears:
Speech 5b | Press 1 to withhold for another nominee or Press 0 if you have completed voting for Trustees. |
Speech 6 | Proposal 4: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Speech 7 | Proposal 5: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
When shareholder has finished voting on all proposals, he/she will hear:
Closing B | You voted as follows: (Vote for each proposal is given). If this is correct, Press 1 now. If incorrect, Press 0 |
If shareholder presses 0 to indicate an incorrect vote, Speech 2 will be repeated.
If shareholder presses 1, he/she will hear:
Speech 8 | If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0. |
If shareholder elects to vote another proxy, he/she is returned to Speech 1. If shareholder elects to end the call he/she will hear:
Speech 9 | Thank you for voting. |
FORM OF
SCREEN SCRIPT FOR REGISTERED SHAREHOLDER INTERNET VOTING
FIDELITY INVESTMENTS
[Upon login to www.proxyweb.com/proxy shareholder sees Screen 1]
SCREEN 1
Text 1 - (centered)
Internet Proxy Voting Service
Input A
Please Enter Control Number from Your ProxyCard:
Input B
Check here [ ] to vote all proposals as the Board recommends,
then click the VOTE button below.
-OR-
Input C
To vote each proposal separately, click the VOTE button only.
[VOTE]
Input D
To enroll for electronic delivery, without voting your proxy, please enter your control number above andclick here.
Input E
Note: Electronic proxy materials may not be available for all of your securities and accounts.
Graphic I - Example Proxy Card (left justified)
Text 2 - (right justified)
proxyweb.com/proxy is a service of:
MIS, an ADP company
Full service proxy specialists
This site is best viewed using
Netscape version 4.7 or Internet Explorer versions 5.0 or higher
and using a display resolution of 800 X 600.
Graphic II - (right justified)
[Upon input of control number and selection of input B or input C shareholder is directed to Proxyweb Voting Ballot (Screen 2) ]
SCREEN 2
Text 1 - (centered)
Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]
Text 2 - (centered)
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING:
Input A - (left justified)
Proposal 1. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input B - (left justified)
Proposal 2. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input C - (left justified)
Proposal 3. | [Title of proposal to be inserted] | [FOR ALL][WITHHOLD AUTHORITY] [FOR ALL NOMINEES (EXCEPT AS INDICATED:] |
Input D - (left justified)
Proposal 4. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input E - (left justified)
Proposal 5. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Text 3 - (centered)
Please refer to the proxy statement for discussion of each of these matters.
If no specification is made on a proposal, the proposal will be voted "For".
Input F - (centered)
You will have an opportunity to confirm that your selections were properly recorded after you submit your vote. If you would also like to receive an email confirmation, enter your email address here:
Text 4- (centered)
Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid.
Input G - (centered)
Click here to sign and [SUBMIT] your proxy vote and to appoint [Proxy Agents 1, 2, and 3 ] or any one or more of them, attorneys, with full power of substitution, to vote all Fund shares that you are entitled to vote.
[Upon submission of vote shareholder is directed to Proxyweb Confirmation Screen (Screen 3)]
SCREEN 3
Text 1 - (centered)
Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]
Thank you! Your vote has been submitted
Text 2 - (centered)
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS :
Text 3 - (left justified)
Proposal 1. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 2. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 3. | [Title of proposal to be inserted] | [FOR ALL][WITHHOLD ALL] [FOR ALL EXCEPT: ] |
Proposal 4. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 5. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Text 4 - (centered)
Please refer to the proxy statement for discussion of each of these matters.
Text 5 - (centered)
[If no email confirmation was requested]: No email confirmation has been sent.
[If email confirmation was requested ]: Your email confirmation has been sent to: [internet address]
Hyperlink 1 - (centered)
[Register for Electronic Delivery]
[Directs shareholder to electronic delivery sign-up screen(s)]
Hyperlink 2 - (left justified)
[Change Vote]
[Directs shareholder to Screen 2 to change vote]
Hyperlink 3 - (centered)
[Printer Friendly Confirmation]
[If shareholder selects printer friendly confirmation, a confirmation in the following form appears that the shareholder can print]
Form Of
Proxyweb Printer Friendly Confirmation
Text - (left justified)
Internet Proxy Voting Service
Thank you! Your vote has been submitted.
- ---------------------------------------------------------------------------------
Your vote for Control Number [control number] has been submitted to Fidelity Investments for
[trust name: fund name], as follows:
Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 3. [proposal title].......... [FOR ALL] [WITHHOLD ALL][FOR ALL EXCEPT: ]
Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Click here to Return
Hyperlink 4 -(right justified)
[Vote Another Proxy]
[Directs shareholder to Screen 1]
Hyperlink 5 - (centered)
[Exit Internet Voting Service]
[Directs shareholder to www.Fidelity.com]
[If shareholder requests email confirmation, a confirmation in the following form will be sent to the designated email address]
Form Of
Proxyweb Email Confirmation
Text - (left justified)
Your vote for Control Number [control number] has been submitted to Fidelity Investments for
[trust name: fund name], as follows:
- ---------------------------------------------------------------------------------
Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 3. [proposal title].......... [FOR ALL] [WITHHOLD ALL][FOR ALL EXCEPT: ]
Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Thank you for voting.