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 [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) 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:
[X] 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:
U.S. TREASURY PORTFOLIO
U.S. GOVERNMENT PORTFOLIO
DOMESTIC MONEY MARKET PORTFOLIO
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
AND RETIREMENT MONEY MARKET PORTFOLIO
PORTFOLIOS OF
FIDELITY MONEY MARKET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001
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 U.S Treasury Portfolio, U.S. Government Portfolio, Domestic
Money Market Portfolio, Retirement Government Money Market Portfolio, and
Retirement Money Market Portfolio (each "Portfolio" or the "Portfolios") of
Fidelity Money Market Trust (the "Trust") will be held at the office of the
Trust, 82 Devonshire Street, Boston, Massachusetts 02109 on November
16 , 1994 at 1:30 p .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 Declaration of Trust to provide dollar-based voting rights
for shareholders of the Trust.
4. To approve an Agreement and Plan providing for the Conversion of the
Portfolios to a Delaware business trust.
5. To adopt a new fundamental investment policy permitting each Portfolio
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
6. To eliminate each Portfolio's fundamental investment limitation
regarding short sales of securities.
7. To eliminate U.S. Government Portfolio's, U.S. Treasury Portfolio's and
Domestic Money Market Portfolio's fundamental investment limitation
concerning investment in other investment companies.
8. To eliminate each Portfolio's fundamental investment limitation
regarding margin purchases.
9. To amend U.S. Government Portfolio's, U.S. Treasury Portfolio's and
Domestic Money Market Portfolio's fundamental investment limitation
regarding diversification.
10. To amend Retirement Money Market Portfolio's and Retirement Government
Money Market Portfolio's fundamental investment limitation regarding
lending.
11. To amend Retirement Money Market Portfolio's and Retirement Government
Money Market Portfolio's fundamental investment limitation concerning
senior securities.
12. To amend each Portfolio's fundamental investment limitation regarding
borrowing.
13. To amend each Portfolio's fundamental investment limitation concerning
real estate.
14. To amend each Portfolio's fundamental investment limitation concerning
purchases and sales of commodities.
The Board of Trustees has fixed the close of business on October 4 ,
1994 as the record date for the determination of the shareholders of the
fund 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
October 4 , 1994
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 TO THE FUND, 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 you 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
U.S. TREASURY PORTFOLIO, U.S. GOVERNMENT PORTFOLIO, DOMESTIC MONEY MARKET
PORTFOLIO,
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO AND RETIREMENT MONEY MARKET
PORTFOLIO,
PORTFOLIOS OF FIDELITY MONEY MARKET TRUST
TO BE HELD ON NOVEMBER 16 , 1994
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Money
Market Trust (the "Trust"), U.S. Treasury Portfolio, U.S. Government
Portfolio, Domestic Money Market Portfolio, Retirement Government Money
Market Portfolio, and Retirement Money Market Portfolio (the "Portfolios")
to be used at the Special Meeting of Shareholders of the Trust (the
"Meeting") and at any adjournments thereof, to be held on November
16 , 1994 at 1:30 p.m. at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the Trust. 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 October 4 , 1994.
Supplementary solicitations may be made by mail, telephone, telegraph, or
by personal interview by representatives of the Trust. The expenses in
connection with preparing this Proxy Statement and its enclosures and of
all solicitations will be paid by FMR. FMR will reimburse brokerage firms
and others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares.
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. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. Shareholders should note that while votes to ABSTAIN will count
toward establishing a quorum, passage of any proposal being considered at
the Meeting will occur only if a sufficient number of votes are cast FOR
the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the
same effect in determining whether the proposal is approved.
If a quorum is 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. A copy of the Trust's
annual report for the fiscal year ended August 31, 199 4 has been
mailed or delivered to each shareholder of the Trust entitled to vote at
the meeting.
PORTFOLIO SHARES AS OF AUGUST 31 , 1994
U.S. TREASURY PORTFOLIO 178,633,520
U.S. GOVERNMENT PORTFOLIO 172,342,035
DOMESTIC MONEY MARKET PORTFOLIO 399,403,765
RETIREMENT MONEY MARKET PORTFOLIO 2,800,246,854
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO 1,655,535,709
VOTE REQUIRED: APPROVAL OF PROPOSALS 1 AND 2 REQUIRES A PLURALITY OF ALL
VOTES CAST AT THE MEETING, WHILE APPROVAL OF PROPOSALS 4 THROUGH 14
REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" OF THE APPROPRIATE PORTFOLIO. UNDER THE INVESTMENT COMPANY ACT
OF 1940 (THE "1940 ACT"), A "MAJORITY VOTE OF THE OUTSTANDING VOTING
SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF
THE SHARES OF THE PORTFOLIO PRESENT AT THE MEETING OR REPRESENTED BY PROXY
IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT OR
REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
Pursuant to the provisions of the Declaration of Trust of Fidelity Money
Market Trust, the Trustees have determined that the number of Trustees
shall be at least 3, but may not exceed 12. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the 12
nominees listed below, unless such authority has been withheld in the proxy
card.
With the exception of Mrs. Davis and Mr. Mann, all nominees named below
are currently Trustees of Fidelity Money Market Trust and have served in
that capacity continuously since originally elected or appointed. Mrs.
Davis and Mr. Mann were selected by the Trust's Nominating and
Administration Committee (see page ) in 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 Trust's investment adviser, Fidelity Management & Research Company
("FMR" or the "Adviser"), or the Trust's distribution agent, Fidelity
Distributor Corporation ("Distributors"). Each of the nominees is currently
a Trustee or General Partner, as the case may be, of other funds advised by
FMR.
A plurality of all votes cast at the meeting is sufficient to elect the
nominees.
TRUSTEE INFORMATION
Year of
Nominee Election or
(Age) Principal Occupation** Appointme
nt
*J. Gary Burkhead Senior Vice President, is President 1986
82 Devonshire Street of FMR; and President and a
Boston, MA Director of FMR Texas Inc. (1989),
(53) Fidelity Management & Research
(U.K.) Inc. and Fidelity
Management & Research (Far
East) Inc.
Ralph F. Cox Consultant to Western Mining 1991
200 Rivercrest Drive Corporation (1994). Prior to 1994,
Fort Worth, TX he was President of Greenhill
(62) Petroleum Corporation (petroleum
exploration and production, 1990).
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), and CH2M Hill
Companies (engineering). In
addition, he served on the Board of
Directors of the Norton Company
(manufacturer of industrial devices,
1983-1990) and continues to serve
on the Board of Directors of the
Texas State Chamber of
Commerce, and is a member of
advisory boards of Texas A&M
University and the University of
Texas at Austin.
Phyllis Burke Davis Prior to her retirement in 1992
P.O. Box 264 September 1991, Mrs. Davis was
Bridgehampton, NY the Senior Vice President of
(62) Corporate Affairs of Avon Products,
Inc. She is currently a Director of
BellSouth Corporation
(telecommunications), Eaton
Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail
stores, 1990), and previously
served as a Director of Hallmark
Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition,
she serves as a Director of the New
York City Chapter of the National
Multiple Sclerosis Society, and is a
member of the Advisory Council of
the International Executive Service
Corps. and the President's Advisory
Council of The University of
Vermont School of Business
Administration.
Richard J. Flynn Financial consultant. Prior to 1982
77 Fiske Hill September 1986, Mr. Flynn was
Sturbridge, MA Vice Chairman and a Director of the
(70) Norton Company (manufacturer of
industrial devices). He is currently a
Director of Mechanics Bank and a
Trustee of College of the Holy
Cross and Old Sturbridge Village,
Inc.
*Edward C. Johnson President, is Chairman, Chief 1968
3d Executive Officer and a Director of
82 Devonshire Street FMR Corp.; a Director and
Boston, MA Chairman of the Board and of the
(64) Executive Committee of FMR;
Chairman and a Director of FMR
Texas Inc. (1989), Fidelity
Management & Research (U.K.)
Inc., and Fidelity Management &
Research (Far East) Inc.
E. Bradley Jones Prior to his retirement in 1984, Mr. 1990
3881-2 Lander Road Jones was Chairman and Chief
Chagrin Falls, OH Executive Officer of LTV Steel
(6 7 ) Company. Prior to May 1990, he
was a Director of National City
Corporation (a bank holding
company) and National City Bank
of Cleveland. He is a Director of
TRW Inc. (original equipment and
replacement products),
Cleveland-Cliffs Inc . (mining),
NACCO Industries, Inc. (mining
and marketing), Consolidated Rail
Corporation, Birmingham Steel
Corporation, Hyster-Yale Materials
Handling, Inc. (1989) and RPM Inc.
(manufacturer of chemical
products, 1990). In addition, he
serves as a Trustee of First Union
Real Estate Investments, Chairman
of the Board of Trustees and a
member of the Executive
Committee of the Cleveland Clinic
Foundation, a Trustee and a
member of the Executive
Committee of University School
(Cleveland), and a Trustee of
Cleveland Clinic Florida.
Donald J. Kirk Professor at Columbia University 1987
680 Steamboat Road Graduate School of Business and a
Apartment #1-North financial consultant. Prior to 1987,
Greenwich, CT he was Chairman of the Financial
(61) Accounting Standards Board. Mr.
Kirk is a Director of General Re
Corporation (reinsurance) and
Valuation Research Corp.
(appraisals and valuations, 1993).
In addition, he serves as Vice
Chairman of the Board of Directors
of the National Arts Stabilization
Fund and Vice Chairman of the
Board of Trustees of the Greenwich
Hospital Association.
*Peter S. Lynch Vice Chairman of FMR (1992). 1990
82 Devonshire Street Prior to his retirement on May 31,
Boston, MA 1990, he was a Director of FMR
(51) (1989) and Executive Vice
President of FMR (a position he
held until March 31, 1991); Vice
President of Fidelity Magellan Fund
and FMR Growth Group Leader;
and a Managing Director of FMR
Corp. Mr. Lynch was also Vice
President of Fidelity Investments
Corporate Services (1991-1992).
He is a Director of W.R. Grace &
Co. (chemicals, 1989) and Morrison
Knudsen Corporation (engineering
and construction). In addition, he
serves as a Trustee of Boston
College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989)
and Society for the Preservation of
New England Antiquities, and as an
Overseer of the Museum of Fine
Arts of Boston (1990).
Gerald C. McDonough Chairman of G.M. Management 1989
135 Aspenwood Drive Group (strategic advisory services).
Cleveland, OH Prior to his retirement in July 1988,
(65) he was Chairman and Chief
Executive Officer of Leaseway
Transportation Corp. (physical
distribution services). Mr.
McDonough is a Director of
ACME-Cleveland Corp. (metal
working, telecommunications and
electronic products),
Brush-Wellman Inc. (metal
refining), York International Corp.
(air conditioning and refrigeration,
1989), Commercial Intertech Corp.
(water treatment equipment, 1992),
and Associated Estates Realty
Corporation (a real estate
investment trust, 1993).
Edward H. Malone Prior to his retirement in 1985, Mr. 1989
5601 Turtle Bay Drive Malone was Chairman, General
#2104 Electric Investment Corporation and
Naples, FL a Vice President of General Electric
( 70 ) Company. He is a Director of
Allegheny Power Systems, Inc.
(electric utility), General Re
Corporation (reinsurance), and
Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of
Corporate Property Investors, the
EPS Foundation at Trinity College,
the Naples Philharmonic Center for
the Arts, and Rensselaer
Polytechnic Institute, and he is a
member of the Advisory Boards of
Butler Capital Corporation Funds
and Warburg, Pincus Partnership
Funds.
Marvin L. Mann Chairman of the Board, President, 1993
55 Railroad Avenue and Cheif Executive Officer of
Greenwich, CT Lexmark International, Inc. (office
(61) machines, 1991). Prior to 1991, he
held the positions of Vice President
of International Business Machines
Corporation ("IBM") and President
and General Manager of various
IBM divisions and subsidiaries. Mr.
Mann is a Director of M.A. Hanna
Company (chemicals, 1993) and
Infomart (marketing services,
1991), a Trammell Crow Co. In
addition, he serves as the
Campaign Vice Chairman of the
Tri-State United Way (1993) and is
a member of the University of
Alabama President's Cabinet
(1990).
Thomas R. Williams President of The Wales Group, Inc. 1989
21st Floor (management and financial
191 Peachtree Street, advisory services). Prior to retiring
N.E. in 1987, Mr. Williams served as
Atlanta, GA Chairman of the Board of First
(66) 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. (1989), and
AppleSouth, Inc. (restaurants,
1992).
_______________
** 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 August 31, 199 4 the nominees and officers of the Trust owned
in the aggregate, less than 1% of the Trust's outstanding shares.
If elected, the Trustees will hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees; and (d) a Trustee
may be removed at any Special Meeting of shareholders by a vote of
two-thirds of the outstanding shares 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, and
notice thereof will be mailed to shareholders within three months
thereafter. 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 12 times during the twelve months
ended August 31, 1 994. It is expected that the Trustees will meet at
least 10 times a year at regularly scheduled meetings.
As a group, the non-interested Trustees received fees and expenses of
$26,838 from the Trust in their capacities as Trustees of the Trust for
the fiscal year ended August 31, 1994 . The non-interested Trustees
also served in similar capacities for other Funds advised by FMR and
received additional compensation for such services.
The Board has adopted a policy whereby non-interested Trustees, upon
reaching their 72nd birthday, will resign. Under a defined benefit
retirement program, non-interested Trustees, upon reaching age 72, are
entitled to payments during their lifetime based on their basic Trustee
fees and their length of service.
The Trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the Trust or FMR or its affiliates and normally meets
three times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Messrs. Kirk (Chairman), Cox, and Jones are members of
the Committee. This Committee oversees and monitors the financial reporting
process, including recommending to the Board the independent accountants to
be selected for the Trust, reviewing internal controls and the auditing
function (both internal and external), reviewing the qualifications of key
personnel performing audit work, and overseeing compliance procedures.
During the twelve months ended August 31, 1994 , the Committee held
4 meetings.
The 1.Trust's Nominating and Administration Committee is currently
composed of Messrs. Flynn (Chairman), McDonough and Jones. The Committee
members confer periodically and hold meetings as required. The Committee is
charged with the duties of reviewing the composition and compensation of
the Board of Trustees, proposing additional non-interested Trustees,
monitoring the performance of legal counsel employed by the Trust and the
non-interested Trustees, and acting as administrative committee under the
Retirement Plan for non-interested Trustees. During the 12 months ended
August 31, 1994 , the Committee held 4 meetings. The Nominating and
Administration Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the Committee in care
of the Secretary of the Trust. The Trust does not have a compensation
committee; such matters are considered by the Nominating and Administration
Committee.
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 Trust
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 services provided to the Trust include (1) audit of annual financial
statements and, if requested, limited review of unaudited semiannual
financial statements; (2) assistance and consultation in connection with
SEC filings; and (3) review of the federal income tax returns filed on
behalf of the Trust. 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 accountant's 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 DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
each Portfolio approve, a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a Portfolio (dollar-based voting)
rather than on the number of shares owned. As a result, voting power would
be allocated in proportion to the value of each shareholder's investment.
BACKGROUND. U.S. Treasury, U.S. Government, Domestic Money Market,
Retirement Government Money Market and Retirement Money Market are
portfolios of Fidelity Money Market Trust, an open-end management
investment company organized as a Massachusetts business trust. Each
Portfolio votes separately on matters concerning only that Portfolio and
votes on a trust-wide basis on matters that affect the Trust as a whole,
such as electing trustees or amending the Declaration of Trust. Currently,
under the Declaration of Trust, each share is entitled to one vote,
regardless of the relative value of the shares of each Portfolio in the
trust. Although the Trust currently only contains money market funds, each
of which seeks to maintain a $1.00 net asset value (NAV) per share, the
Trustees may in the future introduce stock or bond funds where NAV per
share will vary. Under a dollar-based voting system, the introduction of
stock or bond funds generally would dilute the voting power of the money
market funds.
The original intent of the one-share, one-vote provision was to provide
equitable voting rights as required by the 1940 Act. Recently, the SEC
issued a "no-action" letter permitting a trust to seek shareholder approval
of a dollar-based voting system. FMR 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 than the one-share, one-vote system
currently in effect. The voting power of a shareholder of the Trust would
be commensurate with the value of the shareholder's dollar investment
rather than with the number of shares held. The proposed revision to the
Declaration of Trust is provided as Exhibit 1.
Proposal No. 4 below concerns Conversion of the Trust, which is organized
under Massachusetts law, into a Trust organized under Delaware law. If the
Conversion is approved, each portfolio, as a portfolio of the Delaware
business trust, will be governed by the Delaware T rust
I nstrument. Included as Exhibit 1 is the provision of the Delaware
T rust Instrument that would be amended in order to adopt
dollar-based voting as part of the Conversion, if this proposal 3 is
approved.
AMENDMENT TO THE DECLARATION OF TRUST. If approved Article VIII, Section 1
of the Declaration of Trust of the Trust will be amended as provided in
Exhibit 1A. If both proposals 3 and 4 are approved, Article VII, Section
7.01 of the Delaware Trust Instrument will be amended as provided in
Exhibit 1B.
CONCLUSION. If approved, the amendment will take effect immediately after
the shareholder meeting or after any adjournments thereof. The Trustees
believe the proposed amendment will benefit the Trust by more accurately
weighting voting power to correspond to investment in the Trust, thereby
providing balanced voting power to all shareholders of the Trust. The
Trustees recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust.
4. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE CONVERSION OF THE
PORTFOLIOS TO A DELAWARE BUSINESS TRUST.
The Trustees have approved an Agreement and Plan of Conversion and
Termination (the "Plan of Conversion") in the form attached to this Proxy
Statement as Exhibit 2. The Plan of Conversion provides for a Conversion
(the "Conversion") of U.S. Treasury Portfolio, U.S. Government Portfolio,
Domestic Money Market Portfolio, Retirement Government Money Market
Portfolio, and Retirement Money Market Portfolio (the "current Portfolios")
from separate series of Fidelity Money Market Trust, a Massachusetts
business trust (the "Trust" or "Massachusetts Trust") to separate series of
Fidelity Money Market Trust II, a Delaware business trust (the "Delaware
Trust").
The individual investment objectives, policies, and limitations of the
current Portfolios will not change, except as approved in this proxy
statement. A separate portfolio of the Delaware Trust will carry on the
business of each current Portfolio following the Conversion (the "successor
Portfolios"). Each successor Portfolio will have investment objectives,
policies, and limitations identical to those of its corresponding current
Portfolio (except as they may be modified by a vote of the shareholders as
proposed in this proxy statement). Each current Portfolio will vote
separately on its proposed Conversion. For a discussion of the principal
differences between the Massachusetts and Delaware business trust forms of
organization, see "Certain Comparative Information About the Massachusetts
Trust and the Delaware Trust" on page .
FMR, each current Portfolio's investment manager, will be responsible for
the investment management of each successor Portfolio, subject to the
supervision of the Trustees under a separate management contract for that
successor Portfolio identical to the contract currently in effect between
FMR and that current Portfolio (the "Current Management Contracts");
similarly, FMR Texas Inc. ("FMR Texas"), each current Portfolio's
sub-adviser, will have primary responsibility for providing portfolio
investment advisory services to each successor Portfolio under separate
Sub-Advisory Agreements identical to the agreements currently in effect
between FMR Texas and FMR (the "Current Sub-Advisory Agreements") .
F or a discussion of the Current Management Contract and the Current
Sub-Advisory Agreement, see pages through 34.
Distributors will distribute shares of each successor Portfolio under
separate General Distribution Agreements identical to the contracts
currently in effect between Distributors and each current Portfolio.
It should be noted that the location and legal domicile of FMR, FMR Texas
and Distributors will not be affected by this proposal.
REASON FOR THE PROPOSED CONVERSION. The Trust is presently organized as a
Massachusetts business trust with multiple portfolios. The Trustees
unanimously recommend Conversion of each current Portfolio to a separate
corresponding portfolio of a Delaware business trust (i.e., into a
successor Portfolio) which will succeed to the business of its
corresponding current Portfolio. The Trustees have determined that Delaware
law affords advantages to the operations of a mutual fund greater than
those available under Massachusetts law.
Delaware law provides that the shareholders of a Delaware business trust
shall not be subject to liability for obligations of the Delaware Trust.
Under Massachusetts law, current Portfolio shareholders are potentially
liable for obligations of the current Portfolio; although the risk of such
liability is remote, the Trustees have determined that Delaware law may
afford greater protection against potential shareholder liability.
Similarly, Delaware law provides that, should the Delaware Trust issue
multiple series of shares, each series shall not be liable for the debts of
another series; another potential, although remote, risk in the case of a
Massachusetts business trust.
The Trustees believe that the Delaware business trust form will enable the
Delaware Trust to adopt new methods of operation and employ new
technologies that are expected to reduce costs of operation when, and if,
implemented. Delaware law, for example, authorizes electronic or telephonic
communications between shareholders and the Delaware Trust. The Trustees
hope to take advantage of this provision to improve shareholder voting
procedures and reduce costs. It is anticipated that under Delaware law and
the Delaware Trust Instrument, the Delaware Trust will be required to have
fewer shareholder meetings, potentially further reducing costs. Neither
Massachusetts nor Delaware business trusts are required to hold annual
shareholder meetings, affording significant cost savings. Delaware law
affords to the Trustees the ability to adapt the Delaware Trust to future
contingencies; for example, the Trustees have the power to incorporate the
Delaware Trust, to merge or consolidate with another entity, to cause each
series to become a separate trust, and to change the Delaware Trust's
domicile without shareholder vote. Any exercise of this authority by the
Trustees will be subject to applicable federal law. This flexibility should
help to assure that the Delaware Trust always operates under the most
advanced form of organization, and is intended to reduce the expense and
frequency of future shareholder meetings for non-investment-related
operational issues. Of course, the investment objective of each current
Portfolio and its successor Portfolio remains, like many of its investment
policies, fundamental, and may only be changed by shareholder vote. (For
proposed changes to certain fundamental investment policies see Proposals
6-14).
For a more detailed comparison of the Trust's current Massachusetts
Declaration of Trust (the "Massachusetts Declaration of Trust") and the
proposed Delaware Trust Instrument, see "Certain Comparative Information
About the Massachusetts Trust and the Delaware Trust" on page .
The Trustees recommend that current Portfolio shareholders vote FOR the
approval of the Plan of Conversion described below. Such a vote encompasses
approval of the Conversion of each current Portfolio to a separate series
of a Delaware business trust; each current Portfolio shall vote separately
and the Trustees of the Massachusetts Trust may proceed with the Conversion
of each current Portfolios whose shareholders vote for the
Conversion of that current Portfolio, even if one or more of
the current Portfolios should vote against the Conversion . A vote
FOR further encompasses temporary waiver of certain investment limitations
of each current Portfolio to permit the Conversion (see "Temporary Waiver
of Investment Restrictions" on page ); authorization of the Massachusetts
Trust, as sole shareholder of the Delaware Trust, to elect as Trustees of
the Delaware Trust the persons who currently serve as Trustees of the
Massachusetts Trust (see "Trustee Information" beginning on page ) to
approve or disapprove the selection of the independent accountants
described on page ; to approve or disapprove an amendment to the Trust
Instrument described on page 10; and, to approve (i) a Management Contract
with FMR for each successor Portfolio, (ii) a Sub-Advisory Agreement
between FMR and FMR Texas for each successor Portfolio, and (iii) a
Distribution and Service Plan for each successor Portfolio pursuant
to Rule 12b-1 under the 1940 Act identical to the contracts or Plans as
the case may be, currently in effect with each corresponding current
Portfolio. For a discussion of these contracts and Plans see pages through
34.
REQUIRED VOTE The affirmative vote of the holders of a majority of the
outstanding voting securities of each current Portfolio entitled to vote at
the Meeting is required for approval of the Plan of Conversion with respect
to that current Portfolio. If the Plan of Conversion is not approved by a
particular current Portfolio, that current Portfolio will continue to
operate as a series of the Massachusetts Trust and the Trustees may take
any action , including postponement of the closing of the Conversion,
to facilitate the Conversion of each Portfolio voting FOR Conversion.
SUMMARY OF THE PLAN CONVERSION The following discussion summarizes the
important terms of the Plan of Conversion. This summary is qualified in its
entirety by reference to the Plan of Conversion itself, which is included
as Exhibit 2 to this Proxy Statement.
In order to accomplish the Conversion, the Delaware Trust has been formed
as a Delaware business trust pursuant to a Trust Instrument dated June 20,
1991 (the "Delaware Trust Instrument"). On the closing date of the
Conversion ("Closing Date"), each current Portfolio will transfer all of
its assets to the successor Portfolio, a series of shares of the Delaware
Trust established for the purpose of effecting the Conversion, in exchange
for the assumption by the successor Portfolio of all the liabilities of
that current Portfolio and the issuance of shares of beneficial interest of
that successor Portfolio ("successor Portfolio Shares") equal to the value
(as determined by using the procedures set forth in that current
Portfolio's prospectus) on the date of the exchange of that current
Portfolio's net assets divided by $1.00, the anticipated net asset value
per share of each successor Portfolio. Immediately thereafter, each current
Portfolio will distribute successor Portfolio shares to each current
Portfolio shareholder, in proportion to each current Portfolio
shareholder's beneficial interest in their current Portfolio ("current
Portfolio shares"), in liquidation of their current Portfolio shares.
Immediately after this distribution of successor Portfolio shares, each
current Portfolio will be terminated and, as soon as practicable
thereafter, will be wound up and liquidated. UPON COMPLETION OF THE
CONVERSION, EACH CURRENT PORTFOLIO SHAREHOLDER WILL BE THE OWNER OF FULL
AND FRACTIONAL SUCCESSOR PORTFOLIO SHARES EQUAL IN NUMBER, DENOMINATION,
AND AGGREGATE NET ASSET VALUE TO HIS OR HER CURRENT PORTFOLIO SHARES.
The Plan of Conversion authorizes the Trust, on the Portfolios' behalf, as
the then sole initial shareholder of the Delaware Trust: (1) to elect as
Trustees of the Delaware Trust the persons who currently serve as Trustees
of the Massachusetts Trust; (2) to approve or disapprove the selection of
the independent accountants who currently serve as independent accountants
of the Massachusetts Trust; (3) to approve or disapprove an amendment to
the Trust Instrument described on page 10; and (4) to approve (i) separate
management contracts with FMR for each successor Portfolio (the "New
Management Contracts"), (ii) separate Sub-Advisory Agreements between FMR
and FMR Texas with respect to each successor Portfolio (the "New
Sub-Advisory Agreements"), and (iii) separate Distribution and Service
Plans ("New Plans") under Rule 12b-1 with respect to each successor
Portfolio identical to the contracts or plans, as the case may be,
currently in effect with the current Portfolios.
The newly elected Delaware Trust 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 removal; (c) any Trustee who requests to be retired by
written instrument signed by a majority of the other Trustees or who has
died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be
retired; and (d) a Trustee may be removed at any Special Meeting of the
shareholders by a vote of two-thirds of the outstanding shares of the
Delaware 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 shareholders, the Trustees
then in office will promptly call a shareholders' meeting for the purpose
of electing a Board of Trustees. Otherwise, there normally will be no
meeting of shareholders for the purpose of electing Trustees.
Each New Management Contract, New Sub-Advisory Agreement, and New Plan
will take effect on the Closing Date. Each New Sub-Advisory Agreement, New
Management Contract, and New Plan will continue in force until June, 1995.
Each agreement will continue in force thereafter from year to year so long
as its continuance is approved at least annually (i) by the vote of a
majority of the Trustees who are not "interested persons" of the Delaware
Trust, FMR, or FMR Texas, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by vote of a majority of the
Trustees or by the vote of a majority of the outstanding shares of the
successor Portfolio which is the subject of that agreement. Each New
Management Contract, New Sub-Advisory Agreement, and New Plan will be
terminable without penalty on sixty days' written notice either by the
Delaware Trust, FMR, or FMR Texas, as the case may be, and will terminate
automatically in the event of its assignment.
Assuming the Plan of Conversion is approved, it is currently contemplated
that the Conversion will become effective at the close of business on
December 30 , 1994. However, the Conversion may become effective at
another time and date if circumstances warrant.
The obligations of the Massachusetts Trust and the Delaware Trust under
the Plan of Conversion are subject to various conditions as stated therein.
In order to provide against unforeseen events, the Plan of Conversion may
be terminated or amended at any time prior to the Conversion by action of
the Trustees notwithstanding the approval of the Plan of Conversion by
current Portfolio shareholders, if (1) there is a material breach by the
other party of any representation, warranty, or agreement contained in the
Plan of Conversion or (2) it reasonably appears that a party cannot meet a
condition of the Plan of Conversion. The Massachusetts Trust and the
Delaware Trust may at any time waive compliance with any of the covenants
and conditions contained in, or may amend, the Plan of Conversion, provided
that such waiver or amendment does not materially adversely affect the
interests of current Portfolio shareholders.
CONTINUATION OF PORTFOLIO SHAREHOLDER ACCOUNTS AND PLANS. The Delaware
Trust's transfer agent will establish an account for each successor
Portfolio shareholder containing the appropriate number and denominations
of successor Portfolio shares to be received by that shareholder under the
Plan of Conversion. Such accounts will be identical in all material
respects to the accounts currently maintained by each current Portfolio's
transfer agent for each current Portfolio shareholder. Current Portfolio
shareholders who are receiving payment under a withdrawal plan with respect
to current Portfolio shares will retain the same rights and privileges as
to successor Portfolio shares under the Plan of Conversion. Similarly, no
action will be necessary in order to continue any automatic investment plan
or retirement plan currently maintained by a current Portfolio shareholder
with respect to current Portfolio shares.
EXPENSES. The expenses of the Conversion, estimated at $15,000 in the
aggregate, will be borne by FMR.
2.TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental
investment restrictions of each current Portfolio, which prohibit that
current Portfolio from acquiring more than a stated percentage of ownership
of another company, might be construed as restricting a current Portfolio's
ability to carry out the Conversion. By approving the Plan of Conversion,
current Portfolio shareholders will be agreeing to waive, only for the
purpose of the Conversion, those fundamental investment restrictions that
could prohibit or otherwise impede the transaction.
TAX CONSEQUENCES OF THE CONVERSION. The Massachusetts Trust and the
Delaware Trust each have received advice from their counsel, Kirkpatrick &
Lockhart, that no gain or loss will be recognized for federal income tax
purposes by each current Portfolio, the Delaware Trust, or the current
Portfolio shareholders upon (1) the transfer of a current Portfolio's
assets in exchange solely for the successor Portfolio shares and the
assumption by the Delaware Trust on behalf of the successor Portfolio of
that current Portfolio's liabilities or (2) the distribution of successor
Portfolio shares to current Portfolio shareholders in liquidation of their
current Portfolio shares. The opinion further provides, among other things,
that (a) the basis for tax purposes of the successor Portfolio shares to be
received by each current Portfolio shareholder will be the same as that of
his or her current Portfolio shares; and (b) each current Portfolio
shareholder's holding period for his or her successor Portfolio shares will
include the holding period for his or her current Portfolio shares,
provided that current Portfolio shares were held as capital assets on the
date of the exchange.
CERTAIN COMPARATIVE INFORMATION ABOUT
THE MASSACHUSETTS TRUST AND THE DELAWARE TRUST
SUMMARY OF THE TRUST INSTRUMENT. The Delaware Trust has been established
pursuant to the Trust Instrument under the laws of the State of Delaware.
The investment objective, policies, and limitations of each Successor
Portfolio or Series of the Delaware Trust will be the same as those of the
respective current Portfolios, including the revised policies and
limitations, if approved, adopted by shareholders pursuant to Proposals 6
through 14. The Delaware Trust's fiscal year will be the same as that of
the Massachusetts Trust, although the Trustees may change the fiscal
year in their discretion. Prior to the Conversion, each successor Portfolio
will not have any assets or liabilities. During the Conversion, the
Massachusetts Trust will be the sole shareholder of the successor
Portfolios immediately prior to distribution of successor Portfolio shares
to current Portfolio shareholders.
As a Delaware business trust, the Delaware Trust's operations will be
governed by the Trust Instrument, the Delaware Trust Bylaws, and applicable
Delaware law rather than by the Massachusetts Declaration of Trust,
Massachusetts Bylaws, and Massachusetts law. The operations of the Delaware
Trust will continue to be subject to the provisions of the 1940 Act and the
rules and regulations of the SEC thereunder and applicable state securities
laws.
TRUSTEES AND OFFICERS OF THE TRUST. Subject to the provisions of the
Delaware Trust Instrument, the business of the Delaware Trust is supervised
by its Trustees, who serve indefinite terms and who have all powers
necessary or convenient to carry out that responsibility. The
responsibilities, powers, and fiduciary duties of the Trustees of the
Delaware Trust will be substantially the same as those of the Trustees of
the Massachusetts Trust. The Trustees of the Delaware Trust would be those
persons who are elected pursuant to Proposal 1.
It is anticipated that the Trustees of the Delaware Trust will elect the
present officers of the Massachusetts Trust to serve as officers of the
Delaware Trust and that such persons will perform the same functions
following the Conversion that they now perform on behalf of the
Massachusetts Trust.
SERIES OF SHARES OF THE MASSACHUSETTS TRUST AND THE DELAWARE TRUST. The
Delaware Trust Instrument permits the Trustees to create one or more series
or portfolios of the Delaware Trust and, with respect to each series, to
issue an unlimited number of full or fractional shares of that series or of
one or more of that series' classes. The Massachusetts Trust Trustees have
identical rights under the Massachusetts Declaration of Trust. After the
Conversion, the Delaware Trust will have five series. Each share of each
series of the Delaware Trust, like each share of each series of the
Massachusetts Trust, represents an equal proportionate interest with each
other share in that series, none having priority or preference over
another. Additional series or classes thereof may be added in the future.
DELAWARE AND MASSACHUSETTS TRUST SHAREHOLDER LIABILITY. One area of
difference between the two forms of organizations is the potential
liability of shareholders. Generally, Delaware Trust shareholders are not
personally liable for obligations of the Delaware Trust under Delaware law.
The Delaware Business Trust Act ("the Delaware Act") provides that a
shareholder of a Delaware business trust shall be entitled to the same
limitation of liability extended to shareholders of private corporations
for profit. However, no similar statutory or other authority limiting
business trust shareholder liability exists in many other states, including
Texas, the location of FMR Texas, the Portfolios' sub-adviser. As a result,
to the extent that the Delaware Trust or a shareholder is subject to the
jurisdiction of courts in those states, the courts may not apply Delaware
law, and may thereby subject the Delaware Trust shareholders to liability.
To guard against this risk, the Trust Instrument (i) contains an express
disclaimer of shareholder liability for acts or obligations of the Delaware
Trust and requires that notice of such disclaimer be given in each
agreement, obligation, and instrument entered into as executed by the
Delaware Trust or its Trustees and (ii) provides for indemnification out of
Delaware Trust property of any shareholder held personally liable for the
obligations of the Delaware Trust. Thus, the risk of a Delaware Trust
shareholder incurring financial loss beyond his investment because of
shareholder liability is limited to circumstances in which (1) a court
refused to apply Delaware law, (2) no contractual limitation of liability
was in effect, and (3) the Delaware Trust itself would be unable to meet
its obligations. In light of Delaware law, the nature of the Delaware
Trust's business, and the nature of its assets, FMR believes that the risk
of personal liability to a Delaware Trust shareholder is extremely remote.
Shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable under Massachusetts law for the
obligations of the Massachusetts Trust. The Massachusetts Declaration of
Trust, like the Delaware Trust Instrument, contains an express disclaimer
of shareholder liability and requires that notice of such disclaimer be
given in each agreement entered into or executed by the Massachusetts Trust
or the Trustees. The Massachusetts Declaration of Trust also provides for
indemnification out of the trust property. Thus, FMR believes the risk of
Portfolio shareholder liability is also remote for shareholders of
Massachusetts business trusts.
VOTING RIGHTS OF MASSACHUSETTS TRUST AND DELAWARE TRUST SHAREHOLDERS.
Neither the Massachusetts Trust nor the Delaware Trust is required to hold
annual shareholder meetings. The Massachusetts Declaration of Trust and
Delaware Trust Instrument each, in substance, provides that a special
meeting of shareholders may be called by the holders of 10% or more of the
shares of the Trust , and that 10 or more share holders who
have six months held of $25,000, or 1% of the shares, whichever is
greater, may apply to the Trustees stating that they wish to communicate
with shareholders in order to obtain the call by 10% of the outstanding
shares, in which case the Trustees shall cooperate with such shareholders
as required under Section 16(c) of the 1940 Act.
The Delaware Trust, like the Massachusetts Trust, will operate as an
open-end management investment company registered with the SEC under the
1940 Act. Shareholders of each successor Portfolio will, therefore, have
the power to vote at special meetings with respect to, among other things,
changes in fundamental investment policies and limitations of the successor
Portfolio; ratification of the selection by the Trustees of the independent
accountants for the Delaware Trust; and such additional matters relating to
the Delaware Trust as may be required by law, or the Trustees consider
desirable. If, at any time, less than a majority of the Trustees holding
office has been elected by shareholders, the Trustees then in office will
promptly call a meeting of shareholders of the Delaware Trust for the
purpose of electing a Board of Trustees. The Massachusetts Trust has
notified the SEC that the Delaware Trust will adopt the existing
registration statement under the Securities Act of 1933 with respect to its
shares.
The Trust Instrument provides that shareholders shall have the power to
vote only with respect to the election of Trustees, the removal of
Trustees, the approval of investment advisory or management contracts, and
with respect to such additional matters as may be required by law or the
Trustees may consider desirable. The Trust Instrument also permits the
Trustees to amend the Trust Instrument, except that shareholders shall have
the right to vote on any amendment affecting their right to vote, on any
amendment required by law or the Delaware Trust's registration statement or
on any matter submitted to shareholders by the Trustees. The Massachusetts
Declaration of Trust, on the other hand, generally gives the shareholders
exclusive power to amend the Massachusetts Declaration of Trust in addition
to the voting rights granted by the Delaware Trust Instrument. The Delaware
Trust Instrument provides that one-third of the shares shall constitute a
quorum; the Massachusetts Declaration of Trust requires a majority of
shares to establish quorum for a meeting.
LIABILITY OF TRUSTEES. The Delaware Trust Instrument provides that the
Trustees shall not be liable to any person other than the Delaware Trust or
a shareholder and that a Trustee shall not be liable for any act as a
Trustee; but nothing in the Delaware Trust Instrument protects the
Trustee s against any liability to which they would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of their
office. The Massachusetts Declaration of Trust provides that its Trustees
shall not be liable for errors of judgment or mistakes of fact or law,
subject to substantially similar provisions concerning bad faith, gross
negligence, and reckless disregard as those described above.
5. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY PERMITTING EACH PORTFOLIO
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, subject to a shareholder vote, the
adoption of a new fundamental investment policy that would permit each
Portfolio to pool its assets with other Fidelity money market funds
("Pooled Fund"). If the proposal is approved, each Portfolio will be
authorized to invest all its assets in a Pooled Fund that would invest in
the same type of securities (and have the same objective, policies and
limitations) as each Portfolio does currently. The purpose of pooling would
be to achieve operational efficiencies and reduce costs .
BACKGROUND. A number of mutual funds have developed structures under which
several funds invest all their assets in a single pooled investment. For
example, a money market fund offering institutional services for large
investors might pool its investments with another money market fund that
offers checkwriting for individuals. This structure allows several funds
with different features to combine their investments instead of managing
them separately. The funds combine their investments by investing all their
assets in the same P ooled F und, which is organized as an
open-end management investment company (a mutual fund).
PURPOSE OF THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither the Board nor FMR has determined that the
Portfolios should invest in Pooled Funds, the Trustees believe it could be
in the best interests of the Portfolios to adopt such a structure to allow
for investing in a Pooled Fund at a future date.
At present, certain of each of the Portfolios ' fundamental
investment policies and limitations would prevent the Portfolios from
investing all of their assets in another investment company, and would
require a vote of shareholders of each Portfolio before such a structure
could be adopted. To avoid the costs associated with a subsequent
shareholder meeting, the Trustees recommend that shareholders vote to
permit each Portfolio's assets to be invested in a single Pooled Fund,
without an additional vote of shareholders, if the Trustees determine that
action to be in the best interests of the Portfolios and their
shareholders. If shareholders approve this proposal, the fundamental
policies and limitations of the Portfolios that currently prohibit
investment in shares of a single investment company would be appropriately
modified to permit investment in a Pooled Fund. These policies include each
Portfolio's limitation on investing more than 5% of its total assets in the
securities of any one issuer or more than 25% in one industry.
DISCUSSION. FMR currently manages a number of mutual funds with similar
investment objectives, policies, and limitations, but with different
features and services ("Comparable Funds"). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved and costs
could be reduced. Similarly, FMR anticipates that a Pooled Fund structure
would facilitate the introduction of new Fidelity mutual funds, increasing
the investment options available to shareholders.
The Portfolios' methods of operation and shareholder services would not be
materially affected by their investment in a Pooled Fund, except that the
assets of each Portfolio would be managed as part of a larger pool. Were a
Portfolio to invest all of its assets in a Pooled Fund, it would hold only
a single investment security, and the Pooled Fund would invest
directly in individual money market securities. The Portfolio would
otherwise continue its normal operation, including the payment of interest
dividends. The Pooled Fund would be managed by FMR or an affiliate, such as
FMR Texas. The Trustees would retain the right to withdraw a Portfolio's
investments from the Pooled Fund at any time. The Portfolio would then
resume investing directly in money market instruments as it is does
currently.
At present, the Trustees have not considered any proposal to authorize
pooling of assets. The Trustees will only authorize investing a Portfolio's
assets in a Pooled Fund if they determine that pooling is in the best
interests of the Portfolio and its shareholders and if, upon advice of
counsel, they determine that the investment will not have material adverse
tax consequences to the Portfolio or its shareholders. In determining
whether to invest in a Pooled Fund, the Trustees will consider, among other
things, the opportunity to reduce costs and to achieve operational
efficiencies. The Trustees will not authorize investment in a Pooled Fund
if doing so would increase costs to shareholders.
FMR is presently seeking federal and state regulatory approval in order to
put the Fidelity funds in a position to invest in Pooled Funds. There is,
of course, no assurance that all necessary regulatory approvals will be
obtained, nor that cost reductions or increased efficiencies will be
achieved.
FMR may benefit from the use of a Pooled Fund if overall assets are
increased (since FMR's fees are based on assets). Also, FMR's expenses of
providing investment and other services to the Portfolios may be reduced.
If a Portfolio's investment in a Pooled Fund were to reduce FMR's expenses
materially, the Trustees would consider whether a reduction in FMR's
management fee would be appropriate if and when Pooled Fund operation
occurs.
PROPOSED FUNDAMENTAL POLICY. In order to permit the Portfolios to invest
in a Pooled Fund at a future date, the Trustees recommend that each
Portfolio adopt the following fundamental policy:
"The Portfolio may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the
Portfolio."
If the Proposal is adopted, the trustees intend to adopt a non-fundamental
investment limitation for each Portfolio which states:
"The Portfolio does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the Portfolio."
CONCLUSION. After consideration of the relevant factors, the Board of
Trustees has determined that it is appropriate for shareholders to adopt a
new fundamental policy that would permit each Portfolio, subject to future
review by the Board of Trustees as described above, to invest all of its
assets in an open-end investment company with substantially the same
fundamental investment objective. policies, and limitations as the
Portfolio.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 6 through 14 is to revise several of the
Portfolios' investment limitations to conform to limitations which are
expected to become standard for all funds managed by FMR. The Board of
Trustees has asked FMR to analyze the investment limitations of the
Fidelity funds, and, where practical and appropriate to a fund's investment
objective, to adopt standard non-fundamental limitations and to propose to
shareholders elimination of certain fundamental limitations or adoption of
standard fundamental limitations. FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental and non-fundamental
investment limitations. Except as noted in the proposals, the new or
revised limitations are not likely to have any impact on the investment
techniques employed by the Portfolios at this time. However, they will
contribute to the overall objectives of standardization.
6. TO ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING SHORT SALES OF SECURITIES.
Retirement Money Market Portfolio and Retirement Government Money Market
Portfolio's current fundamental investment limitation regarding short sales
of securities states:
"The Portfolio may not:
sell securities short, unless it owns, or by virtue of ownership of other
securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts are not deemed to constitute short sales;"
Current fundamental language for the remaining three portfolios (U.S
Government, U.S. Treasury, and Domestic Money Market ) regarding short
sales of securities states as follows:
"The Portfolio may not:
make short sales of securities;"
The Trustees recommend that shareholders vote to eliminate these
fundamental investment limitations. If the proposal is approved, the
Trustees intend to adopt the following non-fundamental limitation that
could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive differences between it and the current limitation.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security.
The proposed non-fundamental investment limitation on short sales provides
that each Portfolio may not engage in short sales of securities unless it
owns securities equivalent in kind and amount to the securities sold
short. This investment technique is known as a short sale "against the
box." If the proposal is approved, the Trustees intend to adopt the
following non-fundamental investment limitation on short selling, which
would permit short sales against the box:
"The Portfolio does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
The proposed non-fundamental limitation would clarify that transactions
in options are not deemed to constitute selling securities short. The
current fundamental language for U.S. Government Portfolio, U.S. Treasury
Portfolio, and Domestic Money Market Portfolio prohibits the portfolios
from selling securities short under any circumstances. In order to make the
limitations of these Portfolios consistent with the more flexible
retirement Portfolios, the Board of Trustees has proposed language which
will allow all five Portfolios to sell securities short under certain
circumstances, without significantly altering the Trust's investment
objectives and policies.
Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. If the
proposal is approved, however, the Board of Trustees would be able to
change the proposed non-fundamental limitation in the future, without a
vote of shareholders. For example, the Trustees may vote to change
the limitation if state regulations were to change to permit other types of
short sales.
CONCLUSION. The Board of Trustees believes that the efforts to standardize
each Portfolio's investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders. Accordingly,
the Board of Trustees recommends voting FOR the proposal to eliminate each
Portfolio's fundamental investment limitation regarding short sales of
securities. If approved, the new non-fundamental limitation will become
effective on the closing date. If the proposal is not approved by a
Portfolio, that Portfolio's current limitation will remain unchanged.
7. TO ELIMINATE U.S. GOVERNMENT PORTFOLIO'S, U.S. TREASURY PORTFOLIO'S AND
DOMESTIC MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENT IN OTHER INVESTMENT COMPANIES.
U.S. Government Portfolio's, U.S. Treasury Portfolio's and Domestic Money
Market Portfolio's current fundamental investment limitation concerning
investment in other investment companies states:
"The Portfolio may not:
purchase the securities of other investment companies or investment
trusts;"
The Trustees recommend that shareholders of each Portfolio vote to
eliminate the above fundamental investment limitation. If the proposal is
approved, the Trustees intend to replace the current fundamental limitation
with the following non-fundamental limitation, which could be changed
without a vote of shareholders:
"The Portfolio does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger;"
The ability of mutual funds to invest in other investment companies is
restricted by rules under the 1940 Act, including a rule limiting such
investments to 10% of a fund's total assets, having an aggregate value in
excess of 5% of the value of the total assets of the acquiring company, 3%
of the total outstanding voting stock of the acquired investment company,
and by some state regulations. The proposal would permit the funds to
invest in securities of other investment companies (but not open-end mutual
funds), subject to those rules and regulations. Any securities issued by
other investment companies would also have to meet the Portfolios' credit
and maturity standards, as well as the requirements of Rule 2a-7 under the
1940 Act. Other investment companies will incur expenses that are
comparable to expenses paid by the Portfolios, which should be taken into
account in considering investments in such securities.
CONCLUSION. The Board of Trustees believes that the efforts to standardize
the Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders. Accordingly,
the Board of Trustees recommends voting FOR the proposal to eliminate each
Portfolio's fundamental investment limitation regarding investments in
other investment companies. If approved, the new non-fundamental limitation
will become effective on the closing date. If the proposal is not approved
by a Portfolio's shareholders, then the current limitation will remain
unchanged.
8. TO ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING MARGIN PURCHASES.
Domestic Money Market Portfolio, U.S Treasury Portfolio and U.S.
Government Portfolio each have a current fundamental investment limitation
concerning purchasing securities on margin which states:
"The Portfolio may not:
purchase securities on margin (but a Portfolio may obtain such credits as
may be necessary for the clearance of purchases and sales of securities);"
Similarly, Retirement Money Market Portfolio, and Retirement Government
Money Market Portfolio each have a current fundamental investment
limitation concerning purchasing securities on margin which states:
"The Portfolio may not:
purchase securities on margin, except that the Portfolio may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that the Portfolio may make initial and variation margin payments
in connection with transactions in futures contracts and options on futures
contracts;"
The Trustees recommend that shareholders vote to eliminate both of the
above fundamental investment limitations. If the proposal is approved, the
Trustees intend to adopt a non-fundamental limitation that could be changed
without a vote of shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with its broker as collateral against this loan. Each
Portfolio's current fundamental limitation prohibits the Portfolio from
purchasing securities on margin, except for initial and variation margin
payments made in connection with the purchase and sale of futures contracts
and options on futures contracts. Mutual funds are also permitted to obtain
such short-term credits as may be necessary for the clearance of
transactions. The proposed non-fundamental limitation includes this
exception. With these exceptions, mutual funds are prohibited from entering
into most types of margin purchases by applicable SEC policies.
Subject to shareholder approval, the Trustees intend to adopt the
following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"The Portfolio does not currently intend to purchase securities on margin,
except that the Portfolio may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin."
Although elimination of each Portfolio's fundamental limitation on margin
purchases is unlikely to affect the Portfolio's investment techniques at
this time, the Portfolios may alter their investment practices in the
future in the event of a change in federal regulatory requirements. The
Board of Trustees believes that efforts to standardize the Portfolios'
investment limitations will facilitate FMR's investment compliance efforts
(see "Adoption of Standardized Investment Limitations" on page ) and are in
the best interests of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
each Portfolio's fundamental investment limitation regarding margin
purchases. If approved, the new non-fundamental limitation will become
effective on the closing date. If the proposal is not approved, each
Portfolio's current limitation will remain unchanged.
9. TO AMEND U.S. GOVERNMENT PORTFOLIO'S, U.S. TREASURY PORTFOLIO'S AND
DOMESTIC MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATIONS
REGARDING DIVERSIFICATION.
The current investment limitation regarding diversification for U.S.
Government Portfolio, U.S Treasury Portfolio and Domestic Money Market
Portfolio reads:
"The Portfolio may not:
purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, 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;"
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following fundamental investment limitation governing
diversification:
"The Portfolio may not:
with respect to 75% of the Portfolio's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed as to
principal by the U.S. government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the Portfolio's
total assets would be invested in the securities of that issuer, or (b) the
Portfolio would hold more than 10% of the outstanding voting securities of
that issuer;"
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation governing
diversification.
"The Portfolio does not currently intend to purchase a security (other
than a security 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 the securities of a single issuer; provided
that the Portfolio may invest up to 10% of its total assets in the first
tier securities of a single issuer for up to three business days;"
The amendment of the fundamental language proposed above increases
the efficiency of the operation and monitoring of the Fund, and in turn
allows for the improvement of the quality of services performed by FMR on
behalf of shareholders of each Portfolio . Adoption of new
non-fundamental language facilitates a more expeditious, less costly
implementation of policies consistent with any regulatory changes
which affect the Fund, which, in turn, benefits the shareholders.
The Board of Trustees believes that the efforts to standardize the
Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to amend the
above-referenced Portfolios' fundamental investment limitation regarding
diversification. If approved, the amended fundamental limitation
will become effective on the closing date. If the proposal is not approved,
each Portfolio's current limitation will remain unchanged.
10. TO AMEND RETIREMENT MONEY MARKET PORTFOLIO'S AND RETIREMENT GOVERNMENT
MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATIONS REGARDING
LENDING.
Current language regarding loans for both Retirement Money Market
Portfolio and Retirement Government Money Market Portfolio states:
"The Portfolio may not . . .
lend any security or make any other loan if, as a result, more than 331/3%
of the Portfolio's total assets would be lent to other parties, except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio securities."
The Trustees recommend that shareholders vote to replace this limitation
with the following new fundamental investment limitation governing loans:
"The Portfolio may not . . .
lend any security or make any other loan if, as a result, more than 331/3%
of the Portfolio's total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements."
The primary purpose of the proposal is to revise the Portfolio's
fundamental lending limitations to conform to a limitation that is expected
to become standard for all funds managed by FMR. Although adoption of the
new lending limitation is not likely to have a significant impact on the
investment techniques employed by either Portfolio, it will contribute to
the overall objectives of standardization. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the new
fundamental lending limitation cannot be changed without a vote of
shareholders.
The proposed amended limitation also provides specific authority for the
Portfolio to acquire an entire issue of debt securities, whether privately
or publicly offered. Ordinarily, if a Portfolio purchases an entire issue
of debt securities, there may be greater risks associated with liquidity
and availability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the Portfolio's daily share price.
The Board of Trustees believes that the efforts to standardize the
Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to amend the
above-referenced Portfolios' fundamental investment limitation regarding
lending. If approved, the new fundamental limitation will become effective
on the closing date. If the proposal is not approved, each Portfolio's
current limitation will remain unchanged.
11. TO AMEND RETIREMENT MONEY MARKET PORTFOLIO'S AND RETIREMENT GOVERNMENT
MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
SENIOR SECURITIES.
Both Retirement Money Market Portfolio's and Retirement Government Money
Market Portfolio's current fundamental investment limitation regarding the
issuance of senior securities states as follows:
"The Portfolio may not . . .
issue bonds or any other class of securities preferred over shares of the
Portfolio in respect of the Portfolio's assets or earnings, provided that
the Trust may establish additional series or classes of shares in
accordance with its Declaration of Trust."
The Trustees recommend that shareholders vote to replace this limitation
with the following new fundamental investment limitation governing the
issuance of senior securities:
"The Portfolio may not . . .
issue senior securities, except as permitted under the Investment Company
Act of 1940."
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as a
class of security preferred over other shares of a portfolio with
respect to the portfolio's assets or earnings. It generally does not
include temporary or emergency borrowings by a portfolio (which might occur
to meet shareholder redemption requests) in accordance with federal law and
the portfolio's investment limitations. Various investment techniques which
obligate a portfolio to pay money at a future date (e.g. the purchase of
securities for settlement on a date that is longer than normal)
occasionally raise questions as to whether a "senior security" is created.
A Portfolio utilizes such techniques only in accordance with applicable
regulatory requirements under the 1940 Act.
Although adoption of an amended senior securities limitation is not likely
to have any impact on the investment techniques employed by the Portfolios,
it will contribute to the overall objectives of standardization. (See
"Adoption of Standardized Investment Limitations" on page .) If the
proposal is approved, the new fundamental senior securities limitation
cannot be changed without a vote of the Portfolios' shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
adopt the new limitation concerning the issuance of senior securities.
If approved t he amended fundamental limitation will become
effective on the closing date. If the proposal is not approved, the
Portfolios' current limitation will remain unchanged.
12. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION REGARDING
BORROWING.
Each Portfolio's current fundamental investment limitation regarding
borrowing states:
"The Portfolio may not:
borrow money, except that a Portfolio may borrow money for temporary or
emergency purposes (not for leveraging or investment), or engage in reverse
repurchase agreements in an amount not exceeding 33 1/3% of the value of
its total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed 33 1/3% of the value
of the Portfolio's total assets by reason of a decline in net assets will
be reduced within three days to the extent necessary to comply with the 33
1/3% limitation;"
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following amended fundamental investment limitation
governing borrowing:
"The Portfolio may not:
borrow money, except that the Portfolio may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment), and (ii) engage
in reverse repurchase agreements for any purpose; provided that (i) and
(ii) in combination do not exceed 33 1/3% of the Portfolio's total assets
(including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;"
The proposed amended limitation would require each Portfolio to reduce
borrowings that come to exceed 33 1/3% of total assets for any reason,
within three days excluding Sundays and holidays. Under the current
limitation, the Portfolios must reduce borrowings that come to exceed 33
1/3% of total assets only by reason of a decline in net assets.
The proposal would also act to revise each Portfolio's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by FMR. Adoption of the proposed limitation
concerning borrowing is not expected to affect the way in which the
Portfolios are managed, but rather it will contribute to the overall
objective of standardization.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each Portfolio. Accordingly, the Trustees recommend
that shareholders of the Portfolios vote FOR the proposed amendment. The
amended fundamental limitation, upon shareholder approval, will
become effective on the closing date. If the proposal is not approved, each
Portfolio's current limitation will remain unchanged.
13. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
REAL ESTATE.
Domestic Money Market Portfolio, U.S. Treasury Portfolio, and U.S.
Government Portfolio each have a fundamental investment limitation
regarding real estate which currently states:
"The Portfolio may not:
buy or sell real estate or securities issued by real estate investment
trusts;"
Retirement Money Market Portfolio, and Retirement Government Money Market
Portfolio each have a fundamental investment limitation regarding real
estate which currently states:
"The Portfolio may not:
purchase or sell real estate unless acquired as a result of ownership of
securities (but this shall not prevent the Portfolio from purchasing
marketable securities issued by companies or other entities or investment
vehicles that deal in real estate or interests therein, nor shall this
prevent the Portfolio from purchasing interests in pools or real estate
mortgage loans);"
Subject to shareholder approval, the Trustees intend to replace their
limitations with the following fundamental investment limitation governing
purchases and sales of real estate.
"The Portfolio may not:
purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);"
The primary purpose of the proposed amendment is to clarify the types of
securities in which each Portfolio is authorized to invest and to conform
each Portfolio's fundamental real estate limitation to a limitation that is
expected to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new limitation may not be changed without a vote of
shareholders.
For Domestic Money Market Portfolio and Retirement Money Market Portfolio,
the proposal would permit investments in securities issued by real estate
investment trusts, if they meet the portfolio's quality and maturity
standards and the requirements of Rule 2a-7. The Portfolios have no
immediate plans to purchase securities issued by real estate investment
trusts; however, they would be allowed to do so in the future if suitable
investment opportunities become available. In all other respects, adoption
of the proposed limitation on real estate is not expected to affect the way
in which the Portfolios are managed or the securities or instruments in
which each Portfolio invests. The Portfolios do not expect to acquire real
estate. However, the proposed amendment would clarify two points. First,
the proposed limitation would make explicit that each Portfolio may acquire
an instrument whose interest and principal may be secured by a mortgage or
other right to foreclose on real estate in the event of default. Second,
the proposed limitation would clarify that each Portfolio may invest
without limitation in securities issued or guaranteed by companies engaged
in acquiring, constructing, financing, developing, or operating real estate
projects, subject to the Portfolio's investment objective and other
policies and limitations.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each Portfolio by providing more investment
flexibility. Accordingly, the Trustees recommend that shareholders vote FOR
the proposal. The amended limitation, upon shareholder approval, will
become effective on the closing date. If the proposal is not approved, each
Portfolio's current limitation will remain unchanged.
14. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
PURCHASES AND SALES OF COMMODITIES.
Domestic Money Market Portfolio, U.S. Treasury Portfolio, and U.S.
Government Portfolio each have a fundamental investment limitation
regarding commodities which states:
"The Portfolio may not:
buy or sell commodities, or commodity (futures) contracts;"
Retirement Money Market Portfolio, and Retirement Government Money Market
Portfolio's fundamental investment limitation regarding commodities each
states:
"The Portfolio may not:
purchase or sell physical commodities unless acquired as a result of owner
ship of securities (but this shall not prevent the Portfolio from
purchasing and selling futures contracts);"
Subject to shareholder approval, the Trustees intend to replace these
limitations with the following fundamental investment limitation governing
purchases and sales of commodities:
"The Portfolio may not:
purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments;"
The primary purpose of the proposed amendment is to clarify the securities
in which each Portfolio is authorized to invest and to revise each
Portfolio's fundamental limitation on sales of commodities so that it
conforms to a limitation which is expected to become standard for all funds
managed by FMR (see "Adoption of Standardized Investment Limitations" on
page ). If the proposal is approved, the new limitation may not be changed
without a future vote of shareholders.
Adoption of the proposed limitation on sales of commodities is not
expected to affect the way in which each Portfolio is managed, the
investment performance of each Portfolio, or the securities or instruments
in which each Portfolio invests. The Portfolios do not expect to sell
commodities. However, the proposed limitation would clarify that , although
each Portfolio may not sell commodities outright, it may sell commodities
that have been acquired as a result of ownership of securities or other
instruments.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
amend each Portfolio's fundamental limitation relating to the purchase and
sale of physical commodities. The amended fundamental limitation,
upon shareholder approval, will become effective on the closing date. If
the proposal is not approved by shareholders of a Portfolio, that Portfolio
will maintain the current fundamental limitation regarding physical
commodities.
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.
CURRENT MANAGEMENT CONTRACTS
Each Portfolio employs FMR to furnish investment advisory and other
services to each Portfolio. Under FMR's m anagement c ontract
with each Portfolio, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of each
Portfolio in accordance with its investment objective, policies and
limitations. FMR also provides each Portfolio with all necessary office
facilities, equipment and personnel for servicing the Portfolios'
investments and maintaining their organization, and compensates all
officers of the Trust, all Trustees who are "interested persons" of the
Trust or of FMR, and all the personnel of the Trust performing services
relating to research, statistical and investment activities. In addition,
FMR or its affiliates, subject to the supervision of the Board of Trustees,
provides the management and administrative services necessary for the
operation of each Portfolio. These services include providing facilities
for maintaining each Portfolio's organization, supervising relations with
the custodians, transfer and pricing agents, accountants, underwriters and
other persons dealing with the Portfolios, preparing all general
shareholder communications and conducting shareholder relations,
maintaining the Trust's records and the registration of each Portfolio's
shares under federal and state securities laws, developing management and
shareholder services for each Portfolio and furnishing reports, evaluations
and analyses on a variety of subjects to the Trustees.
FMR pays certain expenses of the Trust as described herein. Specific
expenses payable by FMR include, without limitation, the fees and expenses
of registering and qualifying the Portfolios and their shares for
distribution under federal and state securities laws; expenses of
typesetting for printing prospectuses; custodian charges; auditing and
legal expenses; insurance expense; association membership dues; the expense
of reports to shareholders; shareholder meetings; and proxy solicitations.
Fidelity Investments Institutional Operations Company ( FIIOC )
performs transfer agency, dividend disbursing and shareholder servicing
functions for each Portfolio, the costs of which services are borne by FMR
pursuant to its m anagement c ontract with each Portfolio.
Fidelity Service Company ( Service ) calculates each
Portfolio's NAV and dividends, maintains the Trust's general accounting
records, and administers the Trust's securities lending program on behalf
of Domestic Money Market Portfolio. Both FIIOC and Service are affiliates
of FMR.
FMR pays all other expenses of the Trust with the following exceptions:
the payment of fees and expenses of all Trustees of the Trust who are not
"interested persons" of the Trust or FMR; brokerage fees or commissions (if
any); interest on borrowings; taxes; and such extraordinary non-recurring
expenses as may arise, including litigation to which the Trust may be a
party.
For these services and the payment by FMR of the Trust's expenses, each
Portfolio pays a monthly management fee to FMR at the annual rate of .42%
of the average net assets of the Portfolio throughout the month pursuant to
a m anagement c ontract approved by the shareholders on October
30, 1986 for U.S. Treasury, U.S. Government and Domestic Money Market
Portfolio, and October 29, 1989 for Retirement Money Market and Retirement
Government Money Market Portfolio . The management fees paid to FMR are
reduced by an amount equal to the fees and expenses of those Trustees who
are not "interested persons" of the Trust or FMR.
During each Portfolio's fiscal years ended 1994, 1993, and 1992 ,
FMR received the payments shown below for its services as investment
adviser to each Portfolio.
U.S. TREASURY PORTFOLIO
Fiscal Year Ended Management Fee
08/31/94 $ 693,283
08/31/93 761,083
08/31/92* 705,658
U.S. GOVERNMENT PORTFOLIO
Fiscal Year Ended Management Fee
08/31/94 $ 726,413
08/31/93 1,247,037
08/31/92* 1,316,958
DOMESTIC MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fee
08/31/94 $ 1,781,535
08/31/93 2,893,862
08/31/92* 2,796,308
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fee
08/31/94 $ 6,327,789
08/31/93 5,612,942
08/31/92* 3,896,716
RETIREMENT MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fee
08/31/94 $ 9,368,441
08/31/93 6,964,571
08/31/92* 5,031,599
* On July 16, 1992, the Trustees of the Trust approved a change in the
fiscal year end of the Trust to August 31.
SUB-ADVIS E R. FMR has entered into a sub-advisory agreement with FMR
Texas pursuant to which FMR Texas has primary responsibility for providing
portfolio investment management services to each Portfolio. Under the
sub-advisory agreement, FMR pays FMR Texas fees equal to 50% of the
management fee payable to FMR under its management contract with each
Portfolio. The fees paid to FMR Texas are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to time.
Sub-advisory Fees Paid by FMR
To FMR Texas For the Fiscal Years Ended:
8/31/94 8/31/93 8/31/92*
U.S. Treasury Portfolio $ 346,642 $ 380,542 $ 352,829
U.S. Government $ 363,207 $ 623,519 $ 658,479
Portfolio
Domestic Money $ 890,768 $ 1,446,931 $ 1,398,154
Market Portfolio
Retirement $ 3,163,895 $ 2,806,471 $ 1,948,358
Government Money
Market Portfolio
Retirement Money $ 4,684,221 $ 3,482,286 $ 2,515,800
Market Portfolio
* On July 16, 1992, the Trustees of the Trust approved a change in the
fiscal year end of the Trust to August 31.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies whose net assets as of August 31 ,
1994, were in excess of $250 billion. The Fidelity family of funds
currently includes a number of funds with a broad range of investment
objectives and permissible portfolio compositions. The Boards of these
funds are substantially identical to that of the Trust. In addition, FMR
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors. Information concerning the advisory
fees, net assets, and total expenses of the funds advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in Exhibit
3.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
both wholly owned subsidiaries of FMR formed in 1986, supply investment
research information, and may supply portfolio management services to FMR
in connection with certain funds advised by FMR. FMR Texas, a wholly owned
subsidiary of FMR formed in 1989, supplies portfolio management and
research services in connection with certain money market funds advised by
FMR.
FMR, its officers and directors, its affiliated companies and personnel,
and the Trustees may , from time to time have transactions with
various banks, including the custodian banks for certain of the funds
advised by FMR. Those transactions which 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 Consolidated Statement of Financial Condition of Fidelity Management &
Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page .
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Leland Barron, Robert Litterst, Gary L. French, Arthur S.
Loring, and Thomas D. Maher are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello , Mr. Maher, and Robert Litterst all of these persons are
stockholders of FMR Corp. FMR's address is 82 Devonshire Street, Boston,
Massachusetts 02109, which is also the address of the Directors of FMR.
All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, Service, which is the transfer
and shareholder servicing agent for certain of the retail funds advised by
FMR, FIIOC , which performs shareholder servicing functions for
certain institutional customers, and Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within the
Fidelity organization. Messrs. Johnson 3d, Burkhead, William L. Byrnes,
James C. Curvey, Caleb Loring, Jr., and Ms. Abigail P. Johnson are the
Directors of FMR Corp. On August 31 , 1994, Messrs. Johnson 3d,
Burkhead, Curvey, and Loring, Jr. and Ms. Johnson owned approximately 24%,
3%, 3%, 13% and 24%, respectively, of the voting common stock of FMR Corp.
In addition, various Johnson family members and various trusts for the
benefit of Johnson family members, for which Messrs. Burkhead, Curvey, or
Loring, Jr. are Trustees, owned in the aggregate approximately 32% of the
voting common stock of FMR Corp. Messrs. Johnson 3d, Burkhead, and Curvey
owned approximately 2%, 3% and 2%, respectively, of the non-voting common
and equivalent stock of FMR Corp. In addition, various trusts for the
benefit of members of the Johnson family, for which Mr. Loring, Jr. is the
sole Trustee, and other trusts for the benefit of Johnson family members,
through limited partnership interests in a partnership the corporate
general partner of which is controlled by Mr. Johnson 3d., Mr. Loring, Jr.,
and other Johnson family members, together owned approximately 43% of the
non-voting common and equivalent stock of FMR Corp. Through ownership of
voting common stock, Edward C. Johnson 3d (President and a Trustee of the
trust), Johnson family members, and various trusts for the benefit of the
Johnson family form a controlling group with respect to FMR Corp.
During the period September 1, 1993 through August 31 , 1994
the following transactions were entered into by officers and/or Trustees of
the funds or of FMR Corp. involving more than 1% of the voting common,
non-voting common and equivalent stock, or preferred stock of FMR Corp. Mr.
Edward C. Johnson 3rd converted 2,064 of voting common stock into 2,064
shares of non-voting common stock. Mr. Caleb Loring, Jr. purchased 1,064 of
voting common stock with a cash payment of approximately $166,000.
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. Under the
sub-advisory agreement with FMR Texas, FMR pays FMR Texas a fee equal to
50% of the management fee retained by FMR under its effective
m anagement c ontract with each Portfolio . For the
fiscal year ended August 31, 1994, FMR paid to FMR Texas fees of $346,642
for U.S. Treasury Portfolio, $363,207 for U.S. Government Portfolio,
$890,768 for Domestic Money Market Portfolio, $3,163,895 for Retirement
Government Money Market Portfolio, and $4,684,221 for Retirement Money
Market Portfolio.
The Statement of Financial Condition of FMR Texas as of December 31, 1993
is shown beginning on page .
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman, and J. Gary
Burkhead, President. The officers of FMR Texas are Fred L. Henning, Senior
Vice President; Leland Barron, Vice President; Thomas D. Maher, Vice
President; Burnell Stehman, Vice President; John Todd, Vice President;
Sarah H. Zenoble, Vice President; David C. Weinstein, Secretary; and
Charles F. Dornbush, Treasurer. All of these persons, except Thomas D.
Maher, are stockholders of FMR Corp. The principal business address of the
Directors is 82 Devonshire Street, Boston, M assachusetts . The
principal business address of FMR Texas is 400 East Las Colinas Boulevard,
Irving, T exas .
BALANCE SHEETS
The Consolidated Statements of Financial Condition of FMR and of FMR
Texas, as of December 31, 1993 (audited) are shown on pages through . To
the knowledge of FMR and of FMR Texas, there has been no material adverse
change in either of their financial conditions from December 31, 1993 to
the date of this proxy statement. Proxies will no t be voted for
approval of any of the proposals in this proxy statement unless (a) in the
judgment of the Board of Trustees of the T rust there have been no
material changes in the financial conditions of FMR and of FMR Texas,
between December 31, 1993 and the date of the proxy statement, and (b) the
T rust has received a certificate of the Chairman, President, or
Senior Vice President of FMR and of FMR Texas, dated the day on which such
proxies are to be voted, that , to his or her knowledge, since December 31,
1993, there has been no material adverse change in FMR's and FMR Texas'
financial condition which has not been disclosed to shareholders in
additional proxy solicitation material.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each Portfolio by FMR pursuant to authority contained in the
m anagement c ontract s . FMR is also responsible for the
placement of transaction orders for other investment companies and accounts
for which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR will consider various relevant factors, including, but not
limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
broker-dealer firm; the broker-dealer's execution services rendered on a
continuing basis; and the reasonableness of any spreads or commissions.
Each Portfolio may execute portfolio transactions with broker-dealers who
provide research and execution services to each Portfolio or account over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers is made
by FMR (to the extent possible consistent with execution considerations) in
accordance with a ranking of broker-dealers determined periodically by
FMR's investment staff based upon the quality of such brokerage and
research services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of each Portfolio may be useful to FMR in rendering investment
management services to each Portfolio and/or its other clients, and
conversely, such research provided by broker-dealers who have executed
transaction orders on behalf of other FMR clients may be useful to FMR in
carrying out its obligations to each Portfolio. The receipt of such
research has not reduced FMR's normal independent research activities;
however, it enables FMR to avoid the additional expenses that could be
incurred if FMR tried to develop comparable information through its own
efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
Portfolios to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers
viewed in terms of a particular transaction or FMR's overall
responsibilities to the Portfolios and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the Portfolios or shares of other Fidelity
funds, to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Section 11(a) of the Securities Exchange Act of 1934
prohibits members of national securities exchanges from executing exchange
transactions for accounts that they or their affiliates manage, except in
accordance with regulations of the SEC. Pursuant to such regulations, the
Board of Trustees has approved a written agreement in order to permit FBSI
to effect portfolio transactions on national securities exchanges and to
retain compensation in connection with such transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of
each Portfolio and review the commissions paid by each Portfolio over
representative periods of time to determine if they are reasonable in
relation to the benefits to each Portfolio.
From time to time, the Trust's Trustees will review whether the recapture
for the benefit of each Portfolio of some portion of the brokerage
commissions or similar fees paid by each Portfolio on portfolio
transactions is legally permissible and advisable. Each Portfolio seeks to
recapture soliciting dealer fees on the tender of portfolio securities, but
at present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are available
and are legally permissible and, if so, to determine, in the exercise of
their business judgment, whether it would be advisable for each Portfolio
to seek such recapture.
Although the Trustees and officers of the Trust are substantially the same
as those of other funds managed by FMR, investment decisions for the Trust
are made independently from those of other funds advised by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are engaged simultaneously in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases , this system could have a
detrimental effect on the price or volume of the security as far as each
Portfolio is concerned. In other cases, however, the ability of each
Portfolio to participate in volume transactions will produce better
executions and prices for each Portfolio. It is the current opinion of the
Trustees that the desirability of retaining FMR as investment adviser to
each Portfolio outweighs any disadvantages that may be said to exist from
exposure to simultaneous transactions.
Each Portfolio has a Distribution Agreement with Distributors, an
affiliate of FMR. Distributors, a Massachusetts corporation organized July
18, 1960, is a broker-dealer registered under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers,
Inc. The Distribution Agreement calls for Distributors to use all
reasonable efforts, consistent with its other business, to secure
purchasers for shares of each Portfolio. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
Distributors also acts as general distributor for other publicly offered
Fidelity funds.
Each Portfolio has adopted a Distribution and Service Plan (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act (the "Rule"). The Trust's Board
of Trustees adopted the Plan to assure that each Portfolio and FMR may
incur certain expenses that might be considered to constitute indirect
payment by a Portfolio of distribution expenses.
The Plan specifically recognizes that FMR, either directly or through
Distributors, may use its management fee revenue, past profits or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the Portfolios.
In addition, the Plan provides that FMR may use its resources, including
its management fee revenues, to make payments to third parties that provide
assistance in selling shares of the Portfolios or to third parties,
including banks, that render shareholder support services. The Trustees
have not yet authorized any such payments.
As required by the Rule, the Trustees carefully considered all pertinent
factors relating to the implementation of the Plan prior to its approval,
and have determined that there is a reasonable likelihood that the Plan
will benefit the Portfolios and their shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by the Portfolios
other than those made to FMR under the Management Contract with the
Portfolios. To the extent that the Plan gives FMR and Distributors greater
flexibility in connection with the distribution of shares of the
Portfolios, additional shares of each Portfolio's shares may result.
Additionally, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined, in Distributors'
opinion it should not prohibit banks from being paid for shareholder
servicing and recordkeeping functions. Distributors intends to engage banks
only for the purpose of performing such functions. However, changes in
federal or state statutes and regulations pertaining to the permissible
activities of banks and their affiliates or subsidiaries, as well as
further judicial or administrative decisions or interpretations, could
prevent a bank from continuing to perform all or a part of the contemplated
services. If a bank were prohibited from so acting, the Trustees would
consider what actions, if any, should be taken to continue to provide
efficient and effective shareholder services. In such event, changes in the
operation of the Portfolios might occur, including possible termination of
any automatic investment or redemption or other services then being
provided by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences. In
addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and banks and other
financial institutions may be required to register as dealers pursuant to
state law. The Portfolios may execute portfolio transactions with and
purchase securities issued by depository institutions that receive payments
under the Plan. No preference will be shown in the selection of investments
for the instruments of depository institutions.
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 Co., 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.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research Company
(a Wholly-Owned Subsidiary of FMR Corp.):
We have audited the accompanying consolidated statement of financial
condition of Fidelity Management & Research Company as of December 31,
1993. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the consolidated financial position of Fidelity
Management & Research Company as of December 31, 1993, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________
ASSETS
($000)
Cash and cash equivalents $ 109
Management fees receivable 103,826
Invested assets:
Managed funds (market value $59,845,000) 56,416
Other investments (fair value $25,816,000) 20,822
Property and equipment, net 141,584
Deferred income taxes 35,910
Note receivable from affiliate 11,250
Prepaid expenses and other assets 9,597
Total Assets $ 379,514
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to mutual funds $ 8,580
Accounts payable and accrued expenses 30,349
Payable to parent company 235,232
Other liabilities 3,871
Total Liabilities 278,032
Stockholder's equity:
Common stock, $.30 par value;
authorized 50,000 shares;
issued and outstanding
26,500 shares 8
Additional paid-in capital 50,074
Retained earnings 51,400
Total Stockholder's Equity 101,482
Total Liabilities and Stockholder's Equity $ 379,514
The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
________
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fidelity Management & Research Company and Subsidiaries (the Company)
provide investment management and advisory services and other services
principally for the Fidelity Investments Family of Funds. The Company also
provides computer support and systems development services to affiliated
companies.
On March 1, 1993, ownership of the Company's wholly-owned subsidiary,
Fidelity Investments Institutional Services Company, Inc. was distributed
to the Company's parent. As of that date, this subsidiary had total assets
and stockholder's equity of approximately $73,000,000, and $60,000,000,
respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts of
Fidelity Management & Research Company and its wholly-owned subsidiaries.
All intercompany accounts have been eliminated.
INVESTED ASSETS
Managed funds investments (consisting primarily of Fidelity Mutual Funds)
are carried at the lower of aggregate cost or market. Other investments
consist primarily of investments in limited partnerships which are carried
at cost. Certain restrictions exist with respect to the sale or transfer of
these investments to third parties. For managed funds investments and other
investments, fair value is determined by the quoted market price except in
the case of restricted investments which are valued based on management's
assessment of fair value. When the Company has determined that an
impairment, which is deemed other than temporary, in the market or fair
value of an investment has occurred, the carrying value of the investment
is reduced to its net realizable value.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation of furniture and equipment is computed over the
estimated useful lives of the related assets, which are principally three
to five years, using the straight-line method. Leasehold improvements are
amortized over the lesser of their economic useful lives or the period of
the lease. Maintenance and repairs are charged to operations when incurred.
Renewals and betterments of a nature considered to materially extend the
useful life of the assets are capitalized.
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of (in
thousands):
Furniture $ 1,853
Equipment (principally computer related) 320,141
Leasehold improvements 6,712 328,706
Less: Accumulated depreciation and amortization 187,122
$ 141,584
C. NOTE RECEIVABLE FROM AFFILIATE
On December 2, 1993, the Company issued a non-recourse mortgage to an
affiliate for property located in Irving, Texas. The $11,250,000 note
receivable is due on January 1, 2009, and accrues interest at 7.6325%.
Payments of principal and interest are due monthly.
D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from affiliated companies. Transactions related to these
services are settled, in the normal course of business, through an
intercompany account with the Company's parent, FMR Corp. The terms of
these transactions may not be the same as those which would otherwise exist
or result from agreements and transactions among unrelated parties.
FMR TEXAS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
FMR Texas, Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
We have audited the accompanying statement of financial condition of FMR
Texas, Inc. as of December 31, 1993. This financial statement is the
responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of FMR Texas, Inc. as of
December 31, 1993, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 28, 1994
FMR TEXAS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________
ASSETS
Cash $ 529
Investments (market value $1,290,336) 1,237,971
Property and equipment, net 1,307,550
Deferred income taxes 708,608
Total Assets $ 3,254,658
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accounts payable and accrued expenses $ 33,804
Payable to parent company 1,804,692
Income taxes payable 161,326
Total Liabilities 1,999,822
Stockholder's equity:
Common stock, $1 par value;
authorized 100,000 shares;
issued and outstanding 1,000 shares 1,000
Additional paid-in capital 1,009,585
Retained earnings 244,251
Total Stockholder's Equity 1,254,836
Total Liabilities and Stockholder's Equity $ 3,254,658
The accompanying notes are an integral part
of the statement of financial condition.
FMR TEXAS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________
A. SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
FMR Texas, Inc. (the Company) is a wholly-owned subsidiary of Fidelity
Management & Research Company (the parent). The Company was formed to
provide, under a subadvisory agreement with its parent, investment
management and advisory services.
The Company is a registered investment advisor and receives fees from its
parent for the services provided.
Intercompany transactions with Fidelity Management & Research Company are
settled during the normal course of business. The terms of these
transactions may not be the same as those which would otherwise exist or
result from agreements and transactions among unrelated parties.
INVESTMENTS
Investments, comprised of shares held in mutual funds, are stated at the
lower of aggregate cost or market. The fair value of investments is equal
to the quoted market price.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is computed over the estimated useful lives of
the related assets, which vary from three to five years, using the
straight-line method. Leasehold improvements are amortized over the lesser
of their economic useful life or the period of the lease. Maintenance and
repairs are charged to operations when incurred. Renewals and betterments
of a nature considered to materially extend the useful lives of the assets
are capitalized.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp., the parent company of Fidelity
Management & Research Company.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
FMR TEXAS, INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________
A. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of:
Furniture $ 2,962
Equipment (principally computer related) 796,267
Leasehold improvements 1,518,400
2,317,629
Less: Accumulated depreciation and amortization 1,010,079
$ 1,307,550
EXHIBIT 1
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B) ASSETS (C)
GROWTH AND INCOME
Balanced (3) 7/31/93 $ 2,154.5 0.53% 0.53% 0.93%
Dividend Growth (3) 7/31/93** 9.2 0.62(dagger) - 2.50(dagger)
Global Balanced (1) 7/31/93** 35.7 0.77(dagger) 0.77(dagger) 2.12(dagger)
Growth & Income 7/31/93 5,195.4 0.53 0.53 0.83
Puritan (3) 7/31/93 6,319.2 0.47 0.47 0.74
Advisor Income &
Growth 10/31/93 870.1 0.53 0.53 1.51
International Growth
& Income (2) 10/31/93 301.5 0.77 0.77 1.52
Advisor Equity Portfolio
Income :
Class A (3) 11/30/93 19.1 0.50 0.50 1.77
Institutional Class (3) 11/30/93 167.8 0.50 0.50 0.79
Convertible Securities (3) 11/30/93 782.6 0.53 0.53 0.92
Equity-Income II (3) 11/30/93 3,544.3 0.53 0.53 0.88
Variable Insurance
Products:
Equity-Income 12/31/93 952.1 0.53 0.53 0.62
Equity-Income (3) 1/31/94 6,040.5 0.38 0.38 0.66
Real Estate (3) 1/31/94 417.9 0.63 0.63 1.13
Utilities Income (3) 1/31/94 1,394.4 0.53 0.53 0.86
U.S. Equity Index 2/28/94 1,647.0 0.28 - 0.28
Market Index 4/30/94 300.9 0.45 0.45 0.45
Fidelity Fund (3) 6/30/94 1,545.0 0.41 0.41 0.65
ASSET ALLOCATION
Asset Manager 9/30/93 4,704.2 0.72 0.72 1.09
Asset Manager:
Growth (3)(4) 9/30/93 566.0 0.73 0.63 1.19
Asset Manager:
Income (3)(4) 9/30/93 79.1 0.44 - 0.65
Variable Insurance
Products II:
Asset Manager (3) 12/31/93 1,432.9 0.72 0.72 0.88
Index 500 12/31/93 20.8 0.28 - 0.28
GROWTH
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES
TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE
NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B)
ASSETS (C)
Blue Chip Growth 7/31/93 589.5 0.72 0.72 1.25
Low-Priced Stock (3) 7/31/93 2,048.8 0.76 0.76 1.12
OTC Portfolio 7/31/93 1,202.7 0.74 0.74 1.08
Advisor Strategic
Opportunities (3) 9/30/93 $ 219.2 0.54% 0.54% 1.57%
Destiny I 9/30/93# 2,920.5 0.60(dagger) 0.60(dagger) 0.65(dagger)
Destiny II 9/30/93# 1,100.8 0.71(dagger) 0.71(dagger) 0.84(dagger)
Strategic
Opportunities (3) 9/30/93 19.2 0.54 0.54 0.89
Advisor Emerging Asia
Fund, Inc. (5) 10/31/94** 117.0 1.01(dagger) 1.01(dagger) 1.86(dagger)
Advisor Global
Resources (3) 10/31/93 14.4 0.77 0.77 2.62
Advisor Growth
Opportunities 10/31/93 1,204.5 0.68 0.68 1.64
Advisor Overseas (2) 10/31/93 65.5 0.77 0.77 2.38
Canada (2) 10/31/93 61.1 0.86 0.86 2.00
Capital Appreciation (3) 10/31/93 1,139.1 0.48 0.48 0.86
Disciplined Equity (3) 10/31/93 622.1 0.70 0.70 1.09
Diversified
International (2) 10/31/93 119.1 0.73 0.73 1.47
Emerging Markets (2) 10/31/93 144.4 0.77 0.77 1.91
Europe (2) 10/31/93 488.3 0.64 0.64 1.25
Europe Capital
Appreciation (2) 10/31/94** 231.8 0.78(dagger) 0.78(dagger) 1.58(dagger)
Japan (1) 10/31/93 98.4 0.77 0.77 1.71
Latin America (2) 10/31/93** 114.6 0.77(dagger) 0.77(dagger) 1.94(dagger)
Overseas (2) 10/31/93 1,025.1 0.77 0.77 1.27
Pacific Basin (1) 10/31/93 251.2 0.80 0.80 1.59
Southeast Asia (1) 10/31/93** 139.3 0.77(dagger) 0.71(dagger) 2.00(dagger)
Stock Selector (3) 10/31/93 459.7 0.71 0.71 1.10
Value (3) 10/31/93 1,100.8 0.72 0.72 1.11
Worldwide (2) 10/31/93 148.9 0.78 0.78 1.40
Advisor Equity Portfolio
Growth :
Class A (3) 11/30/93 176.0 0.66 0.66 1.84
Institutiona l Class (3) 11/30/93 226.7 0.66 0.66 0.94
Emerging Growth (3) 11/30/93 620.6 0.80 0.80 1.19
Growth Company (3) 11/30/93 2,119.8 0.75 0.75 1.07
New Millennium 11/30/93** 187.5 0.68(dagger) 0.68(dagger) 1.32(dagger)
Retirement Growth (3) 11/30/93 2,404.1 0.76 0.76 1.05
Congress Street 12/31/93 63.4 0.46 0.46 0.61
Contrafund (3) 12/31/93 4,138.1 0.69 0.69 1.06
Exchange 12/31/93 187.7 0.54 0.54 0.57
Trend (3) 12/31/93 1,296.7 0.65 0.65 0.92
Variable Insurance
Products:
Growth 12/31/93 $ 1,016.0 0.63% 0.63% 0.71%
Overseas (2) 12/31/93 398.7 0.77 0.77 1.03
Mid-Cap Stock (3) 1/31/95** 17.6 0.62(dagger) 0.62(dagger) 2.23(dagger)
Select Portfolios:
Air Transportation (3) 2/28/94 17.8 0.63 0.63 2.31
American Gold 2/28/94 313.4 0.63 0.63 1.49
Automotive (3) 2/28/94 133.8 0.63 0.63 1.68
Biotechnology (3) 2/28/94 549.9 0.63 0.63 1.61
Brokerage and Investment
Management (3) 2/28/94 69.3 0.63 0.63 1.77
Chemicals (3) 2/28/94 27.4 0.63 0.63 1.93
Computers (3) 2/28/94 41.2 0.63 0.63 1.89
Construction and
Housing (3) 2/28/94 42.1 0.63 0.63 1.66
Consumer Products (3) 2/28/94 9.0 0.63 0.49 2.48
Defense and
Aerospace (3) 2/28/94 4.6 0.63 - 2.53
Developing
Communications (3) 2/28/94 177.0 0.63 0.63 1.56
Electronics (3) 2/28/94 54.3 0.63 0.63 1.67
Energy (3) 2/28/94 126.1 0.63 0.63 1.66
Energy Service (3) 2/28/94 94.0 0.63 0.63 1.65
Environmental
Services (3) 2/28/94 56.6 0.63 0.63 2.03
Financial Services (3) 2/28/94 168.8 0.62 0.62 1.63
Food and Agriculture (3) 2/28/94 110.1 0.62 0.62 1.64
Health Care (3) 2/28/94 552.3 0.63 0.63 1.55
Home Finance (3) 2/28/94 224.4 0.63 0.63 1.58
Industrial Equipment (3) 2/28/94 58.2 0.63 0.63 1.68
Industrial Materials (3) 2/28/94 33.8 0.64 0.64 2.08
Insurance (3) 2/28/94 22.4 0.63 0.63 1.93
Leisure (3) 2/28/94 88.1 0.63 0.63 1.53
Medical Delivery (3) 2/28/94 105.8 0.63 0.63 1.79
Multimedia (3) (6) 2/28/94 62.8 0.63 0.63 1.63
Natural Gas (3) 2/28/94** 45.1 0.63(dagger) 0.63(dagger) 1.93(dagger)
Paper and Forest
Products (3) 2/28/94 27.0 0.64 0.64 2.07
Precious Metals and
Minerals (3) 2/28/94 378.4 0.63 0.63 1.55
Regional Banks (3) 2/28/94 201.0 0.62 0.62 1.60
Retailing (3) 2/28/94 $ 57.7 0.62% 0.62% 1.83%
Software and Computer
Services (3) 2/28/94 172.2 0.63 0.63 1.57
Technology (3) 2/28/94 163.4 0.63 0.63 1.54
Telecommunications (3) 2/28/94 353.3 0.63 0.63 1.53
Transportation (3) 2/28/94 10.5 0.63 0.63 2.39
Utilities (3) 2/28/94 310.9 0.63 0.63 1.35
Magellan (3) 3/31/94 29,816.4 0.76 0.76 0.99
Small Cap Stock 4/30/94** 572.2 0.68(dagger) 0.68(dagger) 1.18(dagger)
Fidelity Fifty (3) 6/30/94 44.2 0.63 0.63 1.58
CURRENCY PORTFOLIOS
Deutsche Mark
Peformance, L.P. 12/31/93 8.4 0.50 - 1.50
Sterling
Performance, L.P. 12/31/93 3.0 0.50 - 1.50
Yen Performance, L.P. 12/31/93 4.0 0.50 - 1.50
INCOME
Ginnie Mae 7/31/93 953.2 0.47 0.47 0.80
Mortgage Securities 7/31/93 428.9 0.47 0.47 0.76
Spartan Limited Maturity
Government 7/31/93 1,653.7 0.65 0.65 0.65
Spartan Ginnie Mae 8/31/93 766.9 0.65 0.41 0.41
Government Securities 9/30/93** 616.6 0.47(dagger) 0.47(dagger)
0.69(dagger)
Short-Intermediate
Government 9/30/93 167.6 0.47 0.18 0.61
Spartan Investment
Grade Bond (3) 9/30/93 59.1 0.65 0.65 0.65
Spartan Short-Term
Income (3) 9/30/93 547.0 0.65 0.20 0.20
Advisor Government
Investment 10/31/93 40.8 0.46 - 0.68
Advisor High Yield 10/31/93 299.1 0.51 0.51 1.11
Advisor Short Fixed
Income 10/31/93 359.6 0.47 0.47 0.95
Advisor Institutional
Limited Term Bond:
Class A 11/30/93 174.3 0.42 0.42 0.64
Institutional Class 11/30/93 22.5 0.42 0.42 1.23
Institutional Short-
Intermediate
Government:
Class I 11/30/93 $ 255.2 0.45% 0.45% 0.45%
Class II 11/30/94** .1 0.45(dagger) 0.45(dagger) 0.70(dagger)
Advisor Emerging
Markets Income 12/31/94** 6.2 0.71(dagger) - 1.50(dagger)
Global Bond (2) 12/31/93 434.1 0.71 0.71 1.17
New Markets Income (2) 12/31/93** 114.6 0.71(dagger) 0.28(dagger)
1.24(dagger)
Short-Term World
Income (2) 12/31/93 400.1 0.62 0.62 1.00
Spartan Bond
Strategist (3) 12/31/93** 15.4 0.70(dagger) 0.70(dagger) 0.70(dagger)
Variable Insurance
Products:
High Income 12/31/93 343.1 0.51 0.50 0.64
Variable Insurance
Products II:
Investment Grade
Bond 12/31/93 98.9 0.47 0.47 0.68
Spartan Long-Term
Government Bond 1/31/94 85.8 0.65 0.65 0.65
U.S. Bond Index 2/28/94 190.2 0.32 - 0.32
Capital & Income (3) 4/30/94 2,644.6 0.71 0.71 0.97
Intermediate Bond (3) 4/30/94 1,782.5 0.31 0.31 0.64
Investment Grade Bond (3) 4/30/94 1,026.3 0.41 0.41 0.74
Short-Term Bond (3) 4/30/94 2,230.0 0.46 0.46 0.80
Spartan Government
Income 4/30/94 397.4 0.65 0.65 0.65
Spartan High Income 4/30/94 671.4 0.75 0.75 0.75
Spartan Short-Intermediate
Government 4/30/94 61.7 0.65 0.10 0.10
The North Carolina Capital
Management Trust:
Term Portfolio 6/30/94 74.1 0.41 0.41 0.41
MONEY MARKET
Daily Money Fund:
Capital Reserves:
Money Market (4) 7/31/93 443.3 0.50 0.31 0.95
U.S. Government
Money Market (4) 7/31/93 269.5 0.50 0.38 0.95
Money Market (4) 7/31/93 1,554.7 0.50 0.50 0.61
U.S. Treasury (4) 7/31/93 $ 2,841.7 0.50% 0.50% 0.57%
U.S. Treasury
Income (4) 7/31/93 1,166.9 0.42 0.20 0.20
Spartan U.S. Treasury
Money Market (4) 7/31/93 2,138.9 0.55 0.42 0.42
Daily Income Trust (4) 8/31/93 2,302.8 0.30 0.30 0.57
Money Market Trust:
Domestic Money
Market (4) 8/31/93 690.3 0.42 0.42 0.42
Retirement Government
Money Market (4) 8/31/93 1,338.8 0.42 0.42 0.42
Retirement Money
Market (4) 8/31/93 1,661.1 0.42 0.42 0.42
U.S. Government (4) 8/31/93 297.5 0.42 0.42 0.42
U.S. Treasury (4) 8/31/93 181.5 0.42 0.42 0.42
U.S. Government
Reserves (4) 9/30/93 1,139.5 0.43 0.43 0.73
Cash Reserves (4) 11/30/93 9,761.4 0.14 0.13 0.48
State and Local Asset
Management Series:
Government Money
Market (4) 11/30/93 844.5 0.43 0.43 0.43
Variable Insurance
Products:
Money Market (4) 12/31/93 307.3 0.14 0.13 0.22
Select Money Market (4) 2/28/94 462.6 0.13 0.13 0.72
Institutional Cash:
Domestic Money
Market (4) 3/31/94 762.8 0.20 0.12 0.18
Money Market :
Class A (4) 3/31/94 5,263.1 0.20 0.15 0.18
Class B (4) 3/31/94** 34.4 0.20(dagger) 0.15(dagger) 0.50(dagger)
U.S. Government (4) 3/31/94 4,830.3 0.20 0.14 0.18
U.S. Treasury (4) 3/31/94 1,898.0 0.20 0.15 0.18
U.S. Treasury II:
Class A (4) 3/31/94 4,916.5 0.20 0.14 0.18
Class B (4) 3/31/94** 1.5 0.20(dagger) 0.14(dagger) 0.50(dagger)
Spartan Money Market (4) 4/30/94 4,512.4 0.45 0.31 0.31
Spartan U.S. Governmenrt
Money Market (4) 4/30/94 799.3 0.45 0.45 0.45
The North Carolina
Capital Management Trust:
Cash Portfolio (4) 6/30/94 1,391.7 0.39 0.39 0.39
TAX-EXEMPT INCOME
Daily Money Fund:
Capital Reserves:
Municipal Money
Market (4) 7/31/93 $ 91.7 0.50% 0.22% 0.95%
Spartan Aggressive
Municipal 8/31/93** 6.4 0.60(dagger) 0.60(dagger) 0.60(dagger)
Spartan Intermediate
Municipal 8/31/93** 82.6 0.55(dagger) - -
Spartan Maryland
Municipal Income 8/31/93** 13.4 0.55(dagger) - -
Spartan Municipal
Income 8/31/93 869.8 0.55 0.47 0.47
Spartan Municipal
Money Market (4) 8/31/93 1,561.2 0.50 0.27 0.27
Spartan Short-
Intermediate
Municipal 8/31/93# 819.9 0.55(dagger) 0.55(dagger) 0.55(dagger)
Advisor High Income
Municipal 10/31/93 316.4 0.42 0.42 0.92
Daily Tax-Exempt
Money (4) 10/31/93 504.9 0.50 0.50 0.61
Spartan New Jersey
Municipal Money
Market (4) 10/31/93 329.1 0.50 0.44 0.44
Tax-Exempt Money
Market Trust (4) 10/31/93 2,789.6 0.27 0.27 0.49
Advisor Institutional
Limited Term
Tax-Exempt:
Class A 11/30/93 22.1 0.42 0.24 0.65
Institutional Class 11/30/93 15.4 0.42 - 0.90
Advisor Short-Inter-
Mediate Tax Exempt 11/30/94** 6.5 0.41(dagger) - 0.75(dagger)
Connecticut Municipal
Money Market (4) 11/30/93 300.3 0.42 0.42 0.61
High Yield Tax-Free 11/30/93 2,161.9 0.42 0.42 0.56
New Jersey Tax-Free
Money Market (4) 11/30/93 357.5 0.42 0.42 0.63
Spartan Connecticut
Municipal:
High Yield 11/30/93 450.4 0.55 0.55 0.55
Money Market (4) 11/30/93 128.5 0.50 0.24 0.24
Spartan Florida Municipal:
Income 11/30/93 $ 377.5 0.55% 0.25% 0.25%
Money Market (4) 11/30/93 204.4 0.50 0.18 0.18
Spartan New Jersey
Municipal High Yield 11/30/93 399.2 0.55 0.55 0.55
Aggressive Tax-Free 12/31/93 891.9 0.47 0.47 0.64
Insured Tax-Free 12/31/93 426.3 0.42 0.42 0.61
Limited Term
Municipals 12/31/93 1,174.6 0.41 0.41 0.57
Michigan Tax-Free:
High Yield 12/31/93 528.9 0.42 0.42 0.59
Money Market (4) 12/31/93 161.3 0.42 0.41 0.62
Minnesota Tax-Free 12/31/93 320.0 0.42 0.42 0.61
Municipal Bond 12/31/93 1,279.8 0.37 0.37 0.49
Ohio Tax-Free:
High Yield 12/31/93 442.1 0.41 0.41 0.57
Money Market (4) 12/31/93 244.4 0.42 0.42 0.59
Spartan Pennsylvania
Municipal:
High Yield 12/31/93 283.2 0.55 0.55 0.55
Money Market (4) 12/31/93 218.8 0.50 0.50 0.50
Massachusetts Tax-Free:
High Yield 1/31/94 1,365.4 0.41 0.41 0.54
Money Market (4) 1/31/94 577.0 0.41 0.41 0.66
New York Tax-Free:
High Yield 1/31/94 477.9 0.41 0.41 0.58
Insured 1/31/94 395.2 0.41 0.41 0.58
Money Market (4) 1/31/94 564.0 0.41 0.41 0.62
Spartan Massachusetts
Municipal Money
Market (4) 1/31/94 339.5 0.50 0.40 0.40
Spartan New York
Municipal:
High Yield 1/31/94 427.7 0.55 0.55 0.55 Intermediate 1/31/94** 4.3
0.55(dagger) - -
Money Market (4) 1/31/94 446.6 0.50 0.50 0.50
California Tax-Free:
High Yield 2/28/94 588.0 0.41 0.41 0.57
Insured 2/28/94 299.5 0.41 0.29 0.48
Money Market (4) 2/28/94 540.0 0.41 0.41 0.64
Spartan California
Municipal:
High Yield 2/28/94 598.5 0.55 0.52 0.52
Intermediate 2/28/94** $ 7.7 0.55(dagger)% -% -%
Money Market (4) 2/28/94 944.0 0.50 0.21 0.21
Institutional Tax-
Exempt Cash (4) 5/31/94 2,549.9 0.20 0.14 0.18
(a) All fund data are as of the fiscal year end noted in the chart or as of
June 30, 1994, if fiscal year end figures are not yet available. Average
net assets are computed on the basis of average net assets of each fund at
the close of business on each business day throughout its fiscal period.
(b) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations, or paid by or due
from brokers to which cer
tain portfolio trades have been directed.
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
(1) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR
Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity International
Investment Advisors (FIIA), and Fidelity International Investment Advisors
(U.K.) Limited (FIIAL U.K.), with respect to the fund.
(2) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: FMR U.K., FMR Far East, FIJ (New
Markets Income and Advisor Emerging Markets only), FIIA, and FIIAL U.K.,
with respect to the fund.
(3) Fidelity Management & Research Company has entered into sub-advisory
agreements with FMR U.K. and FMR Far East, with respect to the fund.
(4) Fidelity Management & Research Company has entered into a sub-advisory
agreement with FMR Texas Inc., with respect to the fund.
(5) Fidelity Management & Research Company has entered into sub-advisory
agreements with FIIA and FIJ, with respect to the fund.
(6) Effective April 25, 1994, Select Broadcast and Media Portfolio has been
renamed to Multimedia Portfolio.
EXHIBIT 2
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
A. Amendment to the Declaration of Trust: If approved, Article VIII,
Section 1 of the Declaration of Trust of the Trust will be amended as
follows (langauge to be added is underlined and language to be deleted is
[bracketed]):
"Section 1. .... On any matter submitted to a vote of the Shareholders,
all shares shall be voted 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
only the interests of one or more Series, then only the Shareholders of
such Series shall be entitled to vote thereon. [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 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. 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 Bylaws of Trust to be taken by
Shareholders."
B. AMENDMENT TO THE DELAWARE TRUST INVESTMENT if approved, Article VII,
section 7.01 of the Trust Instrument of Fidelity Money Market Fund II will
be amended as follows: (language to be added is underlined and language to
be deleted is [bracketed]:
Section 7.01.
... On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately by individual Series, except (i) when required by
the 1940 Act, Shares shall be voted in the aggregate and not by individual
Series; and (ii) when the Trustees have determined that the matter affects
the interests of more than one Series, then the Shareholders of all such
Series shall be entitled to vote thereon. The Trustees may also determine
that a matter affects only the interests of one or more classes of a
Series, in which case any such matter shall be voted on by such class or
classes. [Each whole share 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.
EXHIBIT 3
MODEL AGREEMENT AND PLAN OF CONVERSION AND TERMINATION
THIS AGREEMENT AND PLAN OF CONVERSION AND TERMINATION (the "Agreement") is
made as of the November 16 , 1994, by and between Fidelity Money
Market Trust ("the Company"), a business trust duly formed under the laws
of the Commonwealth of Massachusetts, and Fidelity Money Market Trust II
(the "Trust"), a business trust duly formed under the laws of the State of
Delaware.
This Agreement is intended to effect the conversion of the U.S. Treasury
Portfolio, U.S. Government Portfolio, Domestic Money Market Portfolio,
Retirement Money Market Portfolio and Retirement Government Money Market
Portfolio ( the "Portfolios"), each a separate Series of shares of
beneficial interest of the Company, into an equal number of separate series
of a Delaware business trust. The conversion will involve the transfer of
all of the assets of each Trust solely in exchange for assumption of all
liabilities of that Trust, and the issuance of shares of beneficial
interest (the "Trust Series Shares"), by a corresponding Series of the
Trust (the "Corresponding Series"), followed by the constructive
distribution, on the Closing Date hereinafter referred to, of such Trust
Series Shares to the holders of shares of beneficial interest of that Trust
(the "Trust Shareholders") in liquidation and termination of that Trust as
provided herein, all upon the terms and conditions hereinafter set forth in
this Agreement.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS OF EACH PORTFOLIO IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ISSUANCE OF SHARES OF THE TRUST; DISSOLUTION OF THE
PORTFOLIOS
1.1. Subject to the terms and conditions set forth herein and on the basis
of the representations and warranties contained herein, the Company agrees
to transfer the assets of each Portfolio as set forth in paragraph 1.2 to a
separate, Corresponding Series of the Trust (each a "Series" of each
Portfolio) established by the Trust solely for the purpose of acquiring all
of the assets of that Portfolio, which Series have not issued any Trust
Series Shares (except for one share issued to Fidelity Management &
Research Company ("FMR") or commenced operations. The Trust, on behalf of
each Series, agrees in exchange therefore (1) that each Series shall assume
all of the liabilities of the Portfolio whose assets are acquired by the
Corresponding Series, whether contingent or otherwise, then existing, and
further (2) that the Trust shall deliver to each Portfolio the number of
full and fractional Trust Series Shares of each Corresponding Series equal
to the value and number of full and fractional shares of that Portfolio
outstanding at the time of closing, as described in paragraph 3.1, on the
Closing Date provided for in paragraph 3.1. Such transactions shall take
place at the Closing provided for in paragraph 3.1.
1.2. The assets of each Portfolio to be acquired by the Trust on behalf of
the Corresponding Series and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable), any claims or rights of action or
rights to register shares under applicable securities laws, any books or
records of each Portfolio and other property owned by that Portfolio and
any deferred or prepaid expenses shown as assets on the books of that
Portfolio on the Closing Date provided for in paragraph 3.1.
1.3. Immediately upon delivery to the Company on behalf of each Portfolio
of the Trust Series Shares of each Corresponding Series, the individual
Trustees of the Company or any officer duly authorized by them as the then
sole shareholder of the Trust, shall (1) elect as trustees of the Trust
("Trustees") the persons who currently serve as Trustees of the Company;
(2) approve or disapprove (i) a separate Management Contract between the
Trust and Fidelity Management & Research Company ("FMR") with respect to
each Series, (ii) a separate Sub-Advisory Agreement between FMR and FMR
Texas Inc. with respect to each Series, (iii) a Distribution and Service
Plan under Rule 12b-1 under the Investment Company Act of 1940, as amended
("1940 Act"), between the Trust and Fidelity Distributors Corporation
("Distributors") identical to the plan and contracts currently in effect
with respect to each Portfolio, except as to the parties to such plan or
contract, (iv) the independent accountants who currently serve in that
capacity for the Portfolios, (v) the adoption of revised fundamental
policies by each Series described in proposals 5, 6, 7, 8, 9, 10, 11, 12,
13, and 14, respectively, and (vi) the adoption of amendments to the Trust
Instrument described in Proposal 3 of each separate proxy statement
distributed in connection with such special meetings of Portfolio
Shareholders ("Proxy Statement") in the same manner that Portfolio
Shareholders so vote.
1.4. As provided in paragraph 3.3, on the Closing Date each Portfolio will
constructively distribute the Trust Series Shares received from the
Corresponding Series pro rata in proportion to their respective shares of
beneficial interest in that Portfolio ("Portfolio Shares") to Portfolio
Shareholders of record determined as of the close of business on the
Closing Date, in liquidation of such Portfolio Shares. Such distribution
will be accomplished by the transfer of the Trust Series Shares then
credited to the account of that Portfolio on the share records of the Trust
to open accounts on those records in the names of such Portfolio
Shareholders and representing the respective pro rata number of the Trust
Series Shares received from the Corresponding Series due such Portfolio
Shareholders. The Trust shall not issue certificates representing Trust
Series Shares in connection with such distribution. Fractional Trust Series
Shares shall be rounded to the third decimal place.
1.5. Immediately after the distribution of the Trust Series Shares as set
forth in Section 1.4, each Portfolio shall be terminated and liquidated and
any such further actions shall be taken in connection therewith as required
by applicable law.
1.6. Ownership of the Trust Series Shares of each Series will be shown
separately on the books of Service as the Trust's transfer agent.
1.7. Any transfer taxes payable upon issuance of Trust Series Shares in a
name other than the registered holder of the corresponding Portfolio Shares
on the books of any Portfolio as of that time shall be paid by the person
to whom such Trust Series Shares are to be distributed as a condition of
such transfer.
1.8. Any reporting responsibility of the Company with respect to a
Portfolio is and shall remain the responsibility of the Company up to and
including the Closing Date and any later date on which a Portfolio may be
terminated.
2. VALUATION
2.1. The value of each Portfolio's net assets to be acquired by the Trust
on behalf of the Corresponding Series hereunder shall be the net asset
value computed as of the valuation time provided in that Portfolio's
prospectus on the Closing Date, using the valuation procedures set forth in
that Portfolio's then current Prospectus or Statement of Additional
Information.
2.2. The number, value and denominations of full and fractional Trust
Series Shares of the Corresponding Series to be issued in exchange for each
Portfolio's net assets shall be equal to the number, value and denomination
of full and fractional Portfolio Shares of that Portfolio outstanding on
the Closing Date.
2.3. All computations of value shall be made by Fidelity Service Co.
("Service"), a division of FMR Corp., in accordance with its regular
practice as pricing agent for the Company.
3. CLOSING AND CLOSING DATE
3.1. The transfer of each Portfolio's assets in exchange for the
assumption by the Corresponding Series of that Portfolio's liabilities and
the issuance of Trust Series Shares for the Corresponding Series, as
described above, together with related acts necessary to consummate such
acts ("Closing"), shall occur at the principal office of the Trust on
December 30 , 1994 ("Closing Date"), or at such other place or later
date as the parties may agree in writing. All acts taking place at the
Closing shall be deemed to take place simultaneously as of the last daily
determination of the net asset value of any Portfolio or at such other time
and/or place as the parties may agree.
3.2. In the event that, on the Closing Date, (a) the New York Stock
Exchange is closed to trading, or trading thereon is restricted, or (b)
trading or reporting of trading on said Exchange or in any market in which
securities of any Portfolio are traded is disrupted so that accurate
appraisal of the value of the total net assets of a Portfolio is
impracticable, the Closing shall be postponed until the first business day
upon which trading shall have been fully resumed and reporting shall have
been restored.
3.3. The Company shall deliver at the Closing a certificate or separate
certificates of an authorized officer stating that it has notified the
Custodian, as custodian for a Portfolio and the Trust, of each Portfolio's
conversion to a series of the Trust.
3.4. Service, as transfer agent for each Portfolio, shall deliver at the
Closing a certificate as to the conversion on its books and records of each
Portfolio Shareholder account to an account as a holder of Trust Series
Shares of the Corresponding Series. The Trust shall issue and deliver a
confirmation to each Portfolio evidencing the Trust Series Shares to be
credited on the Closing Date or provide evidence satisfactory to the
Company that such Trust Series Shares have been credited to each
Portfolio's account on the books of the Trust. At the Closing each party
shall deliver to the other such bills of sale, checks, assignments, stock
certificates, receipts or other documents as such other party or its
counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1. The Company represents and warrants as follows:
4.1.A. The Company is a Massachusetts business trust duly formed and
validly existing under the laws of the Commonwealth of Massachusetts; and
each Portfolio is a duly established and designated series of the Company;
4.1.B. Each Portfolio is a series of the Company which is duly registered
as an open-end management investment company under the 1940 Act, and such
registration is in full force and effect;
4.1.C. The Company is not, and the execution, delivery and performance of
this Agreement will not result, in violation of any provision of the
Amended and Restated Declaration of Trust of the Company dated August 1,
1984 or the Bylaws of the Company or, to the Company's knowledge, of any
agreement, indenture, instrument, contract, lease or other undertaking to
which the Company is a party or by which the Company is bound;
4.1.D. The Company has no material contracts or other commitments (other
than this Agreement) applicable to a Portfolio that will not be terminated
without liability to that Portfolio or the Company on or prior to the
Closing Date;
4.1.E. To the Company's knowledge, no material litigation or
administrative proceeding or investigation of, or before, any court or
governmental body presently is pending or threatened against the Company or
any of its properties or assets, except as previously disclosed in writing
to the Trust. The Company knows of no facts that might form the basis for
the institution of such proceedings, and the Company is not a party to, or
subject to, the provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects its business or its
ability to consummate the transactions herein contemplated;
4.1.F. At the date hereof and at the Closing Date, all federal and other
tax returns and reports of each Portfolio required by law to have been
filed by such dates shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof, and to the best of the Company's knowledge, no such
return is currently under audit and no assessment has been asserted with
respect to any of such returns;
4.1.G. All issued and outstanding Portfolio Shares are, and at the
Closing Date will be, duly and validly issued and outstanding, fully paid
and nonaccessible, except that under Massachusetts law, shareholders of a
Massachusetts business trust may be held personally liable for the
obligations of the trust;
4.1.H. The information to be furnished by the Company for use in
applications for orders, registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete and shall comply in all
material respects with federal securities and other laws and regulations
thereunder applicable thereto;
4.1.I. All of the issued and outstanding Portfolio Shares will, at the
time of the Closing, be held by the persons and in the amounts as certified
in accordance with the provisions of paragraph 3.4;
4.1.J. On the Closing Date, each Portfolio will have good and marketable
title to its assets to be transferred to the Corresponding Series pursuant
to paragraph 1.2, and full right, power, and authority to sell, assign,
transfer and deliver such assets hereunder free of any liens or other
encumbrances, and upon delivery and payment for such assets, the
Corresponding Series will acquire good and marketable title thereto;
4.1.K. The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action
on the part of the Company, and, upon its proper execution, this Agreement
will constitute a valid and binding obligation of the Company enforceable
in accordance with its terms, subject to approval of Portfolio
Shareholders, and will not conflict with the Company's Declaration of Trust
or Bylaws, if any, or any provision of any agreement to which the Company
is a party or by which it is bound, or to the knowledge of the Company,
result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment or decree to which the Company is a
party or by which it is bound;
4.1.L. To the best of the knowledge of the Company's management, there is
no plan or intention by the shareholders of any Portfolio to sell, exchange
or otherwise dispose of any of the Trust Series Shares to be received in
the conversion;
4.1.M. The Portfolio Shares are widely held and may be purchased and
redeemed upon request;
4.1.N. No consideration other than Trust Series Shares will be issued in
exchange for the Portfolio Shares in the conversion;
4.1.O. Immediately following consummation of the conversion, the
Portfolio Shareholders will own all of the Trust Series Shares and will own
such shares solely by reason of their ownership of the Portfolio Shares
immediately prior to the conversion;
4.1.P. Immediately following the consummation of the conversion, the
Trust will hold on behalf of each Series the same assets and be subject to
the same liabilities that each Portfolio held or were subject to
immediately prior thereto, except for assets used to pay expenses incurred
in connection with the conversion. Assets used to pay expenses and all
distributions (except for distributions and redemptions arising in the
ordinary course of a Portfolio's business as a series of an open-end
investment company) made by that Portfolio immediately preceding the
conversion will, in the aggregate, constitute less than 1% of the net
assets of that Portfolio;
4.1.Q. At the time of the conversion, each Portfolio will not have
outstanding any warrants, options, convertible securities, or any other
type of right pursuant to which any person could acquire stock in that
Portfolio;
4.1.R. There is no intercompany indebtedness between the Trust on behalf
of the Series and each Portfolio that was issued, acquired or that will be
settled at a discount;
4.1.S. Each Portfolio's liabilities to be assumed by the Trust on behalf
of the Corresponding Series in the conversion were incurred by that
Portfolio in the ordinary course of its business and are associated with
the assets to be transferred;
4.1.T. Each Portfolio's shareholders will each pay their own expenses, if
any, incurred in connection with the conversion;
4.1.U. The fair market value of each Portfolio's assets to be transferred
by that Portfolio to the Trust on behalf of the Corresponding Series will
equal or exceed the Portfolio liabilities to be assumed by the Trust on
behalf of the Corresponding Series plus the liabilities to which the
transferred assets are subject;
4.1.V. Each Portfolio is a regulated investment company as defined in
Section 851 of the Internal Revenue Code of 1986, as amended (the "Code");
4.1.W. The Company is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case within
the meaning of Section 368(a)(3)(A) of the Code;
4.1.X. To the Company's knowledge, no consent, approval, authorization or
order of any court or governmental authority is required for the
consummation by the Company of the transactions contemplated herein, except
such as shall have been obtained prior to the Closing Date under the
Securities Act of 1933 (the "1933 Act"), the Securities Exchange Act of
1934 (the "1934 Act") and the Investment Company Act of 1940 (the "1940
Act"), and such as may be required under state securities laws.
4.1.Y. The Statements of Assets and Liabilities and Operations, the
Statement of Changes in Net Assets, Per Share Data and Ratios, and the
Schedule of Investments of each Portfolio at December 31, 1993 (copies of
which have been furnished to the Trust) have been audited by Coopers &
Lybrand, independent accountants, in accordance with generally accepted
auditing standards. Such financial statements are presented in accordance
with generally accepted accounting principles, and fairly present, in all
material respects, the financial condition of each Portfolio as of such
date, and there are no material known liabilities of any Portfolio at such
date (contingent or otherwise) not disclosed therein; and
4.1.Z. Since December 31, 1993, there has not been any material adverse
change in any Portfolio's financial condition, assets, liabilities or
business, other than changes occurring in the ordinary course of business,
or any incurrence by a Portfolio of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Trust;
4.2. The Trust represents and warrants as follows:
4.2.A. The Trust is a Delaware business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware; that
the Trust filed its Trust Certificate with the Secretary of State of
Delaware; and that each Series is a duly established and designated Series
of the Trust established and designated by resolution of the Trustees of
the Trust;
4.2.B. Each Series is a duly established Series of the Trust;
4.2.C. The Trust is not, and the execution, delivery and performance of
this Agreement will not result, in violation of any provision of the Trust
Instrument or Bylaws of the Trust or, to the Trust's knowledge, of any
agreement, indenture, instrument, contract, lease or other undertaking to
which the Trust is a party or by which the Trust is bound;
4.2.D. To the Trust's knowledge, no material litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or threatened against the Trust or any of its properties
or assets, except as previously disclosed in writing to the Company. The
Trust knows of no facts that might form the basis for the institution of
such proceedings, and the Trust is not a party to, or subject to, the
provisions of any order, decree or judgment of any court or governmental
body that materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
4.2.E. The Trust intends for each Series to be a regulated investment
company under Section 851 of the Code;
4.2.F. Prior to the Closing Date, there shall be no issued and
outstanding Trust Series Shares or any other securities issued by the
Series other than one share issued to FMR; Trust Series Shares issued in
connection with the transactions contemplated herein will be, duly and
validly issued and outstanding, fully paid and non-assessable under
Delaware law on the Closing Date;
4.2.G. The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action
on the part of the Trust, and, upon its proper execution, this Agreement
will constitute a valid and binding obligation of the Trust enforceable
against the Series in accordance with its terms;
4.2.H. The Trust Series Shares at the Closing will have been duly
authorized and, when so issued and delivered, will be duly and validly
issued shares of the Series, fully paid and non-assessable under Delaware
law;
4.2.I. The fair market value of the Trust Series Shares to be received by
the Portfolio Shareholders will be approximately equal to the fair market
value of their Portfolio Shares constructively surrendered in exchange
therefore;
4.2.J. The Trust has no plan or intention on behalf of each Series to
issue additional Trust Series Shares following the conversion except for
issuance of shares arising in the ordinary course of the business of each
Series as the Series of an open-end investment company;
4.2.K. The Trust has no plan or intention to reacquire the Trust Series
Shares issued to the Portfolio Shareholders pursuant to the conversion
other than through redemptions arising in the ordinary course of the
business of each Series as a series of an open-end investment company;
4.2.L. Following the conversion, the Trust, on behalf of each
Corresponding Series, will continue each Portfolio's historic business;
4.2.M. The Trust has no plan or intention to sell or otherwise dispose of
any of any Portfolio's assets to be acquired by the Corresponding Series in
the conversion, except for dispositions made in the ordinary course of its
business and dispositions necessary to maintain the status of that Series
as a regulated investment company under Section 851 of the Code;
4.2.N. The information to be furnished by the Trust with respect to each
Series for use in applications for orders, registration statements, proxy
materials and other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete and shall
comply in all material respects with federal securities and other laws and
regulations applicable thereto;
4.2.O. The Trust, on behalf of each Series, shall use all reasonable
efforts to obtain the approvals and authorizations required by the 1933
Act, the 1940 Act and such state securities laws as it may deem appropriate
in order to operate after the Closing Date;
4.2.P. To the Trust's knowledge, no consent, approval, authorization or
order of any court or governmental authority is required for the
consummation by each Series of the transactions contemplated herein, except
such as shall have been obtained prior to the Closing Date under the 1933
Act, the 1934 Act and the 1940 Act and such as may be required under state
securities laws.
5. COVENANTS OF THE COMPANY AND THE TRUST
5.1. The Company covenants to call a meeting or separate meetings of
Portfolio Shareholders ("the Shareholders' Meeting") to consider and act
upon this Agreement and to take all other action necessary to obtain
approval of the transactions contemplated hereby.
5.2. The Company covenants that the Trust Series Shares are not being
acquired for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.
5.3. The Company covenants that it will assist the Trust in obtaining such
information as the Trust reasonably requests concerning the beneficial
ownership of Portfolio Shares.
5.4. The Company will, from time to time, as and when requested by the
Trust, execute and deliver, or cause to be executed and delivered, all such
assignments and other instruments, and will take or cause to be taken such
further action, as the Trust may deem necessary or desirable in order to
vest in, and confirm to, the Trust on behalf of each Series, title to, and
possession of, all the assets of each Portfolio to be sold, assigned,
transferred and delivered to the Corresponding Series hereunder and
otherwise to carry out the intent and purpose of this Agreement.
5.5. The Company will prepare a proxy statement in compliance with the
1933 Act, the 1934 Act and the 1940 Act in connection with the
Shareholders' Meeting to consider approval of this Agreement and the
transactions contemplated herein.
5.6. The Trust will, from time to time as and when requested by the
Company, execute and deliver or cause to be executed and delivered all such
assignments and other instruments, and will take or cause to be taken such
further action, as the Company may deem necessary or desirable in order to
vest in, and confirm to, the Company, title to, and possession of, the
Trust Series Shares issued, sold, assigned, transferred and delivered
hereunder and otherwise to carry out the intent and purpose of this
Agreement.
5.7. Subject to the provisions of this Agreement, the Trust and the
Company each will take, or cause to be taken, all actions, and will do or
cause to be done all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this
Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company to consummate the transactions provided for
herein shall be subject to the performance by the Trust of all the
obligations to be performed by the Trust hereunder on or before the Closing
Date and, in addition thereto, to the following further conditions:
6.1. All representations and warranties of the Trust contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date, with the same force and effect
as if made on and as of the Closing Date; and
6.2. The Trust shall have delivered on the Closing Date to the Company a
certificate executed in the Trust's name by its President or Vice
President, in form and substance satisfactory to the Company, dated as of
the Closing Date, to the effect that the representations and warranties of
the Trust made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as the Company
shall reasonably request.
Each of the foregoing conditions precedent may be waived by the Company.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST
The obligations of the Trust to consummate the transactions provided for
herein shall be subject to the performance by the Company of all the
obligations to be performed by the Company hereunder on or before the
Closing Date and, in addition thereto, to the following further conditions:
7.1. All representations and warranties of the Company contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date, with the same force and effect
as if made on and as of the Closing Date;
7.2. The Company shall have delivered to the Trust on the Closing Date a
statement of its assets and liabilities, prepared in accordance with
generally accepted accounting principles consistently applied, together
with a certificate of the Treasurer or Assistant Treasurer of the Company
as to the aggregate asset value of each Portfolio's portfolio securities as
of the Closing Date; and
7.3. The Company shall have delivered to the Trust on the Closing Date a
certificate executed in the Company's name by its President or Vice
President, in form and substance satisfactory to the Trust, dated as of the
Closing Date, to the effect that the representations and warranties of the
Company made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as the Trust
shall reasonably request.
Each of the foregoing conditions precedent may be waived by the Trust.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE TRUST
The obligations of the Company and the Trust are each subject to the
further conditions that on or before the Closing Date:
8.1. This Agreement and the transactions contemplated herein with respect
to each Portfolio and its Corresponding Series shall have been approved by
the requisite vote of the Portfolio Shareholders of that Portfolio in
accordance with applicable law;
8.2. On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or to obtain damages or other relief in connection
with, the transactions contemplated hereby;
8.3. All consents of other parties and all other consents, orders and
permits of Federal, state and local regulatory authorities (including those
of the Securities and Exchange Commission and of state securities
authorities) deemed necessary by the Trust or the Company to permit
consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse
effect on the assets or properties of the Trust or the Company, provided
that either party hereto may for itself waive any of such conditions;
8.4. The Trust shall have taken all necessary action so that it shall be a
registered open-end investment company under the 1940 Act.
8.5. The Company and the Trust shall have received on or before the
Closing Date an opinion of Kirkpatrick & Lockhart satisfactory to the
Company and the Trust, substantially to the effect that for federal income
tax purposes:
8.5.A. No gain or loss will be recognized to each Portfolio upon the
transfer of its assets in exchange solely for the Trust Series Shares of
the Corresponding Series and the assumption by the Trust on behalf of the
Corresponding Series of that Portfolio's liabilities;
8.5.B. No gain or loss will be recognized to any Series on the Trust's
receipt of each Portfolio's assets in exchange for the Trust Series Shares
of the Corresponding Series and the assumption by that Series of the
liabilities of the corresponding Portfolio;
8.5.C. The basis of each Portfolio's assets in the hands of the
Corresponding Series will be the same as the basis of those assets in that
Portfolio's hands immediately before the conversion;
8.5.D. The Series' holding period for the assets transferred to the Trust
by the Company will, in each instance, include the holding period of those
assets in the Portfolio's hands immediately before the transactions
contemplated by this Agreement;
8.5.E. No gain or loss will be recognized to each Portfolio on the
distribution of the Trust Series Shares to the Portfolio Shareholders in
constructive exchange for their Portfolio Shares;
8.5.F. No gain or loss will be recognized to a Portfolio Shareholder as a
result of a Portfolio's distribution of Trust Series Shares to that
Portfolio Shareholder in constructive exchange for that Portfolio
Shareholder's Portfolio Shares;
8.5.G. The basis of the Trust Series Shares received by a Portfolio
Shareholder will be the same as the adjusted basis of that Portfolio
Shareholder's Portfolio Shares constructively surrendered in exchange
therefore; and
8.5.H. The holding period of the Trust Series Shares received by a
Portfolio Shareholder will include the Portfolio Shareholder's holding
period for the Portfolio Shareholder's Portfolio Shares constructively
surrendered in exchange therefore, provided that said Portfolio Shares were
held as capital assets on the date of the conversion.
Each of the foregoing conditions precedent to the obligations of a party
may be waived by that party.
9. BROKERAGE FEES AND EXPENSES
9.1. The Trust and the Company each represent and warrant to the other
that there are no brokers or finders fees payable in connection with the
transactions contemplated hereby.
9.2. FMR, the manager to each Portfolio, will assume expenses incurred by
the Trust and by the Company in connection with the entering into and
carrying out of the provisions of this Agreement, including, without
limitation: (a) registration or qualification fees and expenses of
preparing and filing such forms as are necessary under applicable federal
and state securities laws to qualify the Trust Series Shares in each state
in which the Portfolio Shareholders are resident as of the date of the
mailing of the Proxy Statement to the Portfolio Shareholder; (b) postage;
(c) printing; (d) accounting fees; (e) legal fees; and (f) solicitation
costs whether or not the transactions contemplated hereby are consummated.
10. ENTIRE AGREEMENT
The Trust and the Company agree that neither party has made any
representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement between the parties. The
representations, warranties and covenants contained herein or in any
document delivered pursuant hereto or in connection herewith shall survive
the consummation of the transactions contemplated hereunder.
11. TERMINATION
11.1. This Agreement may be terminated by the mutual agreement of the
Trust and the Company. In addition, either the Trust or the Company may at
its option terminate this Agreement at or prior to the Closing Date
because:
11.1.A. Of a material breach by the other of any representations,
warranties or agreements contained herein to be performed at or prior to
the Closing Date; or
11.1.B. A condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
11.2. In the event of any such termination, there shall be no liability
for damages on the part of the Trust or the Company, or their respective
trustees or officers, to the other party or its trustees or officers.
12. AMENDMENT
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however,
that following the Shareholders' Meeting called by the Company pursuant to
paragraph 5.1, no such amendment may have the effect of changing the
provisions for determining the number of Trust Series Shares to be paid to
the Portfolio Shareholders under this Agreement to the detriment of the
Portfolio Shareholders without their further approval.
13. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
13.1. The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
13.4. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
13.5. The parties hereto recognize that each of the Company and the Trust
is a business trust and all parties agree that any claim arising hereunder
or by reason hereof shall not be enforceable against the Trustees or
shareholders of either the Company or the Trust but only against the assets
of the applicable Portfolio and of its Corresponding Series, respectively.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer.
FIDELITY MONEY MARKET TRUST:
U.S. TREASURY PORTFOLIO, U.S. GOVERNMENT
PORTFOLIO, DOMESTIC MONEY MARKET PORTFOLIO,
RETIREMENT MONEY MARKET PORTFOLIO, AND RETIRE
MENT GOVERNMENT MONEY MARKET PORTFOLIO
BY:
J. Gary Burkhead
Senior Vice President
FIDELITY INSTITUTIONAL CASH PORTFOLIOS II:
U.S. TREASURY PORTFOLIO, U.S. GOVERNMENT
PORTFOLIO, DOMESTIC MONEY MARKET PORTFOLIO,
RETIREMENT MONEY MARKET PORTFOLIO, AND RETIRE
MENT GOVERNMENT MONEY MARKET PORTFOLIO
BY:
Gary L. French
Treasurer
MMT -PXS- 10 94 CUSIP # 316191501/FUND #048
CUSIP #316191105/FUND #051
CUSIP #316191204/FUND #052
CUSIP #316191709/FUND #631
CUSIP #316191600/FUND #630
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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FIDELITY MONEY MARKET TRUST: U.S. TREASURY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
November 16, 1994 at 1:30 pm. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: U.S. TREASURY PORTFOLIO (FD048F)
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:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independant accountants of the trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
[048]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MONEY MARKET TRUST: U.S. GOVERNMENT PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
November 16, 1994 at 1:30 p.m. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: U.S. GOVERNMENT PORTFOLIO (FD051F)
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:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of C1 FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
oopers & Lybrand as independant accountants of the
trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
[051]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MONEY MARKET TRUST: DOMESTIC MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
November 16, 1994 at 1:30 p.m. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: DOMESTIC MONEY MARKET PORTFOLIO (FD052F)
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:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independant accountants of the trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
[052]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MONEY MARKET TRUST: RETIREMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST, as indicated above, which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
November 16, 1994 at 1:30 p.m. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date __________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: RETIREMENT MONEY MARKET PORTFOLIO (FD630F)
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:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
1. To elect the 11 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.,; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
10. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
regarding lending.
11. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
limitation concerning senior securities.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing.
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
[630]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
FIDELITY MONEY MARKET TRUST: RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST, as indicated above, which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
November 16, 1994 at 1:30 p.m. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date __________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
(FD631F)
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:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
1. To elect the 11 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.,; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
10. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
regarding lending.
11. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
limitation concerning senior securities.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing.
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
[631]
DOMESTIC MONEY MARKET PORTFOLIO
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Domestic Money
Market Portfolio shareholders will be held in November to vote on several
important proposals that affect the Portfolio and your investment in it. 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 take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
Portfolio. Voting promptly helps save money. If we do not receive enough
votes, we must resolicit shareholders in an attempt to increase voter
participation.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the Portfolio.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for the Portfolio's shareholders.
PROPOSAL 4. To approve the conversion of the Portfolio to a Delaware
business trust.
PROPOSAL 5. To adopt a new fundamental policy allowing the Portfolio to
invest in another open-end investment company with substantially the same
investment objective and policies.
PROPOSAL 6. To eliminate the Portfolio's fundamental investment limitation
regarding short sales of securities.
PROPOSAL 7. To amend the Portfolio's fundamental investment limitation
concerning investment in other investment companies.
PROPOSAL 8. To eliminate the Portfolio's fundamental investment limitation
regarding margin purchases.
PROPOSAL 9. To amend the Portfolio's fundamental limitation regarding
diversification.
PROPOSAL 10. To amend the Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 11. To amend the Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 12. To amend the Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
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.
DMM - PXL - 994
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. 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
U.S. GOVERNMENT PORTFOLIO
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of U.S. Government
Portfolio shareholders will be held in November to vote on several
important proposals that affect the Portfolio and your investment in it. 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 take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
Portfolio. Voting promptly helps save money. If we do not receive enough
votes, we must resolicit shareholders in an attempt to increase voter
participation.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the Portfolio.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for the Portfolio's shareholders.
PROPOSAL 4. To approve the conversion of the Portfolio to a Delaware
business trust.
PROPOSAL 5. To adopt a new fundamental policy allowing the Portfolio to
invest in another open-end investment company with substantially the same
investment objective and policies.
PROPOSAL 6. To eliminate the Portfolio's fundamental investment limitation
regarding short sales of securities.
PROPOSAL 7. To amend the Portfolio's fundamental investment limitation
concerning investment in other investment companies.
PROPOSAL 8. To eliminate the Portfolio's fundamental investment limitation
regarding margin purchases.
PROPOSAL 9. To amend the Portfolio's fundamental limitation regarding
diversification.
PROPOSAL 10. To amend the Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 11. To amend the Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 12. To amend the Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
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.
USG - PXL - 1094
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. 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
U.S. TREASURY PORTFOLIO
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of U.S. Treasury
Portfolio shareholders will be held in November to vote on several
important proposals that affect the Portfolio and your investment in it. 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 take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
Portfolio. Voting promptly helps save money. If we do not receive enough
votes, we must resolicit shareholders in an attempt to increase voter
participation.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the Portfolio.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for the Portfolio's shareholders.
PROPOSAL 4. To approve the conversion of the Portfolio to a Delaware
business trust.
PROPOSAL 5. To adopt a new fundamental policy allowing the Portfolio to
invest in another open-end investment company with substantially the same
investment objective and policies.
PROPOSAL 6. To eliminate the Portfolio's fundamental investment limitation
regarding short sales of securities.
PROPOSAL 7. To amend the Portfolio's fundamental investment limitation
concerning investment in other investment companies.
PROPOSAL 8. To eliminate the Portfolio's fundamental investment limitation
regarding margin purchases.
PROPOSAL 9. To amend the Portfolio's fundamental limitation regarding
diversification.
PROPOSAL 10. To amend the Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 11. To amend the Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 12. To amend the Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
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.
UST - PXL - 1094
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. 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
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Retirement
Government Money Market Portfolio shareholders will be held in November to
vote on several important proposals that affect the Portfolio and your
investment in it. 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 take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
Portfolio. Voting promptly helps save money. If we do not receive enough
votes, we must resolicit shareholders in an attempt to increase voter
participation.
If you are a participant in an employer sponsored retirement plan and have
any questions, please call your toll-free retirement plan number.
If you are a trustee or institutional representative for a retirement plan
and have any questions, please contact your client services manager.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the Portfolio.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for the Portfolio's shareholders.
PROPOSAL 4. To approve the conversion of the Portfolio to a Delaware
business trust.
PROPOSAL 5. To adopt a new fundamental policy allowing the Portfolio to
invest in another open-end investment company with substantially the same
investment objective and policies.
PROPOSAL 6. To eliminate the Portfolio's fundamental investment
limitation regarding short sales of securities.
PROPOSAL 7. To eliminate the Portfolio's fundamental investment
limitation regarding margin purchases.
PROPOSAL 8. To amend the Portfolio's fundamental investment limitation
regarding loans.
PROPOSAL 9. To amend the Portfolio's fundamental limitation concerning
senior securities.
PROPOSAL 10. To amend the Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 11. To amend the Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 12. To amend the Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
RGM - PXL - 1094
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 yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. 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
RETIREMENT MONEY MARKET PORTFOLIO
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Retirement Money
Market Portfolio shareholders will be held in September to vote on several
important proposals that affect the Portfolio and your investment in it. 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 take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
Portfolio. Voting promptly helps save money. If we do not receive enough
votes, we must resolicit shareholders in an attempt to increase voter
participation.
If you are a participant in an employer sponsored retirement plan and have
any questions, please call your toll-free retirement plan number.
If you are a trustee or institutional representative for a retirement plan
and have any questions, please contact your client services manager.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the Portfolio.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for the Portfolio's shareholders.
PROPOSAL 4. To approve the conversion of the Portfolio to a Delaware
business trust.
PROPOSAL 5. To adopt a new fundamental policy allowing the Portfolio to
invest in another open-end investment company with substantially the same
investment objective and policies.
PROPOSAL 6. To eliminate the Portfolio's fundamental investment
limitation regarding short sales of securities.
PROPOSAL 7. To eliminate the Portfolio's fundamental investment
limitation regarding margin purchases.
PROPOSAL 8. To amend the Portfolio's fundamental investment limitation
regarding loans.
PROPOSAL 9. To amend the Portfolio's fundamental limitation concerning
senior securities.
PROPOSAL 10. To amend the Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 11. To amend the Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 12. To amend the Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
RMM - PXL - 1094
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 yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. 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
FIDELITY MONEY MARKET TRUST
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Money
Market Trust shareholders will be held in November 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.
Our records indicate that you are among many shareholders who have more
than one account in these funds. To save the expense of postage and
printing, we have enclosed one proxy card for each account. Please take a
few minutes to read the enclosed materials and cast your vote on each
yellow proxy card. PLEASE VOTE PROMPTLY. IT IS EXTREMELY IMPORTANT, NO
MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
funds. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is 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.
PROPOSAL 1. To elect a Board of Trustees.
PROPOSAL 2. To ratify the selection of Coopers & Lybrand as independent
accountants of the trust.
PROPOSAL 3. To amend the Declaration of Trust to provide dollar-based
voting rights for shareholders of the trust.
PROPOSAL 4. To approve an Agreement and Plan providing for the conversion
of the Portfolios to a Delaware Business trust.
PROPOSAL 5. To adopt a new fundamental investment policy permitting each
portfolio to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6. To eliminate each Portfolio's fundamental investment
limitation regarding short sales of securities.
PROPOSAL 7. To eliminate U.S. Government Portfolio, U.S. Treasury
Portfolio and Domestic Money Market Portfolio's fundamental investment
limitation concerning investment in other investment companies.
PROPOSAL 8. To eliminate each Portfolio's fundamental investment
limitation regarding margin purchases.
PROPOSAL 9. To amend U.S. Government Portfolio, U.S. Treasury Portfolio
and Domestic Money Market Portfolio's fundamental investment limitations
regarding diversification.
PROPOSAL 10. To amend Retirement Money Market Portfolio and Retirement
Government Money Market Portfolio's fundamental investment limitations
regarding lending.
PROPOSAL 11. To amend Retirement Money Market Portfolio and Retirement
Government Money Market Portfolio's fundamental investment limitation
concerning senior securities.
MMT - PXL -1094
PROPOSAL 12. To amend each Portfolio's fundamental investment limitation
regarding borrowing.
PROPOSAL 13. To amend each Portfolio's fundamental investment limitation
concerning real estate.
PROPOSAL 14. To amend each Portfolio's fundamental investment limitation
concerning purchases and sales of commodities.
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 yellow proxy cards
enclosed in this package. Be sure to sign the cards before mailing them in
the postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your funds.
Sincerely,
Edward C. Johnson 3d
President