As filed with the Securities and Exchange Commission
on April 1, 1998
Registration No. 2-58774
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
Fidelity Court Street Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Offices)
Registrant's Telephone Number (617) 563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, MA 02109
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the
Securities Act of 1933.
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f) under the
Investment Company Act of 1940; accordingly, no fee is payable
herewith because of reliance upon Section 24(f). Pursuant to Rule 429,
this Registration Statement relates to shares previously registered on
Form N-1A.
It is proposed that this filing will become effective on May 1, 1998
pursuant to Rule 488.
Spartan Municipal Income Fund
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and
documents:
Facing Page
Contents of Registration Statement
Cross Reference Sheet
Solicitation Letter to Shareholders
Forms of Proxy Card
Notice of Special Meeting
Part A - Proxy Statement and Prospectus
Part B- Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
Fidelity Court Street Trust:
Spartan Municipal Income Fund
FORM N-14 CROSS REFERENCE SHEET
PART A
Form N-14 Item Number and Caption Prospectus/Proxy Statement Caption
1. Beginning of Registration Statement and Out- Cover Page
side Front Cover Page of Prospectus
2. Beginning and Outside Back Cover Page of Pro- Table of Contents
spectus
3. Fee Table, Synopsis Information and Risk Factors Synopsis; Comparison of Other Policies of the Funds;
Comparison of Principal Risk Factors; The Proposed
Transaction
4. Information About the Transactions Synopsis; The Proposed Transaction;
Prospectus of Spartan Municipal Income Fund dated
5. Information About the Registrant March 19, 1998.
Synopsis; Comparison of Other Policies of the Funds;
Comparison of Principal Risk Factors; Miscellaneous;
Additional Information About Spartan Municipal
Income Fund; Prospectus of Spartan Municipal
Income Fund dated March 19, 1998; Attachment I.
6. Information About the Company Being Acquired Cover Page; Synopsis; Comparison of Other Policies
of the Funds; Comparison of Principal Risk Factors;
Miscellaneous; Prospectus of Spartan Aggressive
Municipal Fund and Spartan Insured Municipal
Income Fund dated February 26, 1998.
7. Voting Information Voting Information
8. Interest of Certain Persons and Experts Not applicable
9. Additional Information Required for Reoffering Not applicable
by Persons Deemed to be Underwriters
PART B
Item Number and Caption Statement of Additional Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About the Registrant Prospectus and Statement of Additional
Information of Spartan Municipal Income
Fund dated March 19, 1998.
13. Additional Information About the Company Be- Not applicable
ing Acquired
14. Financial Statements Financial Statements included in the Annual
Report of Spartan Aggressive Municipal Fund
and Spartan Insured Municipal Income Fund
for the Fiscal Year Ended December 31, 1997;
Financial Statements included in the Annual
Report of Spartan Municipal Income Fund for
the Fiscal Year Ended November 30, 1997.
Pro-Forma Financial Statements for the Fiscal
Year Ended November 30, 1997.
Part C Information required to be included in Part C
is set forth under the appropriate item so
numbered in Part C of this Registration
Statement.
IMPORTANT PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
Dear Shareholder:
I am writing to ask you for your vote on important proposals to merge
Spartan Aggressive Municipal Fund (SPARTAN AGGRESSIVE) and Spartan
Insured Municipal Income Fund (SPARTAN INSURED) into Spartan Municipal
Income Fund (SPARTAN MUNICIPAL). A shareholder meeting is scheduled
for July 15, 1998. Votes received in time to be counted at the
meeting will decide whether the mergers take place. This package
contains information about the proposals and includes all the
materials you will need to vote by mail.
Each fund's Board of Trustees has reviewed the proposed mergers and
has recommended that the proposed mergers be presented to
shareholders. Each fund votes separately on the applicable merger
proposal.
The Trustees, most of whom are not affiliated with Fidelity, are
responsible for protecting your interests as a shareholder. The
Trustees have determined that the proposed mergers are in
shareholders' best interest. However, the final decision is up to
you.
The proposed mergers would give shareholders of Spartan Aggressive and
Spartan Insured the opportunity to participate in a larger fund with
similar investment policies. The combined fund would also have lower
expenses guaranteed through December 31, 2000. We have attached a Q&A
to assist you in understanding the proposals. The enclosed proxy
statement includes a detailed description of the proposed mergers.
Please read the enclosed materials and promptly cast your vote on the
proxy card(s). You are entitled to one vote for each dollar of net
asset value you own of a fund on the record date (May 18, 1998). Your
vote is extremely important, no matter how large or small your
holdings may be.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To
cast your vote, simply complete the proxy card(s) enclosed in this
package. Be sure to sign the card(s) before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-8888. We will be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for your
fund.
Sincerely,
[signature]
Edward C. Johnson 3d
President
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the proposals to be voted upon. Your vote is
important. If you have any questions regarding the proposals, please
call us at 1-800-544-8888. We appreciate you placing your trust in
Fidelity and look forward to helping you achieve your financial goals.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
If you are a shareholder in the following fund(s), you will be asked
to vote on the indicated proposals:
SPARTAN AGGRESSIVE MUNICIPAL FUND
(solid bullet) To approve a merger of Spartan Aggressive Municipal
Fund into Spartan Municipal Income Fund. (Proposal 1)
SPARTAN INSURED MUNICIPAL INCOME FUND
(solid bullet) To approve a merger of Spartan Insured Municipal Income
Fund into Spartan Municipal Income Fund. (Proposal 2)
Each fund votes separately on the merger proposals. It will not be
necessary for both proposals to be approved for either one of them to
take place.
WHAT IS THE REASON FOR AND ADVANTAGES OF THESE MERGERS?
The proposed mergers are part of a wider strategy by Fidelity to
reduce the number of municipal bond funds it manages. Combining the
funds will allow Fidelity to concentrate on a single, general
municipal bond fund for investors. Shareholders would also benefit
from the more efficient product line through lower expenses,
guaranteed through December 31, 2000.
DO THE FUNDS BEING MERGED HAVE SIMILAR INVESTMENT POLICIES?
All three funds are municipal bond funds that seek high current income
free from federal income tax by primarily investing in
investment-grade municipal securities. The funds differ primarily in
their investment policies regarding debt quality and level of holdings
in insured bonds.
SPARTAN AGGRESSIVE and Spartan Municipal have identical investment
objectives. Spartan Aggressive differs from Spartan Municipal with
respect to its debt quality policy.
SPARTAN INSURED and Spartan Municipal have similar investment
objectives. In addition to high current income free from federal
income tax, Spartan Insured also seeks preservation of capital and
differs from Spartan Municipal with respect to its debt quality policy
and its required level of investment in insured bonds. Spartan
Insured is required to invest at least 65% of its total assets in
insured municipal bonds. Spartan Municipal does not have a required
level of investment in insured municipal bonds.
WHY SHOULD I VOTE TO GIVE UP THE "INSURANCE" OF SPARTAN INSURED?
There are several reasons why the Board of Trustees is proposing to
merge Spartan Insured with Spartan Municipal:
(solid bullet) Spartan Municipal is a high quality portfolio that also
has significant holdings in insured municipal bonds.
(solid bullet) Spartan Insured does not guarantee the safety of your
investments. In general, "insured" funds are required to hold at
least 65% of total assets in securities with bond insurance. Bond
insurance is not protection against market loss. Bond insurance
insures the timely payment of principal and interest.
(solid bullet) Spartan Municipal is a large, broadly diversified fund
that can participate in the entire municipal market, not just the
smaller, insured segment.
(solid bullet) Lower expense ratio (53 bp) guaranteed by Fidelity
through December 31, 2000.
WHO IS THE FUND MANAGER FOR THESE FUNDS?
George Fisher currently manages all three funds and is expected to
manage the combined fund.
HOW DO THE EXPENSE STRUCTURES AND FEES OF THE FUNDS COMPARE?
Each of the three funds has the same contractual structure with
respect to fund expenses. Fidelity Management & Research Company
(FMR) has voluntarily agreed to reimburse Spartan Insured to the
extent that total operating expenses exceed 0.55% of average net
assets. FMR has voluntarily agreed to reimburse Spartan Aggressive
and Spartan Municipal to the extent that total operating expenses
exceed 0.53% of average net assets through December 31, 1999.
If either or both of the Reorganizations are approved, FMR has agreed
to limit the combined fund's expenses to 0.53% of average net assets
through December 31, 2000. After that date, the combined fund's
expenses could increase or decrease.
WHAT WILL BE THE NAME OF THE COMBINED FUND AFTER THE MERGERS ARE
COMPLETE?
If shareholders of Spartan Aggressive and Spartan Insured approve the
merger of their fund into Spartan Municipal, the combined fund's name
will remain Spartan Municipal Income Fund.
WHAT ARE THE FEDERAL TAX IMPLICATIONS OF THE MERGERS?
Typically, the merger of mutual funds is not a federally taxable event
to shareholders of any of the funds.
WHAT WILL BE THE SIZE OF SPARTAN MUNICIPAL AFTER THE MERGERS AND HOW
HAS THE FUND PERFORMED?
If both proposals pass, the combined fund will have over $3.5 billion
in assets.
The table below shows average annual total returns for both Spartan
Municipal Income Fund and its Lipper peer group over the last 1, 3,
and 5 year periods. Please keep in mind that past performance is no
guarantee of future results and you may have a gain or loss when you
sell your shares.
AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1997
1 YEAR 3 YEARS 5 YEARS
Spartan Municipal Income Fund 9.23% 10.02% 6.87%
Lipper Int. Municipal Debt Funds Average 7.16% 7.99% 6.13%
HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF SPARTAN MUNICIPAL THAT
I WILL RECEIVE?
As of the close of business of the New York Stock Exchange on the
Closing Date of each merger, shareholders will receive the number of
full and fractional shares of Spartan Municipal that is equal in value
to the aggregate net asset value of their shares on that date. The
anticipated closing dates are August 20, 1998 for Spartan Aggressive,
and August 27, 1998 for Spartan Insured.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
To facilitate receiving sufficient votes, we will need to take further
action. We or D.F. King & Co., Inc., a proxy solicitation firm, may
contact you by mail or telephone. Therefore, we encourage
shareholders to vote as soon as they review the enclosed proxy
materials to avoid additional mailings or telephone calls.
If there are not sufficient votes to approve the proposals by the time
of the Shareholder Meeting (July 15, 1998), the meeting may be
adjourned to permit further solicitation of proxy votes.
WHAT HAPPENS IF THE PROPOSAL FOR MY FUND IS NOT APPROVED?
If the proposal to merge your fund is not approved by shareholders,
the Board may consider other options, including a proposal to
liquidate the fund.
HAVE EITHER FUNDS' BOARD OF TRUSTEES APPROVED THE PROPOSALS?
Yes. The Board of Trustees of each fund has unanimously approved all
of the proposals and recommends that you vote to approve each one.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each dollar of net
asset value you own of a fund on the record date. The record date is
May 18, 1998.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card, and mailing it in the enclosed postage paid envelope. If you
need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call us at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. For example, a trustee for a trust or other entity should
sign, "Ann B. Collins, Trustee."
NOT AUTHORIZED FOR DISTRIBUTION UNLESS PRECEDED OR ACCOMPANIED BY A
CURRENT FUND PROSPECTUS.
Average annual total returns for the period ended 12/31/97 are
historical and include changes in share price, reinvestment of
dividends and capital gains. Share price and return will vary.
Lipper Analytical Services, Inc. is a nationally recognized
organization that provides performance information for mutual funds.
Each fund is classified within a universe of funds similar in
investment objective. Peer group averages include the reinvestment of
dividends and capital gains, if any, and exclude sales charges.
Fidelity Distributors Corporation, General Distribution Agent for
Fidelity Mutual Funds. 100 Summer Street, Boston, MA 02110.
Brokerage services provided by Fidelity Brokerage Services, Inc.
Member NYSE, SIPC.
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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- -------------------------
FIDELITY MUNICIPAL TRUST: SPARTAN(registered trademark) AGGRESSIVE
MUNICIPAL FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Phyllis Burke Davis, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Municipal Trust: Spartan Aggressive Municipal Fund
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on July 15, 1998 at 10:30 a.m.
Eastern time and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
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
, 1998
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316201201/fund# 012
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
_____________________________________________________________________
________________________
1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
between Spartan Aggressive Municipal Fund and
Fidelity Court Street Trust: Spartan Municipal
Income Fund, providing for the transfer of all of the
assets of Spartan Aggressive Municipal Fund to
Spartan Municipal Income Fund in exchange solely
for shares of beneficial interest in Spartan Municipal
Income Fund and the assumption by Spartan
Municipal Income Fund of Spartan Aggressive
Municipal Fund's liabilities, followed by the
distribution of Spartan Municipal Income Fund
shares to shareholders of Spartan Aggressive
Municipal Fund in liquidation of Spartan Aggressive
Municipal Fund.
FAT-PXC-0598 cusip # 316201201/fund# 012
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY MUNICIPAL TRUST: SPARTAN(registered trademark) INSURED
MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Phyllis Burke Davis, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Municipal Trust: Spartan Insured Municipal Income
Fund which the undersigned is entitled to vote at the Special Meeting
of Shareholders of the fund to be held at the office of the trust at
82 Devonshire St., Boston, MA 02109, on July 15, 1998 at 10:30 a.m.
Eastern time and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
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
, 1998
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316201300/fund# 013
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
_____________________________________________________________________
________________________
1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
between Spartan Insured Municipal Income Fund
and Fidelity Court Street Trust: Spartan Municipal
Income Fund, providing for the transfer of all of the
assets of Spartan Insured Municipal Income Fund to
Spartan Municipal Income Fund in exchange solely
for shares of beneficial interest in Spartan Municipal
Income Fund and the assumption by Spartan
Municipal Income Fund of Spartan Insured
Municipal Income Fund's liabilities, followed by the
distribution of Spartan Municipal Income Fund
shares to shareholders of Spartan Insured Municipal
Income Fund in liquidation of Spartan Insured
Municipal Income Fund.
ITP-PXC-0598 cusip # 316201300/fund# 013
SPARTAN(registered trademark) AGGRESSIVE MUNICIPAL FUND
SPARTAN(registered trademark) INSURED MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY MUNICIPAL TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Spartan Aggressive Municipal Fund and Spartan Insured
Municipal Income Fund (the funds) will be held at the office of
Fidelity Municipal Trust (the trust), 82 Devonshire Street, Boston,
Massachusetts 02109 on July 15, 1998, at 10:30 a.m. Eastern time. 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. Approval of each
Reorganization will be determined solely by approval of the
shareholders of the individual fund affected. It will not be necessary
for both Reorganizations to be approved for either one of them to take
place.
(1) To approve an Agreement and Plan of Reorganization between
Spartan Aggressive Municipal Fund and Fidelity Court Street Trust:
Spartan Municipal Income Fund, providing for the transfer of all of
the assets of Spartan Aggressive Municipal Fund to Spartan Municipal
Income Fund in exchange solely for shares of beneficial interest in
Spartan Municipal Income Fund and the assumption by Spartan Municipal
Income Fund of Spartan Aggressive Municipal Fund's liabilities,
followed by the distribution of Spartan Municipal Income Fund shares
to shareholders of Spartan Aggressive Municipal Fund in liquidation of
Spartan Aggressive Municipal Fund.
(2) To approve an Agreement and Plan of Reorganization between
Spartan Insured Municipal Income Fund and Fidelity Court Street Trust:
Spartan Municipal Income Fund, providing for the transfer of all of
the assets of Spartan Insured Municipal Income Fund to Spartan
Municipal Income Fund in exchange solely for shares of beneficial
interest in Spartan Municipal Income Fund and the assumption by
Spartan Municipal Income Fund of Spartan Insured Municipal Income
Fund's liabilities, followed by the distribution of Spartan Municipal
Income Fund shares to shareholders of Spartan Insured Municipal Income
Fund in liquidation of Spartan Insured Municipal Income Fund.
The Board of Trustees has fixed the close of business on May 18, 1998
as the record date for the determination of the shareholders of each
fund entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
Eric D. Roiter, Secretary
May 18, 1998
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
SPARTAN(registered trademark) AGGRESSIVE MUNICIPAL FUND
SPARTAN(registered trademark) INSURED MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY MUNICIPAL TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
PROXY STATEMENT AND PROSPECTUS
MAY 18, 1998
This Proxy Statement and Prospectus (Proxy Statement) is being
furnished to shareholders of Spartan Aggressive Municipal Fund
(Spartan Aggressive) and Spartan Insured Municipal Income Fund
(Spartan Insured) (the funds), funds of Fidelity Municipal Trust (the
trust), in connection with the solicitation of proxies by the trust's
Board of Trustees for use at the Special Meeting of Shareholders of
Spartan Aggressive and Spartan Insured and at any adjournments
thereof (the Meeting). The Meeting will be held on Wednesday, July 15,
1998 at 10:30 a.m. Eastern time at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the trust.
As more fully described in the Proxy Statement, the purpose of the
Meeting is to vote on the proposed reorganizations (Reorganizations).
Pursuant to each Agreement and Plan of Reorganization (the
Agreements), Spartan Aggressive and Spartan Insured would transfer all
of its assets to Fidelity Court Street Trust: Spartan Municipal Income
Fund (Spartan Municipal) in exchange solely for shares of beneficial
interest in Spartan Municipal and the assumption by Spartan Municipal
of Spartan Aggressive's and Spartan Insured's liabilities,
respectively. The number of shares to be issued in each proposed
Reorganization will be based upon the relative net asset values of
Spartan Aggressive to Spartan Municipal and Spartan Insured to Spartan
Municipal at the time of the exchange. As provided in the Agreements,
Spartan Aggressive and Spartan Insured will each distribute shares of
Spartan Municipal to its shareholders in liquidation of Spartan
Aggressive and Spartan Insured on August 20, 1998 and August 27, 1998,
respectively, or such other dates as the parties may agree (the
Closing Date). Approval of each Reorganization will be determined
solely by approval of the shareholders of the individual fund
affected. It will not be necessary for both Reorganizations to be
approved for either one of them to take place.
Spartan Municipal, a municipal bond fund, is a diversified fund of
Fidelity Court Street Trust, an open-end management investment company
organized as a
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Massachusetts business trust on April 21, 1977. Spartan Municipal's
investment objective is to seek high current income exempt from
federal income tax. Spartan Municipal seeks to achieve its investment
objective by normally investing in investment-grade municipal
securities.
This Proxy Statement, which should be retained for future reference,
sets forth concisely the information about the Reorganizations and
Spartan Municipal that a shareholder should know before voting on the
proposed Reorganizations. The Statement of Additional Information
dated May 18, 1998 relating to this Proxy Statement has been filed
with the Securities and Exchange Commission (SEC) and is incorporated
herein by reference. This Proxy Statement is accompanied by the
Prospectus dated March 19, 1998, which offers shares of Spartan
Municipal. The Statement of Additional Information for Spartan
Municipal dated March 19, 1998 is available upon request. Attachment 1
contains excerpts from the Annual Report of Spartan Municipal dated
November 30, 1997. The Prospectus and Statement of Additional
Information for Spartan Municipal have been filed with the SEC and are
incorporated herein by reference. A Prospectus and Statement of
Additional Information for Spartan Aggressive and Spartan Insured,
each dated February 26, 1998, have been filed with the SEC and are
incorporated herein by reference. Copies of these documents may be
obtained without charge by contacting the trust or Fidelity Court
Street Trust at Fidelity Distributors Corporation, 82 Devonshire
Street, Boston, Massachusetts 02109 or by calling 1-800-544-8888.
TABLE OF CONTENTS
Voting Information 9
Synopsis 11
Comparison of Other Policies of The Three Funds
Comparison of Principal Risk Factors
The Proposed Transactions
Additional Information About Spartan Municipal Income Fund
Miscellaneous
Attachment 1. Excerpts from Annual Report of Spartan Municipal Income
Fund Dated November 30, 1997 35
Attachment 2. Annual Fund Operating Expenses and Examples of Fund
Expenses for Certain Reorganizations 42
Exhibit 1. Form of Agreement and Plan of Reorganization
between Spartan Aggressive Municipal Fund and Spartan Municipal
Income Fund 44
Exhibit 2. Form of Agreement and Plan of Reorganization
between Spartan Insured Municipal Income Fund and Spartan Municipal
Income Fund 57
PROXY STATEMENT AND PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS OF
SPARTAN AGGRESSIVE MUNICIPAL FUND
SPARTAN INSURED MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY MUNICIPAL TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
TO BE HELD ON JULY 15, 1998
_________________________________
VOTING INFORMATION
This Proxy Statement and Prospectus (Proxy Statement) is furnished in
connection with a solicitation of proxies made by, and on behalf of,
the Board of Trustees of Fidelity Municipal Trust (the trust) to be
used at the Special Meeting of Shareholders of Spartan Aggressive
Municipal Fund (Spartan Aggressive) and Spartan Insured Municipal
Income Fund (Spartan Insured) (the funds) and at any adjournments
thereof (the Meeting), to be held on Wednesday, July 15, 1998 at 10:30
a.m. at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust and Fidelity Management &
Research Company (FMR), the funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about May 18, 1998.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, D.F. King & Co., Inc.
and/or Management Information Services Corp. may be paid on a per-call
basis to solicit shareholders on behalf of Spartan Aggressive and
Spartan Insured at an anticipated cost of approximately $4,000 and
$3,000, respectively. The expenses in connection with preparing this
Proxy Statement and its enclosures and of all solicitations will be
paid by each fund, provided the expenses do not exceed Spartan
Aggressive's expense cap of 0.53% and Spartan Insured's expense cap of
0.55%. Expenses exceeding each fund's expense cap will be paid by FMR.
The funds 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. Only proxies that are
voted will be counted toward establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F.
King & Co., Inc. may be paid on a per-call basis for vote-by-phone
solicitations on behalf of Spartan Aggressive and Spartan Insured at
an anticipated cost of approximately $6,000 and $4,000, respectively.
The expenses in connection with telephone voting will be paid by each
fund, provided the expenses do not exceed Spartan Aggressive's expense
cap of 0.53% and Spartan Insured's expense cap of 0.55%. Expenses
exceeding each fund's expense cap will be paid by FMR. If the funds
record votes by telephone, they will use procedures designed to
authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been
properly recorded. Proxies given by telephone may be revoked at any
time before they are voted in the same manner that proxies voted by
mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose
one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed
to vote AGAINST the item, in which case such shares will be voted
against the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this
Proxy Statement or on any other business properly presented at the
meeting prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate.
On January 31, 1998, there were 81,446,731.916, 27,172,904.408 and
186,117,793.477 shares issued and outstanding for Spartan Aggressive,
Spartan Insured, and Spartan Municipal, respectively. Shareholders of
Spartan Aggressive and Spartan Insured of record at the close of
business on May 18, 1998 will be entitled to vote at the Meeting with
respect to the Reorganization involving that fund. Each such
shareholder will be entitled to one vote for each dollar of net asset
value held on that date. It will not be necessary for both
Reorganizations to be approved for either one of them to take place.
As of January 31, 1998, the Trustees, Members of the Advisory Board,
and officers of each fund owned, in the aggregate, less than 1% of
each fund's total outstanding shares.
As of January 31, 1998, the following owned of record 5% or more of a
fund's outstanding shares:
SPARTAN AGGRESSIVE: National Financial Services Corporation, Boston,
MA (13.75%).
SPARTAN INSURED: National Financial Services Corporation, Boston, MA
(14.96%).
To the knowledge of Fidelity Municipal Trust and Fidelity Court
Street Trust, no other shareholder owned of record or beneficially 5%
or more of the outstanding shares of each fund on that date. If both
Reorganizations became effective on January 31, 1998, National
Financial Services Corporation would have owned of record 5.01% of the
outstanding shares of the combined fund. If the Spartan Aggressive
Reorganization became effective on January 31, 1998, there would have
been no shareholder who owned of record 5% or more of the outstanding
shares of the combined fund as a result of the Reorganization. If the
Spartan Insured Reorganization became effective on January 31, 1998,
there would have been no shareholder who owned of record 5% or more of
the outstanding shares of the combined fund as a result of the
Reorganization.
VOTE REQUIRED: APPROVAL OF EACH REORGANIZATION REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF THE SPECIFIC FUND INVOLVED IN THAT REORGANIZATION. UNDER THE
INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF
THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE
MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR
(B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER
NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.
SYNOPSIS
The following is a summary of certain information contained elsewhere
in this Proxy Statement, in the Agreements, and in the Prospectuses of
Spartan Aggressive, Spartan Insured, and Spartan Municipal, which are
incorporated herein by this reference. Shareholders should read the
entire Proxy Statement and the Prospectus of Spartan Municipal
carefully for more complete information.
The proposed reorganizations (the Reorganizations) would merge
Spartan Aggressive and Spartan Insured into Spartan Municipal, a
municipal bond fund also managed by FMR. If the Reorganizations are
approved, Spartan Aggressive and Spartan Insured will cease to exist
and current shareholders of each fund will become shareholders of
Spartan Municipal instead. Approval of each Reorganization will be
determined solely by approval of the shareholders of the individual
fund affected. It will not be necessary for both Reorganizations to be
approved for either one of them to take place.
Spartan Aggressive, Spartan Insured, and Spartan Municipal seek high
current income exempt from federal income tax by investing primarily
in investment-grade municipal securities. They each currently have the
same portfolio manager. The funds differ primarily in their investment
policies regarding debt quality and level of holdings in insured
bonds. Spartan Insured has an expense cap of 0.55% of average net
assets. Spartan Aggressive and Spartan Municipal have an expense cap
of 0.53% of average net assets through December 31, 1999.
The proposed mergers are part of a wider strategy by Fidelity to
reduce the number of municipal bond funds it manages. Combining the
funds will allow Fidelity to concentrate on a single general municipal
bond fund for investors and maintain lower operating costs as well.
SUMMARY OF INVESTMENT OBJECTIVES AND POLICIES
Set forth below is a summary of the principal differences in the
investment objectives and policies between each fund and Spartan
Municipal.
Spartan Aggressive and Spartan Municipal have identical investment
objectives in that they both seek high current income exempt from
federal income tax. Spartan Aggressive differs from Spartan Municipal
with respect to its debt quality policy. Spartan Aggressive may invest
up to 35% of its assets in below investment-grade securities. Spartan
Municipal may invest only up to 5% of its assets in below
investment-grade securities. As of December 31, 1997, 3.3% of Spartan
Aggressive's assets were in below investment-grade securities. As of
the same date, Spartan Municipal had less than 0.1% of its assets in
below investment-grade securities.
Spartan Insured and Spartan Municipal have similar investment
objectives in that they both seek high current income exempt from
federal income tax. Spartan Insured differs from Spartan Municipal
with respect to its debt quality policy and its required level of
investment in insured bonds. Spartan Insured invests only in
investment-grade securities while Spartan Municipal may invest up to
5% of its assets in below investment-grade securities. As of December
31, 1997, Spartan Municipal had less than 0.1% of its assets in below
investment-grade securities. Spartan Insured is required to invest at
least 65% of its total assets in insured municipal bonds. Spartan
Municipal has no required level of investment in insured bonds. As of
December 31, 1997, 81.6% and 40.4% of Spartan Insured's and Spartan
Municipal's assets, respectively, were in insured bonds.
EXPENSE STRUCTURES
Each of the three funds has the same contractual structure with
respect to fund expenses. Each fund pays its management fee and other
expenses separately. FMR has voluntarily agreed to reimburse Spartan
Insured to the extent that total operating expenses exceed 0.55% of
average net assets. As a result of prior mergers, FMR has agreed to
limit Spartan Aggressive's and Spartan Municipal's total operating
expenses to 0.53% of average net assets through December 31, 1999. If
either of the Reorganizations is approved, FMR has agreed to limit the
combined fund's expenses to 0.53% of average net assets through
December 31, 2000 (excluding interest, taxes, brokerage commissions
and extraordinary expenses). After that date, the combined fund's
expenses could increase.
In sum, the Spartan Aggressive Reorganization would provide that
fund's shareholders with the opportunity to participate in a larger
fund with a comparable investment portfolio, similar historical
investment performance, and a one-year extension of its current 0.53%
expense cap.
The Spartan Insured Reorganization would provide that fund's
shareholders with the opportunity to participate in a larger fund with
a similar historical investment performance and expenses guaranteed to
be lower than Spartan Insured's current expense cap for a period of
more than two years.
The Boards of Trustees believe that the Reorganizations would benefit
Spartan Aggressive's and Spartan Insured's shareholders and recommend
that shareholders vote in favor of the Reorganizations.
THE PROPOSED REORGANIZATIONS
Shareholders of Spartan Aggressive and Spartan Insured will be asked
at the Meeting to vote upon and approve the Reorganization and the
Agreement applicable to each fund, which provide for the acquisition
by Spartan Municipal of all of the assets of Spartan Aggressive and
Spartan Insured in exchange solely for shares of Spartan Municipal and
the assumption by Spartan Municipal of the liabilities of Spartan
Aggressive and Spartan Insured, respectively. Spartan Aggressive and
Spartan Insured will each then distribute the shares of Spartan
Municipal to their respective shareholders, so that each shareholder
will receive the number of full and fractional shares of Spartan
Municipal equal in value to the aggregate net asset value of the
shareholder's shares of Spartan Aggressive or Spartan Insured on the
Closing Date (defined below). The exchange of Spartan Aggressive's and
Spartan Insured's assets for Spartan Municipal's shares will occur as
of the close of business of the New York Stock Exchange (NYSE) on
August 20, 1998 and August 27, 1998, respectively, or such other time
and date as the parties may agree (the Closing Date). Spartan
Aggressive and Spartan Insured will then be liquidated as soon as
practicable thereafter. Approval of each Reorganization will be
determined solely by approval of the shareholders of the individual
fund affected. It will not be necessary for both Reorganizations to be
approved for either one of them to take place.
The funds have received an opinion of counsel that, except with
respect to Section 1256 contracts, the Reorganizations will not result
in any gain or loss for Federal income tax purposes either to Spartan
Aggressive, Spartan Insured, or Spartan Municipal or to the
shareholders of any fund. The rights and privileges of the former
shareholders of Spartan Aggressive and Spartan Insured will be
effectively unchanged by the Reorganizations.
COMPARATIVE FEE TABLES
Spartan Aggressive, Spartan Insured, and Spartan Municipal each pay a
management fee to FMR for managing their investments and business
affairs which is calculated and paid to FMR every month.
Each fund pays management fees and other expenses separately. Each
fund's management fee is calculated by adding a group fee rate to an
individual fund fee rate, multiplying the result by each fund's
monthly average net assets, and dividing by twelve. The group fee rate
is based on the average net assets of all mutual funds advised by FMR.
In addition to the management fee payable by the funds, each fund also
incurs other expenses for services such as maintaining shareholder
records and furnishing shareholder statements and financial reports.
For the 12 months ended December 31, 1997, Spartan Aggressive's and
Spartan Insured's total management fee rate and total operating
expenses were 0.40% and 0.56%, and 0.39% and 0.57%, respectively. For
the 12 months ended November 30, 1997, Spartan Municipal's total
management fee rate and total operating expenses were 0.39% and 0.55%,
respectively. Effective April 1, 1997, FMR has voluntarily agreed to
limit the total operating expenses of Spartan Insured to 0.55% of
average net assets (excluding interest, taxes, brokerage commissions
and extraordinary expenses). As a result of prior mergers, effective
August 1, 1997 and October 24, 1997, FMR has agreed to limit the total
operating expenses of Spartan Aggressive and Spartan Municipal,
respectively, to 0.53% of average net assets through December 31, 1999
(excluding interest, taxes, brokerage commissions and extraordinary
expenses).
Fidelity reserves the right to deduct an annual maintenance fee of
$12.00 from accounts in each fund with a value of less than $2,500.
If either or both of the Reorganizations are approved, the combined
fund will retain Spartan Municipal's expense structure, requiring
payment of a management fee and other operating expenses. FMR has
agreed to limit the combined fund's expense ratio to 0.53% of its
average net assets through December 31, 2000 (excluding interest,
taxes, brokerage commissions and extraordinary expenses). This expense
limitation would result in a one-year extension of Spartan
Aggressive's current expense cap as well as a 0.02% lower total
operating expense ratio for Spartan Insured's shareholders beginning
on the first business day after the Closing Date of each
Reorganization. After December 31, 2000, the combined fund's expenses
could increase. If either of the proposed Reorganizations are not
approved, the fund not approving the Reorganization will maintain its
current fee structure. For more information about the funds' current
fees, refer to their Prospectuses.
The following tables show the fees and expenses of Spartan
Aggressive, Spartan Insured, and Spartan Municipal for the 12 months
ended November 30, 1997, adjusted to reflect current fees, and pro
forma fees for the combined fund based on the same time period after
giving effect to the Reorganizations, including the effect of FMR's
guaranteed expense limitation of 0.53% of average net assets through
December 31, 2000 (excluding interest, taxes, brokerage commissions
and extraordinary expenses).
ANNUAL FUND OPERATING EXPENSES
Annual fund operating expenses are paid out of each fund's assets.
Expenses are factored into each fund's share price or dividends and
are not charged directly to shareholder accounts. The following
figures are based on historical expenses, adjusted to reflect current
fees, of each fund and are calculated as a percentage of average net
assets of each fund. Attachment 2 provides expense information for the
combined fund if either one of the Reorganizations is not approved.
IF BOTH REORGANIZATIONS ARE APPROVED:
Pro Forma
Expenses
Spartan Spartan Spartan Combined
AggressiveA InsuredB MunicipalC FundD
Management fees 0.35% 0.35% 0.37% 0.37%
(after reimbursement)
Other Expenses 0.18% 0.20% 0.16% 0.16%
Total Fund Operating 0.53% 0.55% 0.53% 0.53%
Expenses (after
reimbursement)
A Effective August 1, 1997, FMR agreed to reimburse the fund to the
extent that total operating expenses exceed 0.53% of its average net
assets (excluding interest, taxes, brokerage commissions, and
extraordinary expenses). This agreement will continue through December
31, 1999. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would have been 0.40%, 0.18%, and 0.58%,
respectively.
B Effective April 1, 1997, FMR voluntarily agreed to reimburse the
fund to the extent that total operating expenses exceed 0.55% of its
average net assets (excluding interest, taxes, brokerage commissions,
and extraordinary expenses). If this agreement were not in effect, the
management fee, other expenses, and total operating expenses, as a
percentage of average net assets, would have been 0.39%, 0.20%, and
0.59%, respectively.
C Effective October 24, 1997, FMR agreed to reimburse the fund to the
extent that total operating expenses exceed 0.53% of its average net
assets (excluding interest, taxes, brokerage commissions, and
extraordinary expenses). This agreement will continue through December
31, 1999. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would have been 0.39%, 0.16%, and 0.55%,
respectively.
D FMR has agreed to limit the combined fund's total operating expenses
to 0.53% of its average net assets (excluding interest, taxes,
brokerage commissions, and extraordinary expenses) through December
31, 2000. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would be 0.39%, 0.16%, and 0.55%, respectively.
EXAMPLES OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in each fund under the current and pro forma (combined
fund) expenses calculated at the rates stated above, assuming a 5%
annual return. Attachment 2 provides examples of the effect of fund
expenses for the combined fund if either one of the Reorganizations is
not approved.
IF BOTH REORGANIZATIONS ARE APPROVED:
After 1 After 3 After 5 After 10
Year Years Years Years
Spartan Aggressive $5 $17 $30 $66
Spartan Insured $6 $18 $31 $69
Spartan Municipal $5 $17 $30 $66
These examples assume that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses, but are not meant to suggest actual
or expected expenses, which may vary. The assumed return of 5% is not
a prediction of, and does not represent, actual or expected
performance of any fund.
COMBINED CAPITALIZATION
The following table shows the capitalization of the funds as of
November 30, 1997 and on a pro forma combined basis (unaudited) as of
that date giving effect to both Reorganizations.
Net Assets Net Asset Shares
Value Outstanding
Per Share
Spartan Aggressive $947,992,010 $11.71 80,930,843
Spartan Insured $326,640,772 $12.25 26,666,412
Spartan Municipal $2,319,826,504 $12.61 183,940,016
Pro Forma Combined $3,594,458,286 $12.61 285,021,125
Fund
FORMS OF ORGANIZATION
Spartan Aggressive and Spartan Insured are diversified funds of
Fidelity Municipal Trust, an open-end management investment company
organized as a Massachusetts business trust on June 22, 1984. Spartan
Municipal is a diversified fund of Fidelity Court Street Trust, an
open-end management investment company organized as a Massachusetts
business trust on April 21, 1977. The trusts are authorized to issue
an unlimited number of shares of beneficial interest. Because the
funds are series of Massachusetts business trusts, organized under
substantially similar Declarations of Trust, the rights of the
security holders of Spartan Aggressive and Spartan Insured under state
law and the governing documents are expected to remain unchanged after
the Reorganizations. For more information regarding shareholder
rights, refer to the section of the Funds' Statements of Additional
Information called "Description of the Trust."
INVESTMENT OBJECTIVES AND POLICIES
The funds have similar investment objectives and policies in that all
seek high current income exempt from federal income tax by investing
primarily in investment-grade municipal securities. As a matter of
fundamental policy, Spartan Insured seeks this objective in a manner
consistent with the preservation of capital. Spartan Aggressive and
Spartan Insured, as a matter of fundamental policy, each will normally
invest at least 80% of its assets in municipal securities whose
interest is exempt from federal tax. As a matter of fundamental
policy, Spartan Municipal will normally invest so that at least 80% of
its income is exempt from federal income tax. Each fund may invest up
to 100% of its assets in municipal securities subject to the federal
alternative minimum tax (AMT).
The following table summarizes the funds' investment policies and
characteristics.
Benchma Average Average Required Insured Debt % of Below
rk Index Maturity Maturity Holdings Holdings Quality Investment-
Policy as of in Insured as of Grade
12/31/97 Bonds 12/31/97 Holdings as
of
12/31/97
Spartan Muni. none 13.9 none 36.3% 35% 3.3%
Aggressiv Bond years below
e Index inv.
grade
Spartan Ins. none 13.3 65% of 81.6% only 0.0%
Insured Muni. years assets inv.
Bond grade
Index
Spartan Muni. none 12.5 none 40.4% 5% <0.1%
Municipal Bond years below
Index inv.
grade
SPARTAN AGGRESSIVE
Although Spartan Aggressive and Spartan Municipal can invest in
securities of any maturity, FMR seeks to manage the funds to have
similar overall interest rate risk to the Lehman Brothers Municipal
Bond Index, a benchmark of investment-grade municipal bonds with
maturities of one year or more. As of December 31, 1997, the
dollar-weighted average maturity of the Lehman Brothers Municipal Bond
Index, Spartan Aggressive, and Spartan Municipal was approximately
14.0 years, 13.9 years, and 12.6 years, respectively. Spartan
Aggressive and Spartan Municipal do not have required levels for
investments in insured bonds. However, as of December 31, 1997, the
percentage of assets of Spartan Aggressive and Spartan Municipal
invested in insured bonds was 36.3% and 40.4%, respectively.
Spartan Aggressive and Spartan Municipal normally invest in
investment-grade securities, but reserve the right to invest up to 35%
and 5%, respectively, of their assets in below investment-grade
securities. As of December 31, 1997, 3.3% of Spartan Aggressive's
assets were invested in below investment-grade securities, and less
than 0.1% of Spartan Municipal's assets were invested in below
investment-grade securities. Each fund may invest all of its assets in
municipal securities issued to finance private activities. The
interest from these securities is a tax-preference item for purposes
of the AMT. As of December 31, 1997, 13.04% of Spartan Aggressive's
and 16.54% of Spartan Municipal's income dividends were subject to the
AMT.
SPARTAN INSURED
Although Spartan Insured and Spartan Municipal can invest in
securities of any maturity, FMR seeks to manage the funds to have
similar overall interest rate risk to the Lehman Brothers Insured
Municipal Bond Index and the Lehman Brothers Municipal Bond Index,
respectively. The Lehman Brothers Insured Municipal Bond Index is a
benchmark of municipal bonds that are backed by insurers with Aaa/AAA
ratings and have maturities of one year or more. The Lehman Brothers
Municipal Bond Index is a benchmark of investment-grade municipal
bonds with maturities of one year or more. As of December 31, 1997,
the dollar-weighted average maturity of the Lehman Brothers Insured
Municipal Bond Index and Spartan Insured was approximately 15.7 years
and 13.3 years, respectively. As of December 31, 1997, the
dollar-weighted average maturity of the Lehman Brothers Municipal Bond
Index and Spartan Municipal was approximately 14.0 years and 12.6
years, respectively. Spartan Insured, as a fundamental policy, invests
at least 65% of its total assets in insured municipal bonds. Spartan
Municipal does not have a required level for investments in insured
bonds. As of December 31, 1997, the percentage of assets of Spartan
Insured and Spartan Municipal invested in insured bonds was 81.6% and
40.4%, respectively.
As a matter of fundamental policy, Spartan Insured invests in only
investment-grade securities. Spartan Municipal normally invests in
investment-grade securities but reserves the right to invest up to 5%
of its assets in below investment-grade securities. As of December 31,
1997, Spartan Insured held only investment-grade securities, and less
than 0.1% of Spartan Municipal's assets were invested in below
investment-grade securities. Each fund may invest all of its assets in
municipal securities issued to finance private activities. The
interest from these securities is a tax-preference item for purposes
of the AMT. As of December 31, 1997, 3.05% of Spartan Insured's and
16.54% of Spartan Municipal's income dividends were subject to the
AMT.
If shareholder approval of the Spartan Insured Reorganization is
received, FMR may sell insured securities held by Spartan Insured in
the period between shareholder approval and the Closing Date. Such
selling could cause the level of insured bonds held by Spartan Insured
to fall below 65% during this period. In the event of the sale of any
of the fund's assets prior to the Reorganization, any transaction
costs associated with such adjustments will be borne by Spartan
Insured.
The investment objective of each fund is fundamental and may not be
changed without the approval of a vote of at least a majority of the
outstanding voting securities of the fund. There can be no assurance
that any fund will achieve its objective. With the exception of
fundamental policies, investment policies of the funds can be changed
without shareholder approval. The differences between the funds
discussed above, except as noted, could be changed without a vote of
shareholders.
PERFORMANCE COMPARISONS OF THE FUNDS
The funds have experienced similar performance from year to year and
on a cumulative basis. Spartan Aggressive has outperformed Spartan
Municipal mainly due to Spartan Aggressive's past investment policies
and the aggressive municipal sector's historical attractiveness.
Spartan Insured's superior performance to Spartan Municipal's is
mainly due to differences in past portfolio management and investment
policies.
The following table compares the funds' year-by-year total returns
and cumulative total returns for the periods indicated. Please note
that total returns are based on past results and are not an indication
of future performance.
Year-By-Year Total Returns
(periods ended December 31)
1993 1994 1995 1996 1997
Spartan Aggressive 13.63% -5.82% 14.89% 3.56% 10.29
%
Spartan Insured 13.85% -7.73% 18.67% 3.68% 9.54%
Spartan Municipal 13.11% -7.45% 16.18% 4.94% 9.23%
Cumulative Total Returns
(periods ended December 31, 1997)
1 year 3 years 5 years
Spartan Aggressive 10.29% 31.22% 40.43%
Spartan Insured 9.54% 34.78% 41.59%
Spartan Municipal 9.23% 33.17% 39.41%
The following graphs show the value of a hypothetical $10,000
investment in each fund made on December 31, 1992 through December 31,
1997 assuming all distributions are reinvested. The graphs compare the
cumulative total returns of the funds to the cumulative total returns
of Spartan Municipal during this period.
Spartan Aggressive Mun i Spartan Muni Income
(00012) (00037)
1992/1231 10000 10000
1993/0131 10150.37 10139.95
1993/0228 10506.45 10513.13
1993/0331 10418.21 10436.96
1993/0430 10525.7 10536.24
1993/0531 10609.13 10597.39
1993/0630 10785.16 10753.34
1993/0731 10816.76 10757.07
1993/0831 11050 10990.82
1993/0930 11185.16 11149.77
1993/1031 11207.78 11161.52
1993/1130 11131.02 11071.67
1993/1231 11363.31 11311.03
1994/0131 11488.15 11435.43
1994/0228 11227.2 11144.13
1994/0331 10747.12 10628.5
1994/0430 10798.18 10683.72
1994/0531 10879.13 10750.31
1994/0630 10843.92 10689.46
1994/0731 11029.38 10891.2
1994/0831 11061.39 10930.76
1994/0930 10918.7 10768.37
1994/1031 10739.07 10543.44
1994/1130 10468.93 10214.49
1994/1231 10702.16 10468.44
1995/0131 11014.23 10825.31
1995/0228 11300.56 11138.59
1995/0331 11314.57 11167.78
1995/0430 11333.46 11173.36
1995/0531 11657.46 11521.86
1995/0630 11563.59 11344.54
1995/0731 11635.3 11426.65
1995/0831 11758.54 11566.58
1995/0930 11847.97 11655.82
1995/1031 11990.6 11823.44
1995/1130 12193.78 12047.5
1995/1231 12295.62 12162.14
1996/0131 12378.24 12262.85
1996/0229 12341.54 12211.99
1996/0331 12083.89 12055.55
1996/0430 12047.12 12006.49
1996/0531 12034.57 12009.67
1996/0630 12171.58 12151.73
1996/0731 12267.16 12266.14
1996/0831 12296.82 12269.25
1996/0930 12413.09 12413.21
1996/1031 12553.46 12559.52
1996/1130 12769.86 12817.08
1996/1231 12732.97 12763.51
1997/0131 12784.65 12775.95
1997/0228 12907.08 12886.67
1997/0331 12774.87 12719.74
1997/0430 12878.52 12825.08
1997/0531 13041.19 13006.55
1997/0630 13195.65 13165.9
1997/0731 13577.96 13540.54
1997/0831 13451.77 13402.91
1997/0930 13625.73 13563.92
1997/1031 13720.51 13641.29
1997/1130 13801.32 13716.7
1997/1231 14043.44 13941.02
Spartan Insured Muni Spartan Muni Income
(00013) (00037)
1992/1231 10,000.00 10,000.00
1993/0131 10,126.14 10,139.95
1993/0228 10,616.21 10,513.13
1993/0331 10,475.57 10,436.96
1993/0430 10,591.14 10,536.24
1993/0531 10,632.57 10,597.39
1993/0630 10,828.22 10,753.34
1993/0731 10,824.25 10,757.07
1993/0831 11,093.43 10,990.82
1993/0930 11,228.48 11,149.77
1993/1031 11,214.42 11,161.52
1993/1130 11,081.93 11,071.67
1993/1231 11,384.53 11,311.03
1994/0131 11,515.93 11,435.43
1994/0228 11,168.26 11,144.13
1994/0331 10,563.04 10,628.50
1994/0430 10,591.15 10,683.72
1994/0531 10,726.18 10,750.31
1994/0630 10,613.99 10,689.46
1994/0731 10,855.69 10,891.20
1994/0831 10,878.90 10,930.76
1994/0930 10,687.70 10,768.37
1994/1031 10,458.67 10,543.44
1994/1130 10,208.00 10,214.49
1994/1231 10,504.85 10,468.44
1995/0131 10,910.81 10,825.31
1995/0228 11,282.77 11,138.59
1995/0331 11,402.63 11,167.78
1995/0430 11,401.97 11,173.36
1995/0531 11,764.09 11,521.86
1995/0630 11,582.87 11,344.54
1995/0731 11,684.89 11,426.65
1995/0831 11,837.53 11,566.58
1995/0930 11,907.06 11,655.82
1995/1031 12,100.98 11,823.44
1995/1130 12,334.78 12,047.50
1995/1231 12,466.57 12,162.14
1996/0131 12,569.70 12,262.85
1996/0229 12,471.63 12,211.99
1996/0331 12,272.33 12,055.55
1996/0430 12,218.05 12,006.49
1996/0531 12,197.26 12,009.67
1996/0630 12,321.73 12,151.73
1996/0731 12,436.93 12,266.14
1996/0831 12,424.69 12,269.25
1996/0930 12,592.35 12,413.21
1996/1031 12,751.40 12,559.52
1996/1130 13,005.57 12,817.08
1996/1231 12,925.81 12,763.51
1997/0131 12,955.79 12,775.95
1997/0228 13,069.09 12,886.67
1997/0331 12,882.36 12,719.74
1997/0430 12,990.88 12,825.08
1997/0531 13,178.79 13,006.55
1997/0630 13,310.22 13,165.90
1997/0731 13,744.47 13,540.54
1997/0831 13,576.33 13,402.91
1997/0930 13,753.76 13,563.92
1997/1031 13,843.72 13,641.29
1997/1130 13,920.81 13,716.70
1997/1231 14,158.51 13,941.02
COMPARISON OF OTHER POLICIES OF THE THREE FUNDS
DIVERSIFICATION. Spartan Aggressive, Spartan Insured, and Spartan
Municipal have similar diversification policies. Each fund is a
diversified fund. As a matter of fundamental policy, Spartan
Aggressive and Spartan Municipal, with respect to 75% of total assets,
and Spartan Insured, with respect to 75% of assets, may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any issuer. This limitation does not apply to U.S.
Government securities.
OTHER INVESTMENT POLICIES. Each fund may borrow from banks or other
funds advised by FMR, or through reverse repurchase agreements. As a
matter of fundamental policy, each fund may borrow only for temporary
or emergency purposes, but not in an amount exceeding 33 1/3% of its
total assets.
FMR normally invests each fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. However, each fund reserves the right to invest without
limitation in short-term instruments, to hold a substantial amount of
uninvested cash, or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes. Each
fund may also enter into when-issued and forward purchase or sale
transactions, asset-backed securities, variable and floating rate
securities, municipal lease obligations, securities with put features,
private entity securities, and illiquid and restricted securities. The
three funds have identical investment policies regarding issuing
senior securities, underwriting, concentration, real estate,
commodities, and lending.
As stated above, for more information about the risks and
restrictions associated with these policies, see each fund's
Prospectus, and for a more detailed discussion of the funds'
investments, see their Statements of Additional Information, which are
incorporated herein by reference.
OPERATIONS OF SPARTAN MUNICIPAL FOLLOWING THE REORGANIZATIONS
FMR does not expect Spartan Municipal to revise its investment
policies as a result of the Reorganizations. In addition, FMR does not
anticipate significant changes to the fund's management or to agents
that provide the fund with services. Specifically, the Trustees and
officers, the investment adviser, distributor, and other agents will
continue to serve Spartan Municipal in their current capacities.
George Fischer, who is currently the Portfolio Manager of Spartan
Municipal, Spartan Aggressive, and Spartan Insured, is expected to
continue to be responsible for portfolio management of the surviving
fund after the Reorganizations.
All of the current investments of Spartan Aggressive and Spartan
Insured are permissible investments for Spartan Municipal. As
explained above, however, Spartan Insured's portfolio consists of a
higher percentage of insured securities than Spartan Municipal.
Therefore, if shareholder approval of this Reorganization is received,
FMR may sell insured securities held by Spartan Insured in the period
between shareholder approval and the Closing Date of the
Reorganization. Such selling could cause the level of insured
securities held by Spartan Insured to fall below 65% during this
period. Transaction costs associated with such adjustments due to the
Reorganization that occur between shareholder approval and the Closing
Date will be borne by Spartan Insured. Transaction costs associated
with such adjustments that occur after either Closing Date will be
borne by Spartan Municipal. The funds may recognize a taxable gain or
loss on the disposition of securities pursuant to these portfolio
adjustments. See the section entitled "Reasons for the
Reorganization".
PURCHASES AND REDEMPTIONS
The purchase and redemption policies for all funds are identical,
except that Spartan Insured and Spartan Municipal offer checkwriting
and Spartan Aggressive does not.
The price to buy one share of each fund is each fund's net asset
value per share (NAV). Each fund's shares are sold without a sales
charge. Your shares are purchased at the next NAV calculated after
your investment is received in proper form. Each fund's NAV is
normally calculated each business day at 4:00 p.m. Eastern time. The
price to sell one share of each fund is the fund's NAV. Your shares
will be sold at the next NAV calculated after your order is received
in proper form. Refer to each fund's Prospectus for more information
regarding how to buy and sell shares.
Effective February 2, 1998, Spartan Aggressive and Spartan Insured
closed to new accounts, except for investments through Fidelity
Portfolio Advisory Services for Spartan Aggressive. Spartan Aggressive
and Spartan Insured shareholders on or prior to that date can continue
to purchase shares of their respective fund and, for Spartan
Aggressive, investments through Fidelity Portfolio Advisory Services
may continue. Shareholders of each fund may redeem shares through the
Closing Date of that fund's Reorganization. If either or both of the
Reorganizations are approved, the purchase and redemption policies of
the combined fund will remain unchanged.
EXCHANGES
The exchange privilege currently offered by each fund is the same and
is not expected to change after the Reorganizations. Shareholders of
the funds may exchange their shares of a fund for shares of any other
Fidelity fund available in a shareholder's state.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each fund distributes substantially all of its net investment income
and capital gains to shareholders each year. Each fund declares income
dividends daily and pays them monthly. Spartan Aggressive and Spartan
Insured normally distribute capital gains in February and December.
Spartan Municipal normally distributes capital gains in January and
December. On or before the Closing Date, Spartan Aggressive and
Spartan Insured may declare additional dividends or other
distributions in order to distribute substantially all of their
investment company taxable income and net realized capital gain.
Each of Spartan Aggressive and Spartan Insured will be required to
recognize gain or loss on Section 1256 contracts held by the
individual fund on the last day of its taxable year, which is December
31. If the Reorganizations are approved, gains or losses on Section
1256 contracts held on the Closing Date will be recognized on the
Closing Date.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
Each fund has received an opinion of its counsel, Kirkpatrick &
Lockhart LLP, that its respective Reorganization will constitute a
tax-free reorganization within the meaning of Section 368(a)(1)(C) of
the Internal Revenue Code of 1986, as amended (the Code). Accordingly,
except with respect to Section 1256 contracts, no gain or loss will be
recognized by the funds or their shareholders as a result of the
Reorganizations. Please see the section entitled "Federal Income Tax
Considerations" for more information.
As of December 31, 1997, Spartan Aggressive and Spartan Insured have
capital loss carryforwards for federal income tax purposes of
approximately $14,750,000 and $0, respectively. As of November 30,
1997, Spartan Municipal had a capital loss carryforward of
approximately $15,508,000. Under current federal income tax law,
Spartan Municipal may be limited to using only a portion, if any, of
the capital loss carryforwards transferred by Spartan Aggressive and
Spartan Insured at the time of the Reorganizations ("capital loss
carryforwards"). There is no assurance that Spartan Municipal will be
able to realize sufficient capital gains to use the capital loss
carryforwards before they expire. The capital loss carryforward
attributable to Spartan Aggressive will expire between November 30,
2002 and November 30, 2003. The capital loss carryforwards
attributable to Spartan Municipal will expire between November 30,
2000 and November 30, 2002.
COMPARISON OF PRINCIPAL RISK FACTORS
Each fund is subject to the risks normally associated with bond
funds. As described more fully above, the funds have substantially
similar investment objectives and similar investment policies. The
principal risk factors associated with the funds are set forth below.
INVESTMENT STRATEGY. SPARTAN AGGRESSIVE has the ability to invest up
to 35% of its assets in below investment-grade securities. Spartan
Municipal currently intends to invest in only investment-grade
securities but has the ability to invest up to 5% of its assets in
below investment-grade securities. Although below investment-grade
securities may provide the potential for significant price
appreciation, it is important to note that they are considered to have
speculative characteristics and involve greater risk of default or
price changes due to changes in the issuer's creditworthiness, or such
securities may already be in default. The market prices of these
securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general or regional economic
activity.
SPARTAN INSURED is required to invest at least 65% of its total
assets in municipal securities that are covered by insurance
guaranteeing the timely payment of principal and interest. Spartan
Municipal does not have a required level for investments in insured
bonds. Generally, insured bonds receive a higher credit rating than
uninsured bonds; therefore, the greater the percentage of insured
holdings, generally the higher the fund's credit quality. The credit
quality of a bond has an impact on its price. In most cases, the
higher the credit quality of a bond, the lower its yield will be;
consequently, the price of the bond may be higher. Spartan Insured, as
a matter of fundamental policy, invests only in investment-grade
municipal securities. Spartan Municipal currently intends to invest in
only investment-grade securities but has the ability to invest up to
5% of its assets in below investment-grade securities. Although below
investment-grade securities may provide the potential for significant
price appreciation, it is important to note that they are considered
to have speculative characteristics and involve greater risk of
default or price changes due to changes in the issuer's
creditworthiness or that such securities may already be in default.
The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of
general or regional economic activity.
THE PROPOSED TRANSACTIONS
1. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN
SPARTAN AGGRESSIVE MUNICIPAL FUND AND SPARTAN MUNICIPAL INCOME
FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached at Exhibit 1 to this Proxy Statement.
The Agreement contemplates (a) Spartan Municipal acquiring as of the
Closing Date all of the assets of Spartan Aggressive in exchange
solely for shares of Spartan Municipal and the assumption by Spartan
Municipal of Spartan Aggressive's liabilities; and (b) the
distribution of shares of Spartan Municipal to the shareholders of
Spartan Aggressive as provided for in the Agreement.
The assets of Spartan Aggressive to be acquired by Spartan Municipal
include all cash, cash equivalents, securities, receivables (including
interest or dividends receivables), claims, choses in action, and
other property owned by Spartan Aggressive, and any deferred or
prepaid expenses shown as an asset on the books of Spartan Aggressive
on the Closing Date. Spartan Municipal will assume from Spartan
Aggressive all liabilities, debts, obligations, and duties of Spartan
Aggressive of whatever kind or nature, whether absolute, accrued,
contingent, or otherwise, whether or not arising in the ordinary
course of business, whether or not determinable on the Closing Date,
and whether or not specifically referred to in the Agreement;
provided, however, that Spartan Aggressive will use its best efforts,
to the extent practicable, to discharge all of its known liabilities
prior to the Closing Date, other than liabilities incurred in the
ordinary course of business. Spartan Municipal also will deliver to
Spartan Aggressive the number of full and fractional shares of Spartan
Municipal having an aggregate net asset value equal to the value of
the assets of Spartan Aggressive less the liabilities of Spartan
Aggressive as of the Closing Date. Spartan Aggressive shall then
distribute the Spartan Municipal shares PRO RATA to its shareholders.
The value of Spartan Aggressive's assets to be acquired by Spartan
Municipal and the amount of its liabilities to be assumed by Spartan
Municipal will be determined as of the close of business of the NYSE
on the Closing Date, using the valuation procedures set forth in
Spartan Aggressive's then-current Prospectus and Statement of
Additional Information. The net asset value of a share of Spartan
Municipal will be determined as of the same time using the valuation
procedures set forth in its then-current Prospectus and Statement of
Additional Information.
As of the Closing Date, Spartan Aggressive will distribute to its
shareholders of record the shares of Spartan Municipal it received, so
that each Spartan Aggressive shareholder will receive the number of
full and fractional shares of Spartan Municipal equal in value to the
aggregate net asset value of shares of Spartan Aggressive held by such
shareholder on the Closing Date; Spartan Aggressive will be liquidated
as soon as practicable thereafter. Such distribution will be
accomplished by opening accounts on the books of Spartan Municipal in
the names of the Spartan Aggressive shareholders and by transferring
thereto shares of Spartan Municipal. Each Spartan Aggressive
shareholder's account shall be credited with the respective PRO RATA
number of full and fractional shares (rounded to the third decimal
place) of Spartan Municipal due that shareholder. Spartan Municipal
shall not issue certificates representing its shares in connection
with such exchange.
Accordingly, immediately after the Reorganization, each former
Spartan Aggressive shareholder will own shares of Spartan Municipal
equal to the aggregate net asset value of that shareholder's shares of
Spartan Aggressive immediately prior to the Reorganization. The net
asset value per share of Spartan Municipal will be unchanged by the
transaction. Thus, the Reorganization will not result in a dilution of
any shareholder interest.
Any transfer taxes payable upon issuance of shares of Spartan
Municipal in a name other than that of the registered holder of the
shares on the books of Spartan Aggressive as of that time shall be
paid by the person to whom such shares are to be issued as a condition
of such transfer. Any reporting responsibility of Spartan Aggressive
is and will continue to be its responsibility up to and including the
Closing Date and such later date on which Spartan Aggressive is
liquidated.
Spartan Aggressive will bear the cost of the Reorganization,
including professional fees, expenses associated with the filing of
registration statements, and the cost of soliciting proxies for the
Meeting, which will consist principally of printing and mailing
prospectuses and proxy statements, together with the cost of any
supplementary solicitation, provided that these expenses do not exceed
the fund's expense cap. Any merger-related costs that may be
attributable to Spartan Municipal will be borne by Spartan Municipal,
provided that they do not exceed the fund's expense cap. Expenses
exceeding each fund's expense cap will be borne by FMR. However, there
may be some transaction costs associated with portfolio adjustments to
Spartan Aggressive and Spartan Municipal due to the Reorganization
prior to the Closing Date that will be borne by Spartan Aggressive and
Spartan Municipal, respectively. Any transaction costs associated with
portfolio adjustments to Spartan Aggressive and Spartan Municipal due
to the Reorganization that occur after the Closing Date will be borne
by Spartan Municipal. The funds may recognize a taxable gain or loss
on the disposition of securities pursuant to these portfolio
adjustments. See the section entitled "Reasons for the
Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the meeting.
REASONS FOR THE REORGANIZATION
The Boards of Trustees (the Boards) of the funds have determined that
the Reorganization is in the best interests of the shareholders of
both funds and that the Reorganization will not result in a dilution
of the interests of shareholders of either fund.
In considering the Reorganization, the Boards considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the elimination of similar funds;
(8) the impact of changes to the municipal bond product line on the
funds and their shareholders; and
(9) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Boards at a meeting of the
Boards on January 15, 1998. In recommending the Reorganization, FMR
advised the Boards that the funds have similar investment objectives
and similar policies and permissible investments. In particular, FMR
informed the Boards that the funds differ primarily with respect to
their debt quality policy.
The Boards considered that former shareholders of Spartan Aggressive
will receive shares of Spartan Municipal equal to the value of their
shares of Spartan Aggressive. In addition, the funds have received an
opinion of counsel that, except with respect to Section 1256
contracts, the Reorganization will not result in any gain or loss for
federal income tax purposes either to Spartan Aggressive, Spartan
Municipal, or to the shareholders of either fund.
Furthermore, on January 15, 1998, the Boards considered FMR's
representation to the Boards that if the Reorganization is approved,
FMR would guarantee an expense ratio of 0.53% of average net assets
for the surviving fund (excluding interest, taxes, brokerage
commissions, and extraordinary expenses) following the Closing Date of
the Reorganization through December 31, 2000, resulting in a one-year
extension of the expense cap to shareholders of both Spartan
Aggressive and Spartan Municipal. As a result of prior mergers,
Spartan Aggressive and Spartan Municipal have expense caps of 0.53% of
average net assets, which are currently guaranteed through December
31, 1999. FMR also informed the Boards that any expenses associated
with the Reorganization, including professional fees, the costs of
proxy solicitation, and any additional merger-related costs directly
attributable to Spartan Aggressive would be borne by Spartan
Aggressive, provided that they do not exceed the fund's expense cap.
The Boards were informed that any merger-related costs, including
professional fees, directly attributable to Spartan Municipal would be
borne by Spartan Municipal, provided that they do not exceed the
fund's expense cap.
Finally, the Boards considered the proposed Reorganization in the
context of a general goal of reducing the number of similar funds
managed by FMR. While the reduction of similar funds potentially would
benefit FMR, it also should benefit shareholders by facilitating
increased operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Court Street Trust (the trust) is registered with the
Securities and Exchange Commission (the Commission) as an open-end
management investment company. The trust's Trustees are authorized to
issue an unlimited number of shares of beneficial interest of separate
series. Spartan Municipal is one of four funds of the trust. Each
share of Spartan Municipal represents an equal proportionate interest
with each other share of the fund, and each such share of Spartan
Municipal is entitled to equal voting, dividend, liquidation, and
redemption rights. Each shareholder of the fund is entitled to one
vote for each dollar value of net asset value of the fund that
shareholder owns. Shares of Spartan Municipal have no preemptive or
conversion rights. The voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the fund's
Prospectus. Shares are fully paid and nonassessable, except as set
forth in the fund's Statement of Additional Information under the
heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Spartan Aggressive's assets for Spartan Municipal's
shares and the assumption of the liabilities of Spartan Aggressive by
Spartan Municipal is intended to qualify for federal income tax
purposes as a tax-free reorganization under the Code. With respect to
the Reorganization, the participating funds have received an opinion
from Kirkpatrick & Lockhart LLP, counsel to Spartan Aggressive and
Spartan Municipal, substantially to the effect that:
(i) The acquisition by Spartan Municipal of all of the assets of
Spartan Aggressive solely in exchange for Spartan Municipal shares and
the assumption by Spartan Municipal of Spartan Aggressive's
liabilities, followed by the distribution by Spartan Aggressive of
Spartan Municipal shares to the shareholders of Spartan Aggressive
pursuant to the liquidation of Spartan Aggressive and constructively
in exchange for their Spartan Aggressive shares, will constitute a
reorganization within the meaning of section 368(a)(1)(C) of the Code,
and Spartan Aggressive and Spartan Municipal will each be "a party to
a reorganization" within the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan Aggressive upon
the transfer of all of its assets to Spartan Municipal in exchange
solely for Spartan Municipal shares and Spartan Municipal's assumption
of Spartan Aggressive's liabilities, followed by Spartan Aggressive's
subsequent distribution of those shares to shareholders in liquidation
of Spartan Aggressive;
(iii) No gain or loss will be recognized by Spartan Municipal upon
the receipt of the assets of Spartan Aggressive in exchange solely for
Spartan Municipal shares and its assumption of Spartan Aggressive's
liabilities;
(iv) The shareholders of Spartan Aggressive will recognize no gain or
loss upon the exchange of their Spartan Aggressive shares solely for
Spartan Municipal shares;
(v) The basis of Spartan Aggressive's assets in the hands of Spartan
Municipal will be the same as the basis of those assets in the hands
of Spartan Aggressive immediately prior to the Reorganization, and the
holding period of those assets in the hands of Spartan Municipal will
include the holding period of those assets in the hands of Spartan
Aggressive;
(vi) The basis of Spartan Aggressive shareholders in Spartan
Municipal shares will be the same as their basis in Spartan Aggressive
shares to be surrendered in exchange therefor; and
(vii)The holding period of the Spartan Municipal shares to be
received by the Spartan Aggressive shareholders will include the
period during which the Spartan Aggressive shares to be surrendered in
exchange therefor were held, provided such Spartan Aggressive shares
were held as capital assets by those shareholders on the date of the
Reorganization.
Shareholders of Spartan Aggressive should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
relates to only the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of
November 30, 1997 and on a pro forma combined basis (unaudited) as of
that date giving effect to the Reorganization.
Net Assets Net Asset Shares
Value Per Outstanding
Share
Spartan Aggressive $947,992,010 $11.71 80,930,843
Spartan Municipal $2,319,826,504 $12.61 183,940,016
Pro Forma Combined Fund $3,267,818,514 $12.61 259,117,812
CONCLUSION
The Agreement and the transactions provided for therein were approved
by the Boards at a meeting held on January 15, 1998. The Boards of
Trustees of Fidelity Municipal Street Trust and Fidelity Court Street
Trust determined that the proposed Reorganization is in the best
interests of shareholders of each fund and that the interests of
existing shareholders of Spartan Aggressive and Spartan Municipal
would not be diluted as a result of the Reorganization. In the event
that the Reorganization is not consummated, Spartan Aggressive will
continue to engage in business as a fund of a registered investment
company and the Board of Fidelity Municipal Trust will consider other
proposals for the reorganization or liquidation of the fund.
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN
INSURED MUNICIPAL INCOME FUND AND SPARTAN MUNICIPAL INCOME FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached at Exhibit 2 to this Proxy Statement.
The Agreement contemplates (a) Spartan Municipal acquiring as of the
Closing Date all of the assets of Spartan Insured in exchange solely
for shares of Spartan Municipal and the assumption by Spartan
Municipal of Spartan Insured's liabilities; and (b) the distribution
of shares of Spartan Municipal to the shareholders of Spartan Insured
as provided for in the Agreement.
The assets of Spartan Insured to be acquired by Spartan Municipal
include all cash, cash equivalents, securities, receivables (including
interest or dividends receivables), claims, choses in action, and
other property owned by Spartan Insured, and any deferred or prepaid
expenses shown as an asset on the books of Spartan Insured on the
Closing Date. Spartan Municipal will assume from Spartan Insured all
liabilities, debts, obligations, and duties of Spartan Insured of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that
Spartan Insured will use its best efforts, to the extent practicable,
to discharge all of its known liabilities prior to the Closing Date,
other than liabilities incurred in the ordinary course of business.
Spartan Municipal also will deliver to Spartan Insured the number of
full and fractional shares of Spartan Municipal having an aggregate
net asset value equal to the value of the assets of Spartan Insured
less the liabilities of Spartan Insured as of the Closing Date.
Spartan Insured shall then distribute the Spartan Municipal shares PRO
RATA to its shareholders.
The value of Spartan Insured's assets to be acquired by Spartan
Municipal and the amount of its liabilities to be assumed by Spartan
Municipal will be determined as of the close of business of the NYSE
on the Closing Date, using the valuation procedures set forth in
Spartan Insured's then-current Prospectus and Statement of Additional
Information. The net asset value of a share of Spartan Municipal will
be determined as of the same time using the valuation procedures set
forth in its then-current Prospectus and Statement of Additional
Information.
As of the Closing Date, Spartan Insured will distribute to its
shareholders of record the shares of Spartan Municipal it received, so
that each Spartan Insured shareholder will receive the number of full
and fractional shares of Spartan Municipal equal in value to the
aggregate net asset value of shares of Spartan Insured held by such
shareholder on the Closing Date; Spartan Insured will be liquidated as
soon as practicable thereafter. Such distribution will be accomplished
by opening accounts on the books of Spartan Municipal in the names of
the Spartan Insured shareholders and by transferring thereto shares of
Spartan Municipal. Each Spartan Insured shareholder's account shall be
credited with the respective PRO RATA number of full and fractional
shares (rounded to the third decimal place) of Spartan Municipal due
that shareholder. Spartan Municipal shall not issue certificates
representing its shares in connection with such exchange.
Accordingly, immediately after the Reorganization, each former
Spartan Insured shareholder will own shares of Spartan Municipal equal
to the aggregate net asset value of that shareholder's shares of
Spartan Insured immediately prior to the Reorganization. The net asset
value per share of Spartan Municipal will be unchanged by the
transaction. Thus, the Reorganization will not result in a dilution of
any shareholder interest.
Any transfer taxes payable upon issuance of shares of Spartan
Municipal in a name other than that of the registered holder of the
shares on the books of Spartan Insured as of that time shall be paid
by the person to whom such shares are to be issued as a condition of
such transfer. Any reporting responsibility of Spartan Insured is and
will continue to be its responsibility up to and including the Closing
Date and such later date on which Spartan Insured is liquidated.
Spartan Insured will bear the cost of the Reorganization, including
professional fees, expenses associated with the filing of registration
statements, and the cost of soliciting proxies for the Meeting, which
will consist principally of printing and mailing prospectuses and
proxy statements, together with the cost of any supplementary
solicitation, provided that these expenses do not exceed the fund's
expense cap. Any merger-related costs that may be attributable to
Spartan Municipal will be borne by Spartan Municipal, provided that
they do not exceed the fund's expense cap. Expenses exceeding each
fund's expense cap will be borne by FMR. However, there may be some
transaction costs associated with portfolio adjustments to Spartan
Insured and Spartan Municipal due to the Reorganization prior to the
Closing Date that will be borne by Spartan Insured and Spartan
Municipal, respectively. Any transaction costs associated with
portfolio adjustments to Spartan Insured and Spartan Municipal due to
the Reorganization that occur after the Closing Date will be borne by
Spartan Municipal. The funds may recognize a taxable gain or loss on
the disposition of securities pursuant to these portfolio adjustments.
See the section entitled "Reasons for the Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the meeting.
REASONS FOR THE REORGANIZATION
The Boards of Trustees (the Boards) of the funds have determined that
the Reorganization is in the best interests of the shareholders of
both funds and that the Reorganization will not result in a dilution
of the interests of shareholders of either fund.
In considering the Reorganization, the Boards considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the elimination of similar funds;
(8) the impact of changes to the municipal bond product line on the
funds and their shareholders; and
(9) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Boards at a meeting of the
Boards on January 15, 1998. In recommending the Reorganization, FMR
advised the Boards that the funds have similar investment objectives
and similar policies and permissible investments. In particular, FMR
informed the Boards that the funds differ primarily with respect to
their debt quality policy and required level of insured holdings.
The Boards considered that former shareholders of Spartan Insured
will receive shares of Spartan Municipal equal to the value of their
shares of Spartan Insured. In addition, the funds have received an
opinion of counsel that, except with respect to Section 1256
contracts, the Reorganization will not result in any gain or loss for
federal income tax purposes either to Spartan Insured, Spartan
Municipal, or to the shareholders of either fund.
Furthermore, on January 15, 1998, the Boards considered FMR's
representation to the Boards that if the Reorganization is approved,
FMR would guarantee an expense ratio of 0.53% of average net assets
for the surviving fund (excluding interest, taxes, brokerage
commissions and extraordinary expenses) following the Closing Date of
the Reorganization through December 31, 2000, resulting in an
immediate savings of 0.02% to the shareholders of Spartan Insured
(based on total fund operating expenses for the 12 months ended
December 31, 1997) and an extension of Spartan Municipal's expense cap
for an additional year. Previously, FMR had informed the Boards that
effective April 1, 1997, it would limit Spartan Insured's expense
ratio to 0.55% of average net assets. FMR also informed the Boards
that any expenses associated with the Reorganization, including
professional fees, the costs of proxy solicitation, and any additional
merger-related costs directly attributable to Spartan Insured would be
borne by Spartan Insured, provided that they do not exceed the fund's
expense cap. The Boards were informed that any merger-related costs,
including professional fees, directly attributable to Spartan
Municipal would be borne by Spartan Municipal, provided that they do
not exceed the fund's expense cap.
Finally, the Boards considered the proposed Reorganization in the
context of a general goal of reducing the number of similar funds
managed by FMR. While the reduction of similar funds potentially would
benefit FMR, it also should benefit shareholders by facilitating
increased operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Court Street Trust (the trust) is registered with the
Securities and Exchange Commission (the Commission) as an open-end
management investment company. The trust's Trustees are authorized to
issue an unlimited number of shares of beneficial interest of separate
series. Spartan Municipal is one of four funds of the trust. Each
share of Spartan Municipal represents an equal proportionate interest
with each other share of the fund, and each such share of Spartan
Municipal is entitled to equal voting, dividend, liquidation, and
redemption rights. Each shareholder of the fund is entitled to one
vote for each dollar value of net asset value of the fund that
shareholder owns. Shares of Spartan Municipal have no preemptive or
conversion rights. The voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the fund's
Prospectus. Shares are fully paid and nonassessable, except as set
forth in the fund's Statement of Additional Information under the
heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Spartan Insured's assets for Spartan Municipal's
shares and the assumption of the liabilities of Spartan Insured by
Spartan Municipal is intended to qualify for federal income tax
purposes as a tax-free reorganization under the Code. With respect to
the Reorganization, the participating funds have received an opinion
from Kirkpatrick & Lockhart LLP, counsel to Spartan Insured and
Spartan Municipal, substantially to the effect that:
(i) The acquisition by Spartan Municipal of all of the assets of
Spartan Insured solely in exchange for Spartan Municipal shares and
the assumption by Spartan Municipal of Spartan Insured's liabilities,
followed by the distribution by Spartan Insured of Spartan Municipal
shares to the shareholders of Spartan Insured pursuant to the
liquidation of Spartan Insured and constructively in exchange for
their Spartan Insured shares, will constitute a reorganization within
the meaning of section 368(a)(1)(C) of the Code, and Spartan Insured
and Spartan Municipal will each be "a party to a reorganization"
within the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan Insured upon the
transfer of all of its assets to Spartan Municipal in exchange solely
for Spartan Municipal shares and Spartan Municipal's assumption of
Spartan Insured's liabilities, followed by Spartan Insured's
subsequent distribution of those shares to shareholders in liquidation
of Spartan Insured;
(iii)No gain or loss will be recognized by Spartan Municipal upon the
receipt of the assets of Spartan Insured in exchange solely for
Spartan Municipal shares and its assumption of Spartan Insured's
liabilities;
(iv)The shareholders of Spartan Insured will recognize no gain or
loss upon the exchange of their Spartan Insured shares solely for
Spartan Municipal shares;
(v) The basis of Spartan Insured's assets in the hands of Spartan
Municipal will be the same as the basis of those assets in the hands
of Spartan Insured immediately prior to the Reorganization, and the
holding period of those assets in the hands of Spartan Municipal will
include the holding period of those assets in the hands of Spartan
Insured;
(vi)The basis of Spartan Insured shareholders in Spartan Municipal
shares will be the same as their basis in Spartan Insured shares to be
surrendered in exchange therefor; and
(vii)The holding period of the Spartan Municipal shares to be
received by the Spartan Insured shareholders will include the period
during which the Spartan Insured shares to be surrendered in exchange
therefor were held, provided such Spartan Insured shares were held as
capital assets by those shareholders on the date of the
Reorganization.
Shareholders of Spartan Insured should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
relates only to the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of
November 30, 1997 and on a pro forma combined basis (unaudited) as of
that date giving effect to the Reorganization.
Net Assets Net Asset Shares
Value Outstanding
Per Share
Spartan Insured $326,640,772 $12.25 26,666,412
Spartan Municipal $2,319,826,504 $12.61 183,940,016
Pro Forma Combined Fund $2,646,467,276 $12.61 209,843,329
CONCLUSION
The Agreement and the transactions provided for therein were approved
by the Boards at a meeting held on January 15, 1998. The Boards of
Trustees of Fidelity Municipal Trust and Fidelity Court Street Trust
determined that the proposed Reorganization is in the best interests
of shareholders of each fund and that the interests of existing
shareholders of Spartan Insured and Spartan Municipal would not be
diluted as a result of the Reorganization. In the event that the
Reorganization is not consummated, Spartan Insured will continue to
engage in business as a fund of a registered investment company and
the Board of Fidelity Municipal Trust will consider other proposals
for the reorganization or liquidation of the fund.
ADDITIONAL INFORMATION ABOUT SPARTAN MUNICIPAL INCOME FUND
On February 19, 1998, the Boards of Trustees of Fidelity Municipal
Trust and Fidelity Court Street Trust approved presenting to
shareholders of Fidelity Advisor Municipal Bond Fund a proposal to
merge Fidelity Advisor Municipal Bond Fund into Spartan Municipal
Income Fund. If this merger is approved by shareholders of Fidelity
Advisor Municipal Bond Fund, the assets of Fidelity Advisor Municipal
Bond Fund (approximately $940.8 million as of January 31, 1998) would
be transferred to Spartan Municipal on or about September 10, 1998, or
such other date as the parties may agree.
Spartan Municipal's Prospectus dated March 19, 1998, is enclosed with
this Proxy Statement and is incorporated herein by reference. The
Prospectus contains additional information about the fund including
its investment objective and policies, investment adviser, advisory
fees and expenses, organization, and procedures for purchasing and
redeeming shares. The prospectus also contains Spartan Municipal's
financial highlights for the fiscal year ended November 30, 1997 as
shown below:
SPARTAN MUNICIPAL INCOME FUND
Selected Per-Share Data and Ratios
Years ended
November 30 1997 1996 1995 1994A 1993 1992 1991 1990 1989 1988
Net asset
value, $ 12.430 $ 12.300 $ 11.040 $ 13.230 $ 12.720 $ 12.690 $ 12.610 $ 12.800 $ 12.210 $ 11.750
beginning of period
Income from
Investment .607 .648B .677 .755 .764 .811 .845 .857 .893 .901
Operations
Net interest income
Net realized
and .235 .109 1.260 (1.690) .700 .190 .310 .200 .600 .460
unrealized gain (loss)
Total from
investment .842 .757 1.937 (.935) 1.464 1.001 1.155 1.057 1.493 1.361
operations
Less
Distributions (.632)B (.623) (.677) (.755) (.764) (.811) (.845) (.857) (.893) (.901)
From net interest income
From net realized
gain (.030) (.004) -- (.500) (.190) (.160) (.230) (.390) (.010) --
Total
distributions (.662) (.627) (.677) (1.255) (.954) (.971) (1.075) (1.247) (.903) (.901)
Net asset
value, $12.610 $12.430 $12.300 $11.040 $13.230 $12.720 $12.690 12.610 $12.800 $12.210
end of period
Total return 7.02% 6.39% 17.95% (7.74)% 11.92% 8.21% 9.62% 8.91% 12.60% 11.93%
Net assets, end
of period $ 2,320 $ 1,837 $ 1,801 $ 1,693 $ 2,128 $ 2,075 $ 1,997 $ 1,784 $ 1,738 $ 1,574
(In millions)
Ratio of
expenses to .55% .56% .57% .56% .56% .57% .56% .57% .58% .60%
average net assets
Ratio of net
interest income 4.92% 5.32% 5.69% 6.21% 5.85% 6.40% 6.72% 6.96% 7.10% 7.48%
to average net assets
Portfolio turnover
rate 31%C 53% 50% 48% 53% 47% 44% 58% 71% 47%
A EFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
B NET INTEREST INCOME PER SHARE IN 1996 REFLECTS A PAYMENT RECEIVED
FROM AN ISSUER IN BANKRUPTCY WHICH WAS DISTRIBUTED IN 1997.
C THE PORTFOLIO TURNOVER RATE DOES NOT INCLUDE THE ASSETS ACQUIRED IN
THE MERGER.
MISCELLANEOUS
LEGAL MATTERS. Certain legal matters in connection with the issuance
of Spartan Municipal shares have been passed upon by Kirkpatrick &
Lockhart LLP, counsel to the trust.
EXPERTS. The audited financial statements of Spartan Aggressive,
Spartan Insured, and Spartan Municipal, incorporated by reference into
the Statements of Additional Information, have been examined by
Coopers & Lybrand L.L.P., independent accountants, whose reports
thereon are included in the Annual Reports to Shareholders for the
fiscal year ended December 31, 1997 or November 30, 1997, as
applicable. The financial statements audited by Coopers & Lybrand
L.L.P. have been incorporated by reference in reliance on their
reports given on their authority as experts in auditing and
accounting.
AVAILABLE INFORMATION. Fidelity Municipal Trust and Fidelity Court
Street Trust are each subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act, and in accordance
therewith file reports, proxy material, and other information with the
SEC. Such reports, proxy material, and other information can be
inspected and copied at the Public Reference Room maintained by the
SEC at 450 Fifth Street, N.W., Washington D.C. 20549 and 7 World Trade
Center, New York, NY 10048. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs
and Information Services, Securities and Exchange Commission,
Washington D.C. 20549, at prescribed rates.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR
NOMINEES. Please advise Fidelity Municipal Trust, in care of Fidelity
Service Company, Inc., P.O. Box 789, Boston, Massachusetts 02109,
whether other persons are beneficial owners of shares for which
proxies are being solicited and, if so, the number of copies of the
Proxy Statement you wish to receive in order to supply copies to the
beneficial owners of the respective shares.
ATTACHMENT 1
EXCERPTS FROM ANNUAL REPORT OF SPARTAN MUNICIPAL INCOME FUND DATED
NOVEMBER 30, 1997
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS
Spartan Municipal Income 7.02% 6.75% 8.48%
Lehman Brothers Municipal Bond Index 7.17% 7.27% 8.58%
General Municipal Debt Funds Average 6.88% 6.74% 8.24%
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
UNDERSTANDING
PERFORMANCE
HOW A FUND DID YESTERDAY IS
NO GUARANTEE OF HOW IT WILL
DO TOMORROW. BOND PRICES, FOR
EXAMPLE, GENERALLY MOVE IN THE
OPPOSITE DIRECTION OF INTEREST
RATES. IN TURN, THE SHARE PRICE,
RETURN AND YIELD OF A FUND THAT
INVESTS IN BONDS WILL VARY. THAT
MEANS IF YOU SELL YOUR SHARES
DURING A MARKET DOWNTURN, YOU
MIGHT LOSE MONEY. BUT IF YOU CAN
RIDE OUT THE MARKET'S UPS AND
DOWNS, YOU MAY HAVE A GAIN.
(CHECKMARK)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971130 19971217 165922 S00000000000001
Spartan Municipal Income LB Municipal Bond
00037 LB015
1987/11/30 10000.00 10000.00
1987/12/31 10166.30 10145.10
1988/01/31 10520.10 10506.47
1988/02/29 10652.34 10617.52
1988/03/31 10398.59 10494.36
1988/04/30 10474.70 10574.12
1988/05/31 10550.65 10543.56
1988/06/30 10676.89 10697.81
1988/07/31 10787.46 10767.56
1988/08/31 10837.21 10777.03
1988/09/30 11075.63 10972.10
1988/10/31 11288.48 11165.21
1988/11/30 11193.23 11062.93
1988/12/31 11408.95 11176.11
1989/01/31 11569.89 11407.23
1989/02/28 11499.90 11277.07
1989/03/31 11523.60 11250.12
1989/04/30 11895.44 11517.20
1989/05/31 12147.07 11756.41
1989/06/30 12265.11 11916.06
1989/07/31 12354.50 12078.24
1989/08/31 12299.69 11959.99
1989/09/30 12247.19 11924.35
1989/10/31 12375.43 12070.19
1989/11/30 12603.99 12281.42
1989/12/31 12708.79 12381.88
1990/01/31 12574.87 12323.31
1990/02/28 12739.52 12432.99
1990/03/31 12753.93 12436.72
1990/04/30 12524.52 12346.68
1990/05/31 12870.09 12616.21
1990/06/30 13007.54 12727.10
1990/07/31 13208.91 12914.19
1990/08/31 13071.51 12726.68
1990/09/30 13170.12 12733.93
1990/10/31 13345.17 12964.92
1990/11/30 13726.69 13225.65
1990/12/31 13785.74 13283.18
1991/01/31 13965.29 13461.44
1991/02/28 14052.70 13578.56
1991/03/31 14097.92 13583.44
1991/04/30 14290.80 13764.10
1991/05/31 14416.66 13886.47
1991/06/30 14417.43 13872.72
1991/07/31 14626.87 14041.69
1991/08/31 14756.08 14226.62
1991/09/30 14874.03 14411.85
1991/10/31 15013.88 14541.56
1991/11/30 15046.65 14582.13
1991/12/31 15188.66 14895.06
1992/01/31 15344.58 14929.02
1992/02/29 15375.98 14933.80
1992/03/31 15391.04 14939.32
1992/04/30 15538.21 15072.28
1992/05/31 15687.34 15249.68
1992/06/30 15904.87 15505.57
1992/07/31 16312.92 15970.43
1992/08/31 16095.79 15814.72
1992/09/30 16139.01 15918.15
1992/10/31 15870.29 15761.67
1992/11/30 16282.14 16043.96
1992/12/31 16458.45 16207.77
1993/01/31 16688.78 16396.27
1993/02/28 17302.97 16989.32
1993/03/31 17177.62 16809.74
1993/04/30 17341.02 16979.35
1993/05/31 17441.66 17074.78
1993/06/30 17698.32 17359.76
1993/07/31 17704.47 17382.50
1993/08/31 18089.18 17744.40
1993/09/30 18350.79 17946.51
1993/10/31 18370.12 17981.15
1993/11/30 18222.25 17822.73
1993/12/31 18616.20 18198.97
1994/01/31 18820.94 18406.80
1994/02/28 18341.50 17930.07
1994/03/31 17492.86 17199.95
1994/04/30 17583.74 17345.81
1994/05/31 17693.33 17496.20
1994/06/30 17593.20 17389.30
1994/07/31 17925.22 17708.04
1994/08/31 17990.33 17769.31
1994/09/30 17723.06 17508.46
1994/10/31 17352.86 17197.51
1994/11/30 16811.46 16886.58
1994/12/31 17229.43 17258.25
1995/01/31 17816.77 17751.49
1995/02/28 18332.39 18267.70
1995/03/31 18380.43 18477.60
1995/04/30 18389.62 18499.40
1995/05/31 18963.19 19089.72
1995/06/30 18671.35 18923.64
1995/07/31 18806.49 19103.04
1995/08/31 19036.79 19345.26
1995/09/30 19183.67 19467.72
1995/10/31 19459.54 19750.78
1995/11/30 19828.32 20078.44
1995/12/31 20016.99 20271.40
1996/01/31 20182.75 20424.45
1996/02/29 20099.03 20286.58
1996/03/31 19841.57 20027.32
1996/04/30 19760.82 19970.64
1996/05/31 19766.05 19962.65
1996/06/30 19999.86 20180.05
1996/07/31 20188.16 20363.68
1996/08/31 20193.29 20358.80
1996/09/30 20430.21 20643.82
1996/10/31 20671.02 20877.30
1996/11/30 21094.92 21259.36
1996/12/31 21006.75 21170.07
1997/01/31 21027.23 21210.08
1997/02/28 21209.46 21404.79
1997/03/31 20934.72 21119.46
1997/04/30 21108.09 21296.23
1997/05/31 21406.77 21616.53
1997/06/30 21669.02 21846.74
1997/07/31 22285.63 22451.90
1997/08/31 22059.11 22241.52
1997/09/30 22324.10 22505.53
1997/10/31 22451.44 22650.24
1997/11/28 22575.55 22783.42
IMATRL PRASUN SHR__CHT 19971130 19971217 165925 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Spartan Municipal Income Fund on November 30, 1987. As the
chart shows, by November 30, 1997, the value of the investment would
have grown to $22,576 - a 125.76% increase on the initial investment.
For comparison, look at how the Lehman Brothers Municipal Bond Index
did over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 would have grown to $22,783 - a 127.83%
increase.
MARKET RECAP
With investor sentiment, shifting
supply/demand conditions and
Federal Reserve Board policymaking
playing key roles, municipal bonds
performed more or less in line with
their taxable counterparts for the
12 months that ended November 30,
1997. The Lehman Brothers Municipal
Bond Index - a broad measure of the
municipal bond market - returned
7.17%, while the Lehman Brothers
Aggregate Bond Index - a
barometer of the taxable bond market
- - returned 7.55%. Through much of
the first half of the period, the
supply/demand scenario within the
muni market was favorable: low
supply and high demand that led to
rising municipal bond prices. The
second half, however, saw a large
amount of new issuance come to
market, and while demand remained
strong, it took time for investors to
become acclimated to this new supply.
In the interim, muni bond prices fell.
The cold months of winter contrasted
with what many felt was an
overheating economy ripe for an
inflation appearance. In late March,
the Federal Reserve Board raised a
key short-term interest rate by 0.25%.
While this move was anticipated by
investors, the market nonetheless
reacted negatively. From April through
mid-September, market conditions
were more friendly. Favorable
economic data soothed inflationary
concerns, while the Fed's reluctance to
raise rates further was another
positive influence. High supply and
low demand resulted in a sub-par
performance for muni bonds in
September and October, but Asian
volatility toward the end of the period
changed momentum. Currency
devaluations meant prices of Asian
goods would become cheaper, further
decreasing the likelihood of
inflation.
An interview with David Murphy, Portfolio Manager of Spartan Municipal
Income Fund
Q. HOW DID THE FUND PERFORM, DAVID?
A. Pretty well. For the 12-month period that ended November 30, 1997,
the fund had a total return of 7.02%. To get a sense of how the fund
did relative to its competitors, the general municipal debt funds
average returned 6.88% for the same 12-month period, according to
Lipper Analytical Services. Additionally, the Lehman Brothers
Municipal Bond Index - which is a broad measure of the performance of
the municipal bond market - returned 7.17% for the same one-year
period.
Q. WHAT WERE SOME OF THE KEY ELEMENTS OF YOUR STRATEGY?
A. In terms of the way the fund's investments were allocated among
bonds with various maturities, I focused on bonds with maturities
between eight and 15 years. I did that because the yield curve - which
is a graphical representation of bond yields by ascending maturity
dates - was flat beyond 15 years. Up to about a 15-year maturity, an
investor was paid an appropriate amount of additional income for each
additional year of maturity. It is this additional income that
compensates the investor for the additional risk taken on by investing
in the long-maturity part of the market. But for bonds with maturities
longer than 15 years, the extra income for each successive year was
not, in my opinion, attractive enough given the level of risk inherent
in these long-term bonds. Another key strategy was that I kept the
fund's duration, which measures its sensitivity to changing interest
rates, neutral relative to the municipal bond market as a whole, as
represented by the Lehman Brothers Municipal Bond Index. By doing so,
the fund avoids getting whipsawed by becoming bullish or bearish about
the direction of interest rates at the wrong time.
Q. WHAT WERE SOME OF THE FUND'S BEST PERFORMERS DURING THE PERIOD?
A. Several holdings issued by the Massachusetts Industrial Finance
Agency on behalf of health care organizations performed particularly
well. One of these, Atlanticare Medical Center, was boosted on the
news that it would be taken over by a subsidiary of the Partners
Group, one of the dominant health care providers in the greater Boston
area. Other good performers were bonds issued for the Massachusetts
Biomedical Research Corp. They did well because more investors became
better-informed about the facility's positive financial performance.
Additionally, the fund's holdings in bonds issued in the state of New
York - which made up 15.3% of investments at the end of the period -
were winners. The state's finances improved, driven in part by the
strength of the securities industry, which is an important contributor
to New York's tax revenues. In recognition of this improvement,
Standard & Poor's - one of the municipal bond credit rating agencies -
recently upgraded the credit rating of some of the state's agencies,
which was a positive for the price of the fund's state-agency
holdings. Likewise, general obligation bonds issued by New York City
also performed well. The city's economy continued to expand and tax
revenues rose. I especially liked the fact that the city has been
conservative in its budgeting, not relying on a continuation of a
dramatic boost from Wall Street next year. Furthermore, because the
city now uses a new financing vehicle - the Transitional Finance
Authority - to raise money for capital construction projects, there
probably will be a dramatic decline in the amount of New York City
general obligation bonds issued in the near term.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. There wasn't much improvement in the price of bonds issued by
Michigan Health Care Corporation, which has been mired in bankruptcy
since 1995. Fortunately, the fund's investments in these bonds were
small, so they weren't a major detractor from the fund's performance.
Q. DURING THE PAST SIX MONTHS, THERE WAS A SMALL INCREASE IN THE
FUND'S ELECTRIC UTILITY REVENUE POSITION. GIVEN THAT THE ELECTRIC
INDUSTRY IS UNDER PRESSURE FROM THE THREAT OF INCREASED COMPETITION,
WHAT FACTORS DO YOU LOOK FOR WHEN SELECTING THESE BONDS?
A. The electric utility industry is in the early stages of a
transformation from an environment where electric providers enjoy
monopolistic strongholds on a given service area to one where
competition will reign. With that in mind, I have focused on electric
utilities that are either well-prepared to deal with increased
competition or those that I believe can meet competitive challenges
down the road, but have been severely penalized by the market today.
Q. WHAT'S AHEAD FOR THE MUNICIPAL MARKET?
A. During the past several years, the amount of outstanding municipal
bonds has shrunk considerably. In the first half of 1997, the low
supply helped the municipal market outperform the taxable bond market.
I expect supply will increase next year. The question is, will there
be enough demand to digest that supply? In my view, that will depend
on how investors perceive the attractiveness of municipals relative to
other fixed-income alternatives and especially to equity investments.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT DATED
NOVEMBER 30, 1997. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY
TIME BASED ON MARKET AND OTHER CONDITIONS.
DAVID MURPHY ON MUNICIPAL
BOND SUPPLY:
"The supply of municipal bonds is
a significant factor in their
performance. During the past six
months, interest rates have declined
fairly significantly. Falling interest
rates have prompted municipal
bond issuers to refund, or
refinance, their older debt at
current low interest rates, much in
the same fashion that homeowners
refinance their mortgages when
they see an opportunity to lower
their interest costs. As a result of a
recent increase in the supply of
municipal bonds, their prices
tended to lag U.S. Treasuries during
the final months of the period. If
interest rates stay at current low
levels, or fall further, I think that the
supply of issued municipal bonds
will continue to expand, perhaps
dramatically. This would, in my
opinion, lead to further
underperformance of municipals
relative to U.S. Treasuries. But if
there is a significant decline in the
U.S. stock market, more investor
dollars could be reallocated to
municipals, helping to bolster that
market."
NOTE TO SHAREHOLDERS: Effective
January 31, 1998, George Fischer
became manager of the fund.
Fischer joined Fidelity in 1989 and
manages several Fidelity and
Spartan municipal income funds.
ATTACHMENT 2
ANNUAL FUND OPERATING EXPENSES AND EXAMPLES OF FUND EXPENSES FOR
CERTAIN REORGANIZATIONS
IF JUST SPARTAN AGGRESSIVE REORGANIZATION IS APPROVED:
Spartan Spartan Pro Forma
AggressiveA MunicipalB Expenses
Combined
FundC
Management Fees 0.35% 0.37% 0.37%
(after reimbursement)
Other Expenses 0.18% 0.16% 0.16%
Total Fund Operating Expenses 0.53% 0.53% 0.53%
(after reimbursement)
A Effective August 1, 1997, FMR agreed to reimburse the fund to the
extent that total operating expenses exceed 0.53% of its average net
assets (excluding interest, taxes, brokerage commissions, and
extraordinary expenses). This agreement will continue through December
31, 1999. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would have been 0.40%, 0.18%, and 0.58%,
respectively.
B Effective October 24, 1997, FMR agreed to reimburse the fund to the
extent that total operating expenses exceed 0.53% of its average net
assets (excluding interest, taxes, brokerage commissions, and
extraordinary expenses). This agreement will continue through December
31, 1999. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would have been 0.39%, 0.16%, and 0.55%,
respectively.
c FMR has agreed to limit the combined fund's total operating expenses
to 0.53% of its average net assets (excluding interest, taxes,
brokerage commissions and extraordinary expenses) through December 31,
2000. If this agreement were not in effect, the management fee, other
expenses, and total operating expenses, as a percentage of average net
assets, would be 0.39%, 0.16%, and 0.55%, respectively.
EXAMPLE:
After 1 After 3 After 5 After 10
Year Years Years Years
Spartan Aggressive $5 $17 $30 $66
Spartan Municipal $5 $17 $30 $66
Combined Fund $5 $17 $30 $66
IF JUST SPARTAN INSURED REORGANIZATION IS APPROVED:
Spartan Spartan Pro Forma
InsuredA MunicipalB Expenses
Combined
FundC
Management Fees 0.35% 0.37% 0.37%
(after reimbursement)
Other Expenses 0.20% 0.16% 0.16%
Total Fund 0.55% 0.53% 0.53%
Operating Expenses
(after reimbursement)
A Effective April 1, 1997, FMR voluntarily agreed to reimburse the
fund to the extent that total operating expenses exceed 0.55% of its
average net assets (excluding interest, taxes, brokerage commissions
and extraordinary expenses). If this agreement were not in effect, the
management fee, other expenses, and total operating expenses, as a
percentage of average net assets,would have been 0.39%, 0.20%, and
0.59%, respectively.
B Effective October 24, 1997, FMR agreed to reimburse the fund to the
extent that total operating expenses exceed 0.53% of its average net
assets (excluding interest, taxes, brokerage commissions, and
extraordinary expenses). This agreement will continue through December
31, 1999. If this agreement were not in effect, the management fee,
other expenses, and total operating expenses, as a percentage of
average net assets, would have been 0.39%, 0.16%, and 0.55%,
respectively.
C FMR has agreed to limit the combined fund's total operating expenses
to 0.53% of its average net assets (excluding interest, taxes,
brokerage commissions and extraordinary expenses) through December 31,
2000. If this agreement were not in effect, the management fee, other
expenses, and total operating expenses, as a percentage of average net
assets, would be 0.39%, 0.16%, and 0.55%, respectively.
EXAMPLE:
After 1 After 3 After 5 After 10
Year Years Years Years
Spartan Insured $6 $18 $31 $69
Spartan Municipal $5 $17 $30 $66
Combined Fund $5 $17 $30 $66
EXHIBIT 1
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of May 18, 1998 by and between Fidelity Municipal Trust, a
Massachusetts business trust, on behalf of its series Spartan
Aggressive Municipal Fund (Spartan Aggressive) and Fidelity Court
Street Trust, a Massachusetts business trust, on behalf of its series
Spartan Municipal Income Fund (Spartan Municipal). Fidelity Municipal
Trust and Fidelity Court Street Trust may be referred to herein
collectively as the "Trusts" or each individually as a "Trust." The
Trusts are duly organized business trusts under the laws of the
Commonwealth of Massachusetts with their principal place of business
at 82 Devonshire Street, Boston, Massachusetts 02109. Spartan
Municipal and Spartan Aggressive may be referred to herein
collectively as the "Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
Spartan Aggressive to Spartan Municipal solely in exchange for shares
of beneficial interest in Spartan Municipal (the Spartan Municipal
Shares) and the assumption by Spartan Municipal of Spartan
Aggressive's liabilities; and (b) the constructive distribution of
such shares by Spartan Aggressive PRO RATA to its shareholders in
complete liquidation and termination of Spartan Aggressive in exchange
for all of Spartan Aggressive's outstanding shares. Spartan Aggressive
shall receive shares of Spartan Municipal having an aggregate net
asset value equal to the value of the assets of Spartan Aggressive on
the Closing Date (as defined in Section 6), which Spartan Aggressive
shall then distribute PRO RATA to its shareholders. The foregoing
transactions are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SPARTAN AGGRESSIVE. Spartan
Aggressive represents and warrants to and agrees with Spartan
Municipal that:
(a) Spartan Aggressive is a series of Fidelity Municipal Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state,
and local authorizations to carry on its business as now being
conducted and to carry out this Agreement;
(b) Fidelity Municipal Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of Spartan
Aggressive (both dated February 26, 1998), previously furnished to
Spartan Municipal, did not and do not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan Aggressive, threatened against
Spartan Aggressive which assert liability on the part of Spartan
Aggressive. Spartan Aggressive knows of no facts which might form the
basis for the institution of such proceedings;
(e) Spartan Aggressive is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Spartan Aggressive, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
Spartan Aggressive is a party or by which Spartan Aggressive is bound
or result in the acceleration of any obligation or the imposition of
any penalty under any agreement, judgment or decree to which Spartan
Aggressive is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Spartan Aggressive at December 31, 1997, have been audited by
Coopers & Lybrand L.L.P., independent accountants, and have been
furnished to Spartan Municipal. Said Statement of Assets and
Liabilities and Schedule of Investments fairly present the Fund's
financial position as of such date and said Statement of Operations,
Statement of Changes in Net Assets, and Financial Highlights fairly
reflect its results of operations, changes in financial position, and
financial highlights for the periods covered thereby in conformity
with generally accepted accounting principles consistently applied;
(g) Spartan Aggressive has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of December 31, 1997 and
those incurred in the ordinary course of Spartan Aggressive's business
as an investment company since December 31, 1997;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Fidelity Court
Street Trust on Form N-14 relating to the shares of Spartan Municipal
issuable hereunder and the proxy statement of Spartan Aggressive
included therein (Proxy Statement), on the effective date of the
Registration Statement and insofar as they relate to Spartan
Aggressive (i) comply in all material respects with the provisions of
the Securities Act of 1933, as amended (the 1933 Act), the Securities
Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and
the rules and regulations thereunder, and (ii) do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the prospectus
contained in the Registration Statement of which the Proxy Statement
is a part (the Prospectus), as amended or supplemented, insofar as it
relates to Spartan Aggressive, does not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(i) All material contracts and commitments of Spartan Aggressive
(other than this Agreement) will be terminated without liability to
Spartan Aggressive prior to or on the Closing Date (other than those
made in connection with redemptions of shares and the purchase and
sale of portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan
Aggressive of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(k) Spartan Aggressive has filed or will file all federal and state
tax returns which, to the knowledge of Spartan Aggressive's officers,
are required to be filed by Spartan Aggressive and has paid or will
pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the
best of Spartan Aggressive's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such
returns;
(l) Spartan Aggressive has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment
company for all prior taxable years and intends to meet such
requirements for its current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Spartan Aggressive
are, and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of
Massachusetts law (except as disclosed in the Fund's Statement of
Additional Information), and have been offered for sale and in
conformity with all applicable federal securities laws. All of the
issued and outstanding shares of Spartan Aggressive will, at the
Closing Date, be held by the persons and in the amounts set forth in
the list of shareholders submitted to Spartan Municipal in accordance
with this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Spartan Aggressive will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of Spartan Aggressive to be
transferred to Spartan Municipal pursuant to this Agreement. As of the
Closing Date, subject only to the delivery of Spartan Aggressive's
portfolio securities and any such other assets as contemplated by this
Agreement, Spartan Municipal will acquire Spartan Aggressive's
portfolio securities and any such other assets subject to no
encumbrances, liens, or security interests (except for those that may
arise in the ordinary course and are disclosed to Spartan Municipal)
and without any restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Spartan Aggressive, and this Agreement
constitutes a valid and binding obligation of Spartan Aggressive
enforceable in accordance with its terms, subject to shareholder
approval.
2. REPRESENTATIONS AND WARRANTIES OF SPARTAN MUNICIPAL. Spartan
Municipal represents and warrants to and agrees with Spartan
Aggressive that:
(a) Spartan Municipal is a series of Fidelity Court Street Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state,
and local authorizations to carry on its business as now being
conducted and to carry out this Agreement;
(b) Fidelity Court Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectus and Statement of Additional Information of Spartan
Municipal (both dated March 19,1998), previously furnished to Spartan
Aggressive, did not and do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan Municipal, threatened against
Spartan Municipal which assert liability on the part of Spartan
Municipal. Spartan Municipal knows of no facts which might form the
basis for the institution of such proceedings;
(e) Spartan Municipal is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Spartan Municipal, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
Spartan Municipal is a party or by which Spartan Municipal is bound or
result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which Spartan
Municipal is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Spartan Municipal at November 30, 1997, have been audited by
Coopers & Lybrand L.L.P., independent accountants, and have been
furnished to Spartan Aggressive. Said Statement of Assets and
Liabilities and Schedule of Investments fairly present its financial
position as of such date and said Statement of Operations, Statement
of Changes in Net Assets, and Financial Highlights fairly reflect its
results of operations, changes in financial position, and financial
highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Spartan Municipal has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of November 30, 1997, and
those incurred in the ordinary course of Spartan Municipal's business
as an investment company since November 30, 1997;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan
Municipal of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(i) Spartan Municipal has filed or will file all federal and state
tax returns which, to the knowledge of Spartan Municipal's officers,
are required to be filed by Spartan Municipal and has paid or will pay
all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the
best of Spartan Municipal's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such
returns;
(j) Spartan Municipal has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for
its current taxable year ending on November 30, 1998;
(k) As of the Closing Date, the shares of beneficial interest of
Spartan Municipal to be issued to Spartan Aggressive will have been
duly authorized and, when issued and delivered pursuant to this
Agreement, will be legally and validly issued and will be fully paid
and nonassessable as a matter of Massachusetts law (except as
disclosed in the Fund's Statement of Additional Information) by
Spartan Municipal, and no shareholder of Spartan Municipal will have
any preemptive right of subscription or purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Spartan Municipal, and this Agreement
constitutes a valid and binding obligation of Spartan Municipal
enforceable in accordance with its terms, subject to approval by the
shareholders of Spartan Aggressive;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Spartan Municipal, (i) will comply in all material respects
with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act,
and the rules and regulations thereunder, and (ii) will not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Spartan Municipal,
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(n) The issuance of the Spartan Municipal Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Spartan Municipal have been offered for sale and sold in conformity
with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Spartan
Aggressive and to the other terms and conditions contained herein,
Spartan Aggressive agrees to assign, sell, convey, transfer, and
deliver to Spartan Municipal as of the Closing Date all of the assets
of Spartan Aggressive of every kind and nature existing on the Closing
Date. Spartan Municipal agrees in exchange therefor: (i) to assume all
of Spartan Aggressive's liabilities existing on or after the Closing
Date, whether or not determinable on the Closing Date, and (ii) to
issue and deliver to Spartan Aggressive the number of full and
fractional shares of Spartan Municipal having an aggregate net asset
value equal to the value of the assets of Spartan Aggressive
transferred hereunder, less the value of the liabilities of Spartan
Aggressive, determined as provided for under Section 4.
(b) The assets of Spartan Aggressive to be acquired by Spartan
Municipal shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest or dividends
receivables), claims, choses in action, and other property owned by
Spartan Aggressive, and any deferred or prepaid expenses shown as an
asset on the books of Spartan Aggressive on the Closing Date. Spartan
Aggressive will pay or cause to be paid to Spartan Municipal any
dividend or interest payments received by it on or after the Closing
Date with respect to the assets transferred to Spartan Municipal
hereunder, and Spartan Municipal will retain any dividend or interest
payments received by it after the Valuation Time with respect to the
assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of Spartan Aggressive to be assumed by Spartan
Municipal shall include (except as otherwise provided for herein) all
of Spartan Aggressive's liabilities, debts, obligations, and duties,
of whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the
foregoing, Spartan Aggressive agrees to use its best efforts to
discharge all of its known liabilities prior to the Closing Date,
other than liabilities incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, Spartan Aggressive will constructively
distribute PRO RATA to its shareholders of record, determined as of
the Valuation Time on the Closing Date, the Spartan Municipal Shares
in exchange for such shareholders' shares of beneficial interest in
Spartan Aggressive and Spartan Aggressive will be liquidated in
accordance with Spartan Aggressive's Amended and Restated Declaration
of Trust. Such distribution shall be accomplished by the Funds'
transfer agent opening accounts on Spartan Municipal's share transfer
books in the names of the Spartan Aggressive shareholders and
transferring the Spartan Municipal Shares thereto. Each Spartan
Aggressive shareholder's account shall be credited with the respective
PRO RATA number of full and fractional (rounded to the third decimal
place) Spartan Municipal Shares due that shareholder. All outstanding
Spartan Aggressive shares, including any represented by certificates,
shall simultaneously be canceled on Spartan Aggressive's share
transfer records. Spartan Municipal shall not issue certificates
representing the Spartan Municipal Shares in connection with the
Reorganization.
(e) Any reporting responsibility of Spartan Aggressive is and shall
remain its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Spartan Municipal
Shares in a name other than that of the registered holder on Spartan
Aggressive's books of the Spartan Aggressive shares constructively
exchanged for the Spartan Municipal Shares shall be paid by the person
to whom such Spartan Municipal Shares are to be issued, as a condition
of such transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the
Valuation Time).
(b) As of the Closing Date, Spartan Municipal will deliver to Spartan
Aggressive the number of Spartan Municipal Shares having an aggregate
net asset value equal to the value of the assets of Spartan Aggressive
transferred hereunder less the liabilities of Spartan Aggressive,
determined as provided in this Section 4.
(c) The net asset value per share of the Spartan Municipal Shares to
be delivered to Spartan Aggressive, the value of the assets of Spartan
Aggressive transferred hereunder, and the value of the liabilities of
Spartan Aggressive to be assumed hereunder shall in each case be
determined as of the Valuation Time.
(d) The net asset value per share of the Spartan Municipal Shares
shall be computed in the manner set forth in the then-current Spartan
Municipal Prospectus and Statement of Additional Information, and the
value of the assets and liabilities of Spartan Aggressive shall be
computed in the manner set forth in the then-current Spartan
Aggressive Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for Spartan Aggressive and Spartan Municipal.
5. FEES; EXPENSES.
(a) Spartan Aggressive shall be responsible for all expenses, fees
and other charges in connection with the transactions contemplated by
this Agreement, provided that they do not exceed the Fund's 0.53%
expense cap in effect since August 1, 1997. Expenses exceeding Spartan
Aggressive's expense cap will be paid by FMR (but not including costs
incurred in connection with the purchase or sale of portfolio
securities). Any expenses incurred in connection with the transactions
contemplated by this Agreement which may be attributable to Spartan
Municipal will be borne by Spartan Municipal, provided that they do
not exceed the Fund's 0.53% expense cap in effect since October 24,
1997. Expenses exceeding Spartan Municipal's expense cap will be paid
by FMR (but not including costs incurred in connection with the
purchase or sale of portfolio securities).
(b) Each of Spartan Municipal and Spartan Aggressive represents that
there is no person who has dealt with it who by reason of such
dealings is entitled to any broker's or finder's or other similar fee
or commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trusts, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on August 20,
1998, or at some other time, date, and place agreed to by Spartan
Aggressive and Spartan Municipal (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of Spartan Aggressive and the net asset
value per share of Spartan Municipal is impracticable, the Valuation
Time and the Closing Date shall be postponed until the first business
day after the day when such trading shall have been fully resumed and
such reporting shall have been restored, or such other date as the
parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SPARTAN AGGRESSIVE.
(a) Spartan Aggressive agrees to call a meeting of its shareholders
after the effective date of the Registration Statement to consider
transferring its assets to Spartan Municipal as herein provided,
adopting this Agreement, and authorizing the liquidation of Spartan
Aggressive.
(b) Spartan Aggressive agrees that as soon as reasonably practicable
after distribution of the Spartan Municipal Shares, Spartan Aggressive
shall be terminated as a series of Fidelity Municipal Trust pursuant
to its Amended and Restated Declaration of Trust, any further actions
shall be taken in connection therewith as required by applicable law,
and on and after the Closing Date Spartan Aggressive shall not conduct
any business except in connection with its liquidation and
termination.
8. CONDITIONS TO OBLIGATIONS OF SPARTAN MUNICIPAL.
(a) That Spartan Aggressive furnishes to Spartan Municipal a
statement, dated as of the Closing Date, signed by an officer of
Fidelity Municipal Trust, certifying that as of the Valuation Time and
the Closing Date all representations and warranties of Spartan
Aggressive made in this Agreement are true and correct in all material
respects and that Spartan Aggressive has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such dates;
(b) That Spartan Aggressive furnishes Spartan Municipal with copies
of the resolutions, certified by an officer of Fidelity Municipal
Trust, evidencing the adoption of this Agreement and the approval of
the transactions contemplated herein by the requisite vote of the
holders of the outstanding shares of beneficial interest of Spartan
Aggressive;
(c) That, on or prior to the Closing Date, Spartan Aggressive will
declare one or more dividends or distributions which, together with
all previous such dividends or distributions attributable to its
current taxable year, shall have the effect of distributing to the
shareholders of Spartan Aggressive substantially all of Spartan
Aggressive's investment company taxable income and all of its net
realized capital gain, if any, as of the Closing Date;
(d) That Spartan Aggressive shall deliver to Spartan Municipal at the
Closing a statement of its assets and liabilities, together with a
list of its portfolio securities showing each such security's adjusted
tax basis and holding period by lot, with values determined as
provided in Section 4 of this Agreement, all as of the Valuation Time,
certified on Spartan Aggressive's behalf by its Treasurer or Assistant
Treasurer;
(e) That Spartan Aggressive's custodian shall deliver to Spartan
Municipal a certificate identifying the assets of Spartan Aggressive
held by such custodian as of the Valuation Time on the Closing Date
and stating that as of the Valuation Time: (i) the assets held by the
custodian will be transferred to Spartan Municipal; (ii) Spartan
Aggressive's assets have been duly endorsed in proper form for
transfer in such condition as to constitute good delivery thereof; and
(iii) to the best of the custodian's knowledge, all necessary taxes in
conjunction with the delivery of the assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made;
(f) That Spartan Aggressive's transfer agent shall deliver to Spartan
Municipal at the Closing a certificate setting forth the number of
shares of Spartan Aggressive outstanding as of the Valuation Time and
the name and address of each holder of record of any such shares and
the number of shares held of record by each such shareholder;
(g) That Spartan Aggressive calls a meeting of its shareholders to be
held after the effective date of the Registration Statement to
consider transferring its assets to Spartan Municipal as herein
provided, adopting this Agreement, and authorizing the liquidation and
termination of Spartan Aggressive;
(h) That Spartan Aggressive delivers to Spartan Municipal a
certificate of an officer of Fidelity Municipal Trust, dated as of the
Closing Date, that there has been no material adverse change in
Spartan Aggressive's financial position since December 31, 1997, other
than changes in the market value of its portfolio securities, or
changes due to net redemptions of its shares, dividends paid, or
losses from operations; and
(i) That all of the issued and outstanding shares of beneficial
interest of Spartan Aggressive shall have been offered for sale and
sold in conformity with all applicable state securities laws and, to
the extent that any audit of the records of Spartan Aggressive or its
transfer agent by Spartan Municipal or its agents shall have revealed
otherwise, Spartan Aggressive shall have taken all actions that in the
opinion of Spartan Municipal are necessary to remedy any prior failure
on the part of Spartan Aggressive to have offered for sale and sold
such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SPARTAN AGGRESSIVE.
(a) That Spartan Municipal shall have executed and delivered to
Spartan Aggressive an Assumption of Liabilities, certified by an
officer of Fidelity Court Street Trust, dated as of the Closing Date
pursuant to which Spartan Municipal will assume all of the liabilities
of Spartan Aggressive existing at the Valuation Time in connection
with the transactions contemplated by this Agreement;
(b) That Spartan Municipal furnishes to Spartan Aggressive a
statement, dated as of the Closing Date, signed by an officer of
Fidelity Court Street Trust, certifying that as of the Valuation Time
and the Closing Date all representations and warranties of Spartan
Municipal made in this Agreement are true and correct in all material
respects, and Spartan Municipal has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That Spartan Aggressive shall have received an opinion of
Kirkpatrick & Lockhart LLP, counsel to Spartan Aggressive and Spartan
Municipal, to the effect that the Spartan Municipal Shares are duly
authorized and upon delivery to Spartan Aggressive as provided in this
Agreement will be validly issued and will be fully paid and
nonassessable by Spartan Municipal as a matter of Massachusetts law
(except as disclosed in Spartan Municipal's Statement of Additional
Information) and no shareholder of Spartan Municipal has any
preemptive right of subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF SPARTAN MUNICIPAL AND SPARTAN
AGGRESSIVE.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of
Spartan Aggressive;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, including "no action"
positions of such federal or state authorities) deemed necessary by
Spartan Municipal or Spartan Aggressive 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 Spartan Municipal or Spartan Aggressive,
provided that either party hereto may for itself waive any of such
conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Spartan Municipal and
Spartan Aggressive, threatened by the Commission; and
(f) That Spartan Municipal and Spartan Aggressive shall have received
an opinion of Kirkpatrick & Lockhart LLP satisfactory to Spartan
Municipal and Spartan Aggressive that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Spartan Aggressive and Spartan Municipal
will each be parties to the Reorganization under section 368(b) of the
Code;
(ii) No gain or loss will be recognized by Spartan Aggressive upon
the transfer of all of its assets to Spartan Municipal in exchange
solely for the Spartan Municipal Shares and the assumption of Spartan
Aggressive's liabilities followed by the distribution of those Spartan
Municipal Shares to the shareholders of Spartan Aggressive in
liquidation of Spartan Aggressive;
(iii) No gain or loss will be recognized by Spartan Municipal on the
receipt of Spartan Aggressive's assets in exchange solely for the
Spartan Municipal Shares and the assumption of Spartan Aggressive's
liabilities;
(iv) The basis of Spartan Aggressive's assets in the hands of
Spartan Municipal will be the same as the basis of such assets in
Spartan Aggressive's hands immediately prior to the Reorganization;
(v) Spartan Municipal's holding period in the assets to be received
from Spartan Aggressive will include Spartan Aggressive's holding
period in such assets;
(vi) A Spartan Aggressive shareholder will recognize no gain or loss
on the exchange of his or her shares of beneficial interest in Spartan
Aggressive for the Spartan Municipal Shares in the Reorganization;
(vii) A Spartan Aggressive shareholder's basis in the Spartan
Municipal Shares to be received by him or her will be the same as his
or her basis in the Spartan Aggressive shares exchanged therefor;
(viii) A Spartan Aggressive shareholder's holding period for his or
her Spartan Municipal Shares will include the holding period of
Spartan Aggressive shares exchanged, provided that those Spartan
Aggressive shares were held as capital assets on the date of the
Reorganization.
Notwithstanding anything herein to the contrary, neither Spartan
Aggressive nor Spartan Municipal may waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF SPARTAN MUNICIPAL AND SPARTAN AGGRESSIVE.
(a) Spartan Municipal and Spartan Aggressive each covenants to
operate its respective business in the ordinary course between the
date hereof and the Closing Date, it being understood that such
ordinary course of business will include the payment of customary
dividends and distributions;
(b) Spartan Aggressive covenants that it is not acquiring the Spartan
Municipal Shares for the purpose of making any distribution other than
in accordance with the terms of this Agreement;
(c) Spartan Aggressive covenants that it will assist Spartan
Municipal in obtaining such information as Spartan Municipal
reasonably requests concerning the beneficial ownership of Spartan
Aggressive's shares; and
(d) Spartan Aggressive covenants that its liquidation and termination
will be effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law, and after the
Closing Date Spartan Aggressive will not conduct any business except
in connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Spartan Municipal and Spartan Aggressive may terminate this Agreement
by mutual agreement. In addition, either Spartan Municipal or Spartan
Aggressive may at its option terminate this Agreement at or prior to
the Closing Date because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) 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.
In the event of any such termination, there shall be no liability for
damages on the part of Spartan Aggressive or Spartan Municipal, or
their respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Spartan Municipal or
Spartan Aggressive; provided, however, that following the
shareholders' meeting called by Spartan Aggressive pursuant to Section
7 of this Agreement, no such amendment may have the effect of changing
the provisions for determining the number of Spartan Municipal Shares
to be paid to Spartan Aggressive shareholders under this Agreement to
the detriment of such shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of each Fund's Declaration of Trust, as restated and amended,
is on file with the Secretary of the Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf
of the Trustees of each Fund as trustees and not individually and that
the obligations of each Fund under this instrument are not binding
upon any of such Fund's Trustees, officers, or shareholders
individually but are binding only upon the assets and property of such
Fund. Each Fund agrees that its obligations hereunder apply only to
such Fund and not to its shareholders individually or to the Trustees
of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. 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.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
SIGNATURE LINES OMITTED
EXHIBIT 2
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of May 18, 1998 by and between Fidelity Municipal Trust, a
Massachusetts business trust, on behalf of its series Spartan Insured
Municipal Income Fund (Spartan Insured) and Fidelity Court Street
Trust, a Massachusetts business trust, on behalf of its series Spartan
Municipal Income Fund (Spartan Municipal). Fidelity Municipal Trust
and Fidelity Court Street Trust may be referred to herein collectively
as the "Trusts" or each individually as a "Trust." The Trusts are duly
organized business trusts under the laws of the Commonwealth of
Massachusetts with their principal place of business at 82 Devonshire
Street, Boston, Massachusetts 02109. Spartan Municipal and Spartan
Insured may be referred to herein collectively as the "Funds" or each
individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
Spartan Insured to Spartan Municipal solely in exchange for shares of
beneficial interest in Spartan Municipal (the Spartan Municipal
Shares) and the assumption by Spartan Municipal of Spartan Insured's
liabilities; and (b) the constructive distribution of such shares by
Spartan Insured PRO RATA to its shareholders in complete liquidation
and termination of Spartan Insured in exchange for all of Spartan
Insured's outstanding shares. Spartan Insured shall receive shares of
Spartan Municipal having an aggregate net asset value equal to the
value of the assets of Spartan Insured on the Closing Date (as defined
in Section 6), which Spartan Insured shall then distribute PRO RATA to
its shareholders. The foregoing transactions are referred to herein as
the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SPARTAN INSURED. Spartan Insured
represents and warrants to and agrees with Spartan Municipal that:
(a) Spartan Insured is a series of Fidelity Municipal Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state,
and local authorizations to carry on its business as now being
conducted and to carry out this Agreement;
(b) Fidelity Municipal Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of Spartan
Insured (both dated February 26, 1998), previously furnished to
Spartan Municipal, did not and do not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan Insured, threatened against
Spartan Insured which assert liability on the part of Spartan Insured.
Spartan Insured knows of no facts which might form the basis for the
institution of such proceedings;
(e) Spartan Insured is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Spartan Insured, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Spartan
Insured is a party or by which Spartan Insured is bound or result in
the acceleration of any obligation or the imposition of any penalty
under any agreement, judgment or decree to which Spartan Insured is a
party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Spartan Insured at December 31, 1997, have been audited by Coopers
& Lybrand L.L.P., independent accountants, and have been furnished to
Spartan Municipal. Said Statement of Assets and Liabilities and
Schedule of Investments fairly present the Fund's financial position
as of such date and said Statement of Operations, Statement of Changes
in Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Spartan Insured has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of December 31, 1997 and
those incurred in the ordinary course of Spartan Insured's business as
an investment company since December 31, 1997;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Fidelity Court
Street Trust on Form N-14 relating to the shares of Spartan Municipal
issuable hereunder and the proxy statement of Spartan Insured included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to Spartan Insured (i) comply in
all material respects with the provisions of the Securities Act of
1933, as amended (the 1933 Act), the Securities Exchange Act of 1934,
as amended (the 1934 Act), and the 1940 Act, and the rules and
regulations thereunder, and (ii) do not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred to
in Section 7 and on the Closing Date, the prospectus contained in the
Registration Statement of which the Proxy Statement is a part (the
Prospectus), as amended or supplemented, insofar as it relates to
Spartan Insured, does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) All material contracts and commitments of Spartan Insured (other
than this Agreement) will be terminated without liability to Spartan
Insured prior to or on the Closing Date (other than those made in
connection with redemptions of shares and the purchase and sale of
portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan
Insured of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(k) Spartan Insured has filed or will file all federal and state tax
returns which, to the knowledge of Spartan Insured's officers, are
required to be filed by Spartan Insured and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Spartan Insured's knowledge, no such return is currently under audit
and no assessment has been asserted with respect to such returns;
(l) Spartan Insured has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for
its current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Spartan Insured are,
and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of
Massachusetts law (except as disclosed in the Fund's Statement of
Additional Information), and have been offered for sale and in
conformity with all applicable federal securities laws. All of the
issued and outstanding shares of Spartan Insured will, at the Closing
Date, be held by the persons and in the amounts set forth in the list
of shareholders submitted to Spartan Municipal in accordance with this
Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Spartan Insured will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of Spartan Insured to be transferred
to Spartan Municipal pursuant to this Agreement. As of the Closing
Date, subject only to the delivery of Spartan Insured's portfolio
securities and any such other assets as contemplated by this
Agreement, Spartan Municipal will acquire Spartan Insured's portfolio
securities and any such other assets subject to no encumbrances,
liens, or security interests (except for those that may arise in the
ordinary course and are disclosed to Spartan Municipal) and without
any restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Spartan Insured, and this Agreement
constitutes a valid and binding obligation of Spartan Insured
enforceable in accordance with its terms, subject to shareholder
approval.
2. REPRESENTATIONS AND WARRANTIES OF SPARTAN MUNICIPAL. Spartan
Municipal represents and warrants to and agrees with Spartan Insured
that:
(a) Spartan Municipal is a series of Fidelity Court Street Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state,
and local authorizations to carry on its business as now being
conducted and to carry out this Agreement;
(b) Fidelity Court Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectus and Statement of Additional Information of Spartan
Municipal (both dated March 19, 1998), previously furnished to Spartan
Insured, did not and do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan Municipal, threatened against
Spartan Municipal which assert liability on the part of Spartan
Municipal. Spartan Municipal knows of no facts which might form the
basis for the institution of such proceedings;
(e) Spartan Municipal is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Spartan Municipal, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
Spartan Municipal is a party or by which Spartan Municipal is bound or
result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which Spartan
Municipal is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Spartan Municipal at November 30, 1997, have been audited by
Coopers & Lybrand L.L.P., independent accountants, and have been
furnished to Spartan Insured. Said Statement of Assets and Liabilities
and Schedule of Investments fairly present its financial position as
of such date and said Statement of Operations, Statement of Changes in
Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Spartan Municipal has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of November 30, 1997, and
those incurred in the ordinary course of Spartan Municipal's business
as an investment company since November 30, 1997;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan
Municipal of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(i) Spartan Municipal has filed or will file all federal and state
tax returns which, to the knowledge of Spartan Municipal's officers,
are required to be filed by Spartan Municipal and has paid or will pay
all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the
best of Spartan Municipal's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such
returns;
(j) Spartan Municipal has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for
its current taxable year ending on November 30, 1998;
(k) As of the Closing Date, the shares of beneficial interest of
Spartan Municipal to be issued to Spartan Insured will have been duly
authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and
nonassessable as a matter of Massachusetts law (except as disclosed in
the Fund's Statement of Additional Information) by Spartan Municipal,
and no shareholder of Spartan Municipal will have any preemptive right
of subscription or purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Spartan Municipal, and this Agreement
constitutes a valid and binding obligation of Spartan Municipal
enforceable in accordance with its terms, subject to approval by the
shareholders of Spartan Insured;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Spartan Municipal, (i) will comply in all material respects
with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act,
and the rules and regulations thereunder, and (ii) will not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Spartan Municipal,
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(n) The issuance of the Spartan Municipal Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Spartan Municipal have been offered for sale and sold in conformity
with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Spartan
Insured and to the other terms and conditions contained herein,
Spartan Insured agrees to assign, sell, convey, transfer, and deliver
to Spartan Municipal as of the Closing Date all of the assets of
Spartan Insured of every kind and nature existing on the Closing Date.
Spartan Municipal agrees in exchange therefor: (i) to assume all of
Spartan Insured's liabilities existing on or after the Closing Date,
whether or not determinable on the Closing Date, and (ii) to issue and
deliver to Spartan Insured the number of full and fractional shares of
Spartan Municipal having an aggregate net asset value equal to the
value of the assets of Spartan Insured transferred hereunder, less the
value of the liabilities of Spartan Insured, determined as provided
for under Section 4.
(b) The assets of Spartan Insured to be acquired by Spartan Municipal
shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by Spartan Insured,
and any deferred or prepaid expenses shown as an asset on the books of
Spartan Insured on the Closing Date. Spartan Insured will pay or cause
to be paid to Spartan Municipal any dividend or interest payments
received by it on or after the Closing Date with respect to the assets
transferred to Spartan Municipal hereunder, and Spartan Municipal will
retain any dividend or interest payments received by it after the
Valuation Time with respect to the assets transferred hereunder
without regard to the payment date thereof.
(c) The liabilities of Spartan Insured to be assumed by Spartan
Municipal shall include (except as otherwise provided for herein) all
of Spartan Insured's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the
foregoing, Spartan Insured agrees to use its best efforts to discharge
all of its known liabilities prior to the Closing Date, other than
liabilities incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, Spartan Insured will constructively
distribute PRO RATA to its shareholders of record, determined as of
the Valuation Time on the Closing Date, the Spartan Municipal Shares
in exchange for such shareholders' shares of beneficial interest in
Spartan Insured and Spartan Insured will be liquidated in accordance
with Spartan Insured's Amended and Restated Declaration of Trust. Such
distribution shall be accomplished by the Funds' transfer agent
opening accounts on Spartan Municipal's share transfer books in the
names of the Spartan Insured shareholders and transferring the Spartan
Municipal Shares thereto. Each Spartan Insured shareholder's account
shall be credited with the respective PRO RATA number of full and
fractional (rounded to the third decimal place) Spartan Municipal
Shares due that shareholder. All outstanding Spartan Insured shares,
including any represented by certificates, shall simultaneously be
canceled on Spartan Insured's share transfer records. Spartan
Municipal shall not issue certificates representing the Spartan
Municipal Shares in connection with the Reorganization.
(e) Any reporting responsibility of Spartan Insured is and shall
remain its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Spartan Municipal
Shares in a name other than that of the registered holder on Spartan
Insured's books of the Spartan Insured shares constructively exchanged
for the Spartan Municipal Shares shall be paid by the person to whom
such Spartan Municipal Shares are to be issued, as a condition of such
transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the
Valuation Time).
(b) As of the Closing Date, Spartan Municipal will deliver to Spartan
Insured the number of Spartan Municipal Shares having an aggregate net
asset value equal to the value of the assets of Spartan Insured
transferred hereunder less the liabilities of Spartan Insured,
determined as provided in this Section 4.
(c) The net asset value per share of the Spartan Municipal Shares to
be delivered to Spartan Insured, the value of the assets of Spartan
Insured transferred hereunder, and the value of the liabilities of
Spartan Insured to be assumed hereunder shall in each case be
determined as of the Valuation Time.
(d) The net asset value per share of the Spartan Municipal Shares
shall be computed in the manner set forth in the then-current Spartan
Municipal Prospectus and Statement of Additional Information, and the
value of the assets and liabilities of Spartan Insured shall be
computed in the manner set forth in the then-current Spartan Insured
Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for Spartan Insured and Spartan Municipal.
5. FEES; EXPENSES.
(a) Spartan Insured shall be responsible for all expenses, fees and
other charges in connection with the transactions contemplated by this
Agreement, provided that they do not exceed the Fund's 0.55% expense
cap in effect since April 1, 1997. Expenses exceeding Spartan
Insured's expense cap will be paid by FMR (but not including costs
incurred in connection with the purchase or sale of portfolio
securities). Any expenses incurred in connection with the transactions
contemplated by this Agreement which may be attributable to Spartan
Municipal will be borne by Spartan Municipal, provided that they do
not exceed the Fund's 0.53% expense cap in effect since October 24,
1997. Expenses exceeding Spartan Municipal's expense cap will be paid
by FMR (but not including costs incurred in connection with the
purchase or sale of portfolio securities).
(b) Each of Spartan Municipal and Spartan Insured represents that
there is no person who has dealt with it who by reason of such
dealings is entitled to any broker's or finder's or other similar fee
or commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trusts, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on August 27,
1998, or at some other time, date, and place agreed to by Spartan
Insured and Spartan Municipal (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of Spartan Insured and the net asset
value per share of Spartan Municipal is impracticable, the Valuation
Time and the Closing Date shall be postponed until the first business
day after the day when such trading shall have been fully resumed and
such reporting shall have been restored, or such other date as the
parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SPARTAN INSURED.
(a) Spartan Insured agrees to call a meeting of its shareholders
after the effective date of the Registration Statement to consider
transferring its assets to Spartan Municipal as herein provided,
adopting this Agreement, and authorizing the liquidation of Spartan
Insured.
(b) Spartan Insured agrees that as soon as reasonably practicable
after distribution of the Spartan Municipal Shares, Spartan Insured
shall be terminated as a series of Fidelity Municipal Trust pursuant
to its Amended and Restated Declaration of Trust, any further actions
shall be taken in connection therewith as required by applicable law,
and on and after the Closing Date Spartan Insured shall not conduct
any business except in connection with its liquidation and
termination.
8. CONDITIONS TO OBLIGATIONS OF SPARTAN MUNICIPAL.
(a) That Spartan Insured furnishes to Spartan Municipal a statement,
dated as of the Closing Date, signed by an officer of Fidelity
Municipal Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Spartan Insured
made in this Agreement are true and correct in all material respects
and that Spartan Insured has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to such dates;
(b) That Spartan Insured furnishes Spartan Municipal with copies of
the resolutions, certified by an officer of Fidelity Municipal Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of Spartan Insured;
(c) That, on or prior to the Closing Date, Spartan Insured will
declare one or more dividends or distributions which, together with
all previous such dividends or distributions attributable to its
current taxable year, shall have the effect of distributing to the
shareholders of Spartan Insured substantially all of Spartan Insured's
investment company taxable income and all of its net realized capital
gain, if any, as of the Closing Date;
(d) That Spartan Insured shall deliver to Spartan Municipal at the
Closing a statement of its assets and liabilities, together with a
list of its portfolio securities showing each such security's adjusted
tax basis and holding period by lot, with values determined as
provided in Section 4 of this Agreement, all as of the Valuation Time,
certified on Spartan Insured's behalf by its Treasurer or Assistant
Treasurer;
(e) That Spartan Insured's custodian shall deliver to Spartan
Municipal a certificate identifying the assets of Spartan Insured held
by such custodian as of the Valuation Time on the Closing Date and
stating that as of the Valuation Time: (i) the assets held by the
custodian will be transferred to Spartan Municipal; (ii) Spartan
Insured's assets have been duly endorsed in proper form for transfer
in such condition as to constitute good delivery thereof; and (iii) to
the best of the custodian's knowledge, all necessary taxes in
conjunction with the delivery of the assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made;
(f) That Spartan Insured's transfer agent shall deliver to Spartan
Municipal at the Closing a certificate setting forth the number of
shares of Spartan Insured outstanding as of the Valuation Time and the
name and address of each holder of record of any such shares and the
number of shares held of record by each such shareholder;
(g) That Spartan Insured calls a meeting of its shareholders to be
held after the effective date of the Registration Statement to
consider transferring its assets to Spartan Municipal as herein
provided, adopting this Agreement, and authorizing the liquidation and
termination of Spartan Insured;
(h) That Spartan Insured delivers to Spartan Municipal a certificate
of an officer of Fidelity Municipal Trust, dated as of the Closing
Date, that there has been no material adverse change in Spartan
Insured's financial position since December 31, 1997, other than
changes in the market value of its portfolio securities, or changes
due to net redemptions of its shares, dividends paid, or losses from
operations; and
(i) That all of the issued and outstanding shares of beneficial
interest of Spartan Insured shall have been offered for sale and sold
in conformity with all applicable state securities laws and, to the
extent that any audit of the records of Spartan Insured or its
transfer agent by Spartan Municipal or its agents shall have revealed
otherwise, Spartan Insured shall have taken all actions that in the
opinion of Spartan Municipal are necessary to remedy any prior failure
on the part of Spartan Insured to have offered for sale and sold such
shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SPARTAN INSURED.
(a) That Spartan Municipal shall have executed and delivered to
Spartan Insured an Assumption of Liabilities, certified by an officer
of Fidelity Court Street Trust, dated as of the Closing Date pursuant
to which Spartan Municipal will assume all of the liabilities of
Spartan Insured existing at the Valuation Time in connection with the
transactions contemplated by this Agreement;
(b) That Spartan Municipal furnishes to Spartan Insured a statement,
dated as of the Closing Date, signed by an officer of Fidelity Court
Street Trust, certifying that as of the Valuation Time and the Closing
Date all representations and warranties of Spartan Municipal made in
this Agreement are true and correct in all material respects, and
Spartan Municipal has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or
prior to such dates; and
(c) That Spartan Insured shall have received an opinion of
Kirkpatrick & Lockhart LLP. counsel to Spartan Insured and Spartan
Municipal, to the effect that the Spartan Municipal Shares are duly
authorized and upon delivery to Spartan Insured as provided in this
Agreement will be validly issued and will be fully paid and
nonassessable by Spartan Municipal as a matter of Massachusetts law
(except as disclosed in Spartan Municipal's Statement of Additional
Information) and no shareholder of Spartan Municipal has any
preemptive right of subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF SPARTAN MUNICIPAL AND SPARTAN
INSURED.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of
Spartan Insured;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, including "no action"
positions of such federal or state authorities) deemed necessary by
Spartan Municipal or Spartan Insured 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 Spartan Municipal or Spartan Insured, provided
that either party hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Spartan Municipal and
Spartan Insured, threatened by the Commission; and
(f) That Spartan Municipal and Spartan Insured shall have received an
opinion of Kirkpatrick & Lockhart LLP satisfactory to Spartan
Municipal and Spartan Insured that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Spartan Insured and Spartan Municipal
will each be parties to the Reorganization under section 368(b) of the
Code;
(ii) No gain or loss will be recognized by Spartan Insured upon the
transfer of all of its assets to Spartan Municipal in exchange solely
for the Spartan Municipal Shares and the assumption of Spartan
Insured's liabilities followed by the distribution of those Spartan
Municipal Shares to the shareholders of Spartan Insured in liquidation
of Spartan Insured;
(iii) No gain or loss will be recognized by Spartan Municipal on the
receipt of Spartan Insured's assets in exchange solely for the Spartan
Municipal Shares and the assumption of Spartan Insured's liabilities;
(iv) The basis of Spartan Insured's assets in the hands of Spartan
Municipal will be the same as the basis of such assets in Spartan
Insured's hands immediately prior to the Reorganization;
(v) Spartan Municipal's holding period in the assets to be received
from Spartan Insured will include Spartan Insured's holding period in
such assets;
(vi) A Spartan Insured shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Spartan
Insured for the Spartan Municipal Shares in the Reorganization;
(vii) A Spartan Insured shareholder's basis in the Spartan Municipal
Shares to be received by him or her will be the same as his or her
basis in the Spartan Insured shares exchanged therefor;
(viii) A Spartan Insured shareholder's holding period for his or her
Spartan Municipal Shares will include the holding period of Spartan
Insured shares exchanged, provided that those Spartan Insured shares
were held as capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither Spartan
Insured nor Spartan Municipal may waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF SPARTAN MUNICIPAL AND SPARTAN INSURED.
(a) Spartan Municipal and Spartan Insured each covenants to operate
its respective business in the ordinary course between the date hereof
and the Closing Date, it being understood that such ordinary course of
business will include the payment of customary dividends and
distributions;
(b) Spartan Insured covenants that it is not acquiring the Spartan
Municipal Shares for the purpose of making any distribution other than
in accordance with the terms of this Agreement;
(c) Spartan Insured covenants that it will assist Spartan Municipal
in obtaining such information as Spartan Municipal reasonably requests
concerning the beneficial ownership of Spartan Insured's shares; and
(d) Spartan Insured covenants that its liquidation and termination
will be effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law, and after the
Closing Date Spartan Insured will not conduct any business except in
connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Spartan Municipal and Spartan Insured may terminate this Agreement by
mutual agreement. In addition, either Spartan Municipal or Spartan
Insured may at its option terminate this Agreement at or prior to the
Closing Date because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) 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.
In the event of any such termination, there shall be no liability for
damages on the part of Spartan Insured or Spartan Municipal, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Spartan Municipal or
Spartan Insured; provided, however, that following the shareholders'
meeting called by Spartan Insured pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the
provisions for determining the number of Spartan Municipal Shares to
be paid to Spartan Insured shareholders under this Agreement to the
detriment of such shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of each Fund's Declaration of Trust, as restated and amended,
is on file with the Secretary of the Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf
of the Trustees of each Fund as trustees and not individually and that
the obligations of each Fund under this instrument are not binding
upon any of such Fund's Trustees, officers, or shareholders
individually but are binding only upon the assets and property of such
Fund. Each Fund agrees that its obligations hereunder apply only to
such Fund and not to its shareholders individually or to the Trustees
of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. 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.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
SIGNATURE LINES OMITTED
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of each fund's most recent financial report and portfolio
listing, or a copy of the Statement of Additional Information (SAI)
dated March 19, 1998. The SAI has been filed with the Securities and
Exchange Commission (SEC) and is available along with other related
materials on the SEC's Internet Web site (http://www.sec.gov). The SAI
is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, call Fidelity at
1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
LIM/HIY-pro-0398
Each fund seeks a high level of current income free from federal
income tax. The funds have different strategies, however, and carry
varying degrees of risk and yield potential.
SPARTAN(registered trademark)
MUNICIPAL
FUNDS
SPARTAN(registered trademark) INTERMEDIATE MUNICIPAL INCOME FUND
(formerly Fidelity Limited Term Municipal Income Fund)
(fund number 036, trading symbol FLTMX)
SPARTAN(registered trademark) MUNICIPAL
INCOME FUND
(formerly Fidelity Municipal Income Fund)
(fund number 037, trading symbol FHIGX)
PROSPECTUS
MARCH 19, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
KEY FACTS THE FUNDS AT A GLANCE
WHO MAY WANT TO INVEST
EXPENSES Each fund's yearly operating
expenses.
FINANCIAL HIGHLIGHTS A summary of
each fund's financial data.
PERFORMANCE How each fund has done
over time.
THE FUNDS IN DETAIL CHARTER How each fund is organized.
INVESTMENT PRINCIPLES AND RISKS Each
fund's overall approach to investing.
BREAKDOWN OF EXPENSES How
operating costs are calculated and what
they include.
YOUR ACCOUNT DOING BUSINESS WITH FIDELITY
TYPES OF ACCOUNTS Different ways to
set up your account.
HOW TO BUY SHARES Opening an
account and making additional
investments.
HOW TO SELL SHARES Taking money out
and closing your account.
INVESTOR SERVICES Services to help you
manage your account.
SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES
TRANSACTION DETAILS Share price
calculations and the timing of purchases
and redemptions.
EXCHANGE RESTRICTIONS
KEY FACTS
THE FUNDS AT A GLANCE
SPARTAN INTERMEDIATE
GOAL: High current income free from federal income tax with
preservation of capital.
STRATEGY: Normally invests in investment-grade municipal securities.
FMR uses the Lehman Brothers 1-17 Year Municipal Bond Index as a guide
in structuring the fund and selecting its investments.
SIZE: As of December 31, 1997, the fund had over $914 million in
assets.
SPARTAN MUNICIPAL
GOAL: High current income free from federal income tax.
STRATEGY: Invests normally in investment-grade municipal securities.
FMR uses the Lehman Brothers Municipal Bond Index as a guide in
structuring the fund and selecting its investments.
SIZE: As of November 30, 1997, the fund had over $2.3 billion in
assets.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946
and is now America's largest mutual fund manager. Beginning January 1,
1999, Fidelity Investments Money Management, Inc. (FIMM), a subsidiary
of FMR, will choose investments for the funds.
As with any mutual fund, there is no assurance that a fund will
achieve its goal.
WHO MAY WANT TO INVEST
These funds may be appropriate for investors in higher tax brackets
who seek high current income that is free from federal income tax.
Each fund's level of risk and potential reward depends on the quality
and maturity of its investments. You should consider your investment
objective and tolerance for risk when making an investment decision.
THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking to
maximize return must assume
greater risk. The funds in this
prospectus are in the INCOME
category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(right arrow) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME Seeks
long-term growth and income
by investing in stocks and
bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
The value of the funds' investments and the income they generate will
vary from day to day, and generally reflect interest rates, market
conditions, and other economic and political news. When you sell your
shares, they may be worth more or less than what you paid for them. By
themselves, the funds do not constitute a balanced investment plan.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500.
See "Transaction Details," page , for an explanation of how and when
these charges apply.
Sales charge on purchases None
and reinvested distributions
Deferred sales charge on redemptions None
Annual account maintenance fee $12.00
(for accounts under $2,500)
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets.
Each fund pays a management fee to FMR. It also incurs other expenses
for services such as maintaining shareholder records and furnishing
shareholder statements and financial reports. A fund's expenses are
factored into its share price or dividends and are not charged
directly to shareholder accounts (see "Breakdown of Expenses" page ).
The following figures are based on historical expenses, adjusted to
reflect current fees, of each fund and are calculated as a percentage
of average net assets of each fund.
SPARTAN INTERMEDIATE
Management fee (after reimbursement) 0.36%
12b-1 fee None
Other expenses 0.17%
Total fund operating expenses 0.53%
(after reimbursement)
SPARTAN MUNICIPAL
Management fee (after reimbursement) 0.37%
12b-1 fee None
Other expenses 0.16%
Total fund operating expenses 0.53%
(after reimbursement)
UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of expenses
for portfolio management,
shareholder statements, tax
reporting, and other services.
These expenses are paid from
each fund's assets, and their
effect is already factored into
any quoted share price or
return. Also, as an investor,
you may pay certain expenses
directly.
(checkmark)
EXAMPLES: Let's say, hypothetically, that each fund's annual return is
5% and that your shareholder transaction expenses and each fund's
annual operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses
if you close your account after the number of years indicated:
SPARTAN INTERMEDIATE
1 year $ 5
3 years $ 17
5 years $ 30
10 years $ 66
SPARTAN MUNICIPAL
1 year $ 5
3 years $ 17
5 years $ 30
10 years $ 66
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected expenses or returns, all of which may vary.
Effective March 20, 1998 and October 24, 1997, FMR has voluntarily
agreed to reimburse each of Spartan Intermediate Municipal Income and
Spartan Municipal Income to the extent that total operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) exceed 0.53% of its average net assets through December 31,
1999. If these agreements were not in effect, the management fee,
other expenses, and total operating expenses for Spartan Intermediate
Municipal Income and Spartan Municipal Income would have been 0.38%,
0.17%, and 0.55% and 0.39%, 0.16%, and 0.55%, respectively.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow have been audited by
Coopers & Lybrand L.L.P., independent accountants. The funds'
financial highlights, financial statements, and reports of the auditor
are included in each fund's Annual Report, and are incorporated by
reference into (are legally a part of) the funds' SAI. Contact
Fidelity for a free copy of an Annual Report or the SAI.
SPARTAN INTERMEDIATE MUNICIPAL INCOME FUND
Selected Per-Share Data and Ratios
Years ended December
31 1997 1996 1995 1994 1993A 1992 1991 1990 1989 1988
Net asset value, $ 9.700 $ 9.800 $ 8.990 $ 9.990 $ 9.600 $ 9.520 $ 9.270 $ 9.310 $ 9.230 $ 9.100
beginning of period
Income from Investment .485 .488 .497 .512 .516 .573 .603 .615 .617 .600
Operations
Net interest income
Net realized and
unrealized .290 (.069) .810 (.980) .630 .180 .400 .010 .080 .130
gain (loss)
Total from investment .775 .419 1.307 (.468) 1.146 .753 1.003 .625 .697 .730
operations
Less Distributions (.485) (.488) (.497) (.512) (.516) (.573) (.603) (.615) (.617) (.600)
From net interest income
From net realized gain (.050) (.031) -- (.010) (.220) (.100) (.150) (.050) -- --
In excess of net
realized gain -- -- -- (.010) (.020) -- -- -- -- --
Total distributions (.535) (.519) (.497) (.532) (.756) (.673) (.753) (.665) (.617) (.600)
Net asset value, end
of period $ 9.940 $ 9.700 $ 9.800 $ 8.990 $ 9.990 $ 9.600 $ 9.520 $ 9.270 $ 9.310 $ 9.230
Total returnC 8.23% 4.43% 14.84% (4.76)% 12.24% 8.17% 11.19% 6.97% 7.83% 8.22%
Net assets, end of
period $ 915 $ 904 $ 943 $ 878 $ 1,199 $ 976 $ 696 $ 468 $ 442 $ 441
(In millions)
Ratio of expenses to .55% .56% .57% .56% .57% .64% .68% .67% .66%B .67%
average net assets
Ratio of net interest
income to 4.97% 5.06% 5.25% 5.42% 5.19% 5.94% 6.41% 6.63% 6.70% 6.51%
average net assets
Portfolio turnover rate 22% 27% 31% 30% 111% 50% 42% 72% 55% 30%
A EFFECTIVE JANUARY 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
B FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIOD SHOWN.
SPARTAN MUNICIPAL INCOME FUND
Selected Per-Share Data and Ratios
Years ended
November 30 1997 1996 1995 1994A 1993 1992 1991 1990 1989 1988
Net asset
value, $ 12.430 $ 12.300 $ 11.040 $ 13.230 $ 12.720 $ 12.690 $ 12.610 $ 12.800 $ 12.210 $ 11.750
beginning of period
Income from
Investment .607 .648B .677 .755 .764 .811 .845 .857 .893 .901
Operations
Net interest income
Net realized
and .235 .109 1.260 (1.690) .700 .190 .310 .200 .600 .460
unrealized gain (loss)
Total from
investment .842 .757 1.937 (.935) 1.464 1.001 1.155 1.057 1.493 1.361
operations
Less
Distributions (.632)B (.623) (.677) (.755) (.764) (.811) (.845) (.857) (.893) (.901)
From net interest income
From net realized
gain (.030) (.004) -- (.500) (.190) (.160) (.230) (.390) (.010) --
Total
distributions (.662) (.627) (.677) (1.255) (.954) (.971) (1.075) (1.247) (.903) (.901)
Net asset
value, $ 12.610 $ 12.430 $ 12.300 $ 11.040 $ 13.230 $ 12.720 $ 12.690 $ 12.610 $ 12.800 $ 12.210
end of period
Total return 7.02% 6.39% 17.95% (7.74)% 11.92% 8.21% 9.62% 8.91% 12.60% 11.93%
Net assets,
end of period $ 2,320 $ 1,837 $ 1,801 $ 1,693 $ 2,128 $ 2,075 $ 1,997 $ 1,784 $ 1,738 $ 1,574
(In millions)
Ratio of
expenses to .55% .56% .57% .56% .56% .57% .56% .57% .58% .60%
average net assets
Ratio of net
interest
income 4.92% 5.32% 5.69% 6.21% 5.85% 6.40% 6.72% 6.96% 7.10% 7.48%
to average net assets
Portfolio turnover
rate 31%C 53% 50% 48% 53% 47% 44% 58% 71% 47%
D EFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY
REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E NET INTEREST INCOME PER SHARE IN 1996 REFLECTS A PAYMENT RECEIVED
FROM AN ISSUER IN BANKRUPTCY WHICH WAS DISTRIBUTED IN 1997.
F THE PORTFOLIO TURNOVER RATE DOES NOT INCLUDE THE ASSETS ACQUIRED IN
THE MERGER.
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The
total returns that follow are based on historical fund results.
Spartan Intermediate Municipal Income's fiscal year runs from January
1 through December 31. Spartan Municipal Income's fiscal year runs
from December 1 through November 30. The tables below show each fund's
performance over past fiscal years compared to different measures,
including a comparative index and a competitive funds average. The
charts on page present calendar year performance .
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Past 10
December 31, 1997 year years years
Spartan Intermediate 8.23% 6.77% 7.61%
Lehman Bros. 1-17 Year Muni. Bond Index 8.14% n/a n/a
Lipper Intermediate Muni. Debt Funds Avg. 7.16% 6.12% 7.09%
CUMULATIVE TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Past 10
December 31, 1997 year years years
Spartan Intermediate 8.23% 38.76% 108.29%
Lehman Bros. 1-17 Year Muni. Bond Index 8.14% n/a n/a
Lipper Intermediate Muni. Debt Funds Avg. 7.16% 34.65% 98.63%
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Past 10
November 30, 1997 year years years
Spartan Municipal 7.02% 6.75% 8.48%
Lehman Bros. Muni. Bond Index 7.17% 7.27% 8.58%
Lipper Gen. Muni. Debt Funds Average 6.88% 6.74% 8.24%
CUMULATIVE TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Past 10
November 30, 1997 year years years
Spartan Municipal 7.02% 38.65% 125.76%
Lehman Bros. Muni. Bond Index 7.17% 42.01% 127.83%
Lipper Gen. Muni. Debt Funds Average 6.88% 38.65% 121.13%
If FMR had not reimbursed certain fund expenses during these periods,
yields and total returns would have been lower.
UNDERSTANDING
PERFORMANCE
YIELD illustrates the income
earned by a fund over a recent
period. 30-day yields are
usually used for bond funds.
Yields change daily, reflecting
changes in interest rates.
TOTAL RETURN reflects both the
reinvestment of income and
capital gain distributions and
any change in a fund's share
price.
(checkmark)
EXPLANATION OF TERMS
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
SPARTAN MUNICIPAL INCOME 12.22% 11.39% 8.47% 10.18% 8.36% 13.11%
- -7.45% 16.18% 4.94% 9.23%
Lipper General Municipal
Debt Funds Average 11.53% 9.65% 6.05% 12.09% 8.79% 12.47% -6.50%
16.84% 3.30% 9.11%
Consumer Price Index 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%
3.32% 1.70%
Percentage (%)
Row: 1, Col: 1, Value: 12.22
Row: 2, Col: 1, Value: 11.39
Row: 3, Col: 1, Value: 8.470000000000001
Row: 4, Col: 1, Value: 10.18
Row: 5, Col: 1, Value: 8.360000000000001
Row: 6, Col: 1, Value: 13.11
Row: 7, Col: 1, Value: -7.45
Row: 8, Col: 1, Value: 16.18
Row: 9, Col: 1, Value: 4.94
Row: 10, Col: 1, Value: 9.229999999999999
(LARGE SOLID BOX) Spartan Municipal
Income
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
SPARTAN INTERMEDIATE
MUNICIPAL INCOME 8.22% 7.83% 6.97% 11.19% 8.17% 12.24% -4.76% 14.84%
4.43% 8.23%
Lipper Intermediate Municipal
Debt Funds Average 7.57% 8.26% 6.59% 10.52% 7.80% 10.18% -3.51% 12.89%
3.70% 7.16%
Consumer Price Index 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%
3.32% 1.70%
Percentage (%)
Row: 1, Col: 1, Value: 8.219999999999999
Row: 2, Col: 1, Value: 7.83
Row: 3, Col: 1, Value: 6.970000000000001
Row: 4, Col: 1, Value: 11.19
Row: 5, Col: 1, Value: 8.17
Row: 6, Col: 1, Value: 12.24
Row: 7, Col: 1, Value: -4.76
Row: 8, Col: 1, Value: 14.84
Row: 9, Col: 1, Value: 4.430000000000001
Row: 10, Col: 1, Value: 8.229999999999999
(LARGE SOLID BOX) Spartan
Intermediate
Municipal Income
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. A
TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield. Yields are calculated according to a
standard that is required for all stock and bond funds. Because this
differs from other accounting methods, the quoted yield may not equal
the income actually paid to shareholders.
LEHMAN BROTHERS MUNICIPAL BOND INDEX is a total return performance
benchmark for investment-grade municipal bonds with maturities of at
least one year.
LEHMAN BROTHERS 1-17 YEAR MUNICIPAL BOND INDEX is a total return
performance benchmark for investment-grade municipal bonds with
maturities between one and 17 years.
Unlike each fund's returns, the total returns of each comparative
index do not include the effect of any brokerage commissions,
transaction fees, or other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
THE COMPETITIVE FUNDS AVERAGES are the Lipper Intermediate Municipal
Debt Funds Average and Lipper General Municipal Debt Funds Average for
Spartan Intermediate Municipal Income and Spartan Municipal Income,
respectively. As of December 31, 1997 and November 30, 1997, the
averages reflected the performance of 140 and 232 mutual funds with
similar investment objectives, respectively. These averages, published
by Lipper Analytical Services, Inc., exclude the effect of sales
loads.
The funds' recent strategies, performance, and holdings are detailed
twice a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Spartan Intermediate
Municipal Income is a diversified fund of Fidelity School Street
Trust, and Spartan Municipal Income is a diversified fund of Fidelity
Court Street Trust. Both trusts are open-end management investment
companies. Fidelity School Street Trust was organized as a
Massachusetts business trust on September 10, 1976. Fidelity Court
Street Trust was organized as a Massachusetts business trust on April
21, 1977. There is a remote possibility that one fund might become
liable for a misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. Fidelity will mail proxy materials in
advance, including a voting card and information about the proposals
to be voted on. The number of votes you are entitled to is based upon
the dollar value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and
handles their business affairs. Beginning January 1, 1999, FIMM,
located in Merrimack, New Hampshire, will have primary responsibility
for providing investment management services for the funds.
Norm Lind is Vice President and manager of Spartan Intermediate
Municipal Income, which he has managed since January 1998. He also
manages several other Fidelity funds. Since joining Fidelity in 1986,
Mr. Lind has worked as an analyst and manager.
George Fischer is Vice President and manager of Spartan Municipal
Income, which he has managed since January 1998. He also manages
several other Fidelity funds. Since joining Fidelity in 1989, Mr.
Fischer has worked as an analyst and manager.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
UMB Bank, n.a. (UMB) is each fund's transfer agent, and is located at
1010 Grand Avenue, Kansas City, Missouri. UMB employs Fidelity Service
Company, Inc. (FSC) to perform transfer agent servicing functions for
each fund.
FMR Corp. is the ultimate parent company of FMR and FIMM. Members of
the Edward C. Johnson 3d family are the predominant owners of a class
of shares of common stock representing approximately 49% of the voting
power of FMR Corp. Under the Investment Company Act of 1940 (the 1940
Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form
a controlling group with respect to FMR Corp.
FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out a fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
BOND FUNDS IN GENERAL. The yield and share price of a bond fund change
daily based on changes in interest rates and market conditions, and in
response to other economic, political or financial events. The types
and maturities of the securities a bond fund purchases and the credit
quality of their issuers will impact a bond fund's reaction to these
events.
The total return from a bond includes both income and price gains or
losses. While income is the most important component of bond returns
over time, a bond fund's emphasis on income does not mean the fund
invests only in the highest-yielding bonds available, or that it can
avoid losses of principal.
INTEREST RATE RISK. In general, bond prices rise when interest rates
fall and fall when interest rates rise. Longer-term bonds are usually
more sensitive to interest rate changes. In other words, the longer
the maturity of a bond, the greater the impact a change in interest
rates is likely to have on the bond's price. In addition, short-term
interest rates and long-term interest rates do not necessarily move in
the same amount or in the same direction. A short-term bond tends to
react to changes in short-term interest rates and a long-term bond
tends to react to changes in long-term interest rates.
ISSUER RISK. The price of a bond is affected by the credit quality of
its issuer. Changes in the financial condition of an issuer, changes
in general economic conditions, and changes in specific economic
conditions that affect a particular type of issuer can impact the
credit quality of an issuer. Lower quality bonds generally tend to be
more sensitive to these changes than higher quality bonds.
MUNICIPAL MARKET RISK. Municipal securities are backed by the entity
that issued them and/or other revenue streams. Municipal security
values may be significantly affected by political changes as well as
uncertainties in the municipal market related to taxation or the
rights of municipal securities holders. The credit quality of many
municipal securities is enhanced by insurance guaranteeing the timely
payment of interest and repayment of principal. Due to the relatively
small number of municipal insurers, changes in the financial condition
of an individual municipal insurance provider may affect the municipal
market as a whole.
FIDELITY'S APPROACH TO BOND FUNDS. In managing bond funds, FMR selects
a benchmark index which is representative of the universe of
securities in which a fund invests. FMR uses this benchmark as a guide
in structuring the fund and selecting its investments.
FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.
FMR focuses on assembling a portfolio of income-producing bonds that
it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market inefficiencies.
SPARTAN INTERMEDIATE MUNICIPAL INCOME seeks high current income that
is free from federal income tax, consistent with preservation of
capital, by investing in investment-grade municipal securities under
normal conditions. The benchmark index for the fund is the Lehman
Brothers 1-17 Year Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities between one and 17
years. FMR manages the fund to have similar overall interest rate risk
to the Index. As of December 31, 1997, the dollar-weighted average
maturity of the fund and the Index was approximately 8.0 and 8.5
years, respectively. In addition, the fund normally maintains a
dollar-weighted average maturity between three and 10 years.
FMR normally invests at least 80% of the fund's assets in municipal
securities whose interest is free from federal income tax.
SPARTAN MUNICIPAL INCOME seeks high current income that is free from
federal income tax by investing in investment-grade municipal
securities under normal conditions. The benchmark index for the fund
is the Lehman Brothers Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities of one year or more.
FMR manages the fund to have similar overall interest rate risk to the
Index. As of November 30, 1997, the dollar-weighted average maturity
of the fund and the Index was approximately 12.6 and 14.0 years,
respectively.
FMR normally invests so that at least 80% of the fund's income is free
from federal income tax.
FMR may invest all of each fund's assets in municipal securities
issued to finance private activities. The interest from these
securities is a tax-preference item for purposes of the federal
alternative minimum tax.
FMR may use various techniques to hedge a portion of a fund's risks,
but there is no guarantee that these strategies will work as intended.
When you sell your shares of a fund, they may be worth more or less
than what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. Each fund also reserves the right to invest without
limitation in short-term instruments, to hold a substantial amount of
uninvested cash, or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in a
fund's SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help a fund
achieve its goal. Fund holdings and recent investment strategies are
detailed in each fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers
to borrow money from investors. The issuer generally pays the investor
a fixed, variable, or floating rate of interest, and must repay the
amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are sold at a discount from
their face values.
Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of credit quality. In general, bond
prices rise when interest rates fall, and fall when interest rates
rise. Longer-term bonds and zero coupon bonds are generally more
sensitive to interest rate changes.
In addition, bond prices are also affected by the credit quality of
the issuer. Investment-grade debt securities are medium- and
high-quality securities. Some, however, may possess speculative
characteristics, and may be more sensitive to economic changes and to
changes in the financial condition of issuers.
RESTRICTIONS: Spartan Intermediate Municipal Income invests only in
investment-grade securities.
Spartan Municipal Income normally invests in investment-grade
securities, but reserves the right to invest up to 5% of its assets in
below investment-grade securities (sometimes called "junk bonds").
A security is considered to be investment-grade if it is rated
investment-grade by Moody's Investors Service, Standard & Poor's, Duff
& Phelps Credit Rating Co., or Fitch IBCA, Inc., or is unrated but
judged by FMR to be of equivalent quality.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price. In addition, in the case of foreign
providers of credit or liquidity support, extensive public information
about the provider may not be available, and unfavorable political,
economic, or governmental developments could affect its ability to
honor its commitment.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest.
ASSET-BACKED SECURITIES include interests in pools of purchase
contracts, financing leases, or sales agreements entered into by
municipalities. The value of these securities depends on many factors,
including changes in interest rates, the availability of information
concerning the pool and its structure, the credit quality of the
underlying assets, the market's perception of the servicer of the
pool, and any credit enhancement provided. In addition, these
securities may be subject to prepayment risk.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. Inverse floaters have interest rates that move
in the opposite direction from a benchmark, often making the
security's market value more volatile.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. Demand features and standby commitments
are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices,
interest rates, or other factors that affect security values. These
techniques may involve derivative transactions such as buying and
selling options and futures contracts, entering into swap agreements,
and purchasing indexed securities.
FMR can use these practices to adjust the risk and return
characteristics of a fund's portfolio of investments. If FMR judges
market conditions incorrectly or employs a strategy that does not
correlate well with a fund's investments, these techniques could
result in a loss, regardless of whether the intent was to reduce risk
or increase return. These techniques may increase the volatility of a
fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could
result in a loss if the counterparty to the transaction does not
perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities and some
other securities may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
CASH MANAGEMENT. A fund may invest in money market securities and in a
money market fund available only to funds and accounts managed by FMR
or its affiliates, whose goal is to seek a high level of current
income exempt from federal income tax while maintaining a stable $1.00
share price. A major change in interest rates or a default on the
money market fund's investments could cause its share price to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one industry
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, a fund may not
purchase a security if, as a result, more than 5% would be invested in
the securities of any one issuer. This limitation does not apply to
U.S. Government securities. Each fund may invest more than 25% of its
total assets in tax-free securities that finance similar types of
projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR, or through reverse repurchase agreements. If a fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. If a fund makes additional investments while
borrowings are outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
SPARTAN INTERMEDIATE MUNICIPAL INCOME seeks the highest level of
income exempt from federal income tax that can be obtained, consistent
with the preservation of capital, from a diversified portfolio of
investment-grade obligations. The fund will normally invest so that at
least 80% of its assets are invested in municipal securities whose
interest is free from federal income tax.
SPARTAN MUNICIPAL INCOME seeks to provide a high current yield exempt
from federal income tax. The fund will normally invest so that at
least 80% of its income is exempt from federal income tax.
With respect to 75% of its total assets, a fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer. This limitation does not apply to U.S.
Government securities.
Each fund may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its
share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. Each fund also pays OTHER EXPENSES, which are
explained on page .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month.
Spartan Intermediate Municipal Income's fee is calculated at an annual
rate of 0.10% of the fund's average net assets plus 5% of gross
income.
For Spartan Municipal Income, the fee is calculated by adding a group
fee rate to an individual fund fee rate, multiplying the result by the
fund's monthly average net assets and dividing by twelve. The group
fee rate is based on the average net assets of all the mutual funds
advised by FMR. This rate cannot rise above 0.37%, and it drops as
total assets under management increase.
For November 1997, the group fee rate was 0.1376%. The individual fund
fee rate is 0.25% for Spartan Municipal Income.
FMR has voluntarily agreed to limit each fund's total operating
expenses to an annual rate of 0.53% of average net assets. These
agreements will continue until December 31, 1999.
The total management fee for Spartan Intermediate Municipal Income for
the fiscal year ended December 1997 was 0.38% of the fund's average
net assets. The total management fee for Spartan Municipal Income for
the fiscal year ended November 1997 was 0.39% of the fund's average
net assets.
Beginning January 1, 1999, FIMM will have primary responsibility for
managing the funds' investments. FMR will pay FIMM 50% of its
management fee (before expense reimbursements) for FIMM's services.
OTHER EXPENSES
While the management fee is a significant component of the funds'
annual operating costs, the funds have other expenses as well.
UMB is the transfer and service agent for each fund. UMB has entered
into sub-agreements with FSC under which FSC performs transfer agency,
dividend disbursing, shareholder servicing, and accounting functions
for the funds. These services include processing shareholder
transactions, valuing each fund's investments, and calculating each
fund's share price and dividends.
Under the terms of the sub-agreements, FSC receives all related fees
paid to UMB by each fund.
For the fiscal year ended December 1997 or November 1997, as
applicable, transfer agency and pricing and bookkeeping fees paid (as
a percentage of average net assets) amounted to the following. These
amounts are before expense reductions, if any.
Transfer Agency and
Pricing and Bookkeeping
Fees Paid by Fund
Spartan Intermediate Municipal Income 0.16%
Spartan Municipal Income 0.14%
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by a fund to
reduce that fund's custodian or transfer agent fees.
Each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Each plan
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with the distribution of fund
shares. FMR directly, or through FDC, may make payments to third
parties, such as banks or broker-dealers, that engage in the sale of,
or provide shareholder support services for, the fund's shares.
Currently, the Board of Trustees of each fund has authorized such
payments.
For the fiscal year ended December 1997 or November 1997, the
portfolio turnover rates for Spartan Intermediate Municipal Income and
Spartan Municipal Income were 22% and 31%, respectively. These rates
vary from year to year.
YOUR ACCOUNT
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of
America's first mutual funds. Today, Fidelity is the largest mutual
fund company in the country, and is known as an innovative provider of
high-quality financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.
Fidelity is committed to providing investors with practical
information to make investment decisions. Based in Boston, Fidelity
provides customers with complete service 24 hours a day, 365 days a
year, through a network of telephone service centers around the
country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity
has over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend
to purchase individual securities as part of your total investment
portfolio, you may consider investing in a fund through a brokerage
account.
You may purchase or sell shares of the funds through an investment
professional, including a broker, who may charge you a transaction fee
for this service. If you invest through FBSI, another financial
institution, or an investment professional, read their program
materials for any special provisions, additional service features or
fees that may apply to your investment in a fund. Certain features of
the fund, such as the minimum initial or subsequent investment
amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed in the table that follows.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have
two or more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and
obtain tax benefits. An individual can give up to $10,000 a year per
child without paying federal gift tax. Depending on state laws, you
can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS
Requires a special application.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of each fund is the fund's net asset value
per share (NAV). Each fund's shares are sold without a sales charge.
Your shares will be purchased at the next NAV calculated after your
investment is received in proper form. Each fund's NAV is normally
calculated each business day at 4:00 p.m. Eastern time.
Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application
and mail it along with your check. You may also open your account in
person or by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another
Fidelity fund.
If you buy shares by check or Fidelity Money Line(registered
trademark), and then sell those shares by any method other than by
exchange to another Fidelity fund, the payment may be delayed for up
to seven business days to ensure that your previous investment has
cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $10,000
TO ADD TO AN ACCOUNT $1,000
Through regular investment plans* 500
MINIMUM BALANCE $5,000
*FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES," PAGE .
These minimums may vary for investments through a Fidelity Portfolio
Advisory Services account in either fund or a Fidelity Payroll
Deduction Program account in Spartan Intermediate Municipal Income.
Refer to the program materials for details.
TO OPEN TO ADD TO
AN AN
ACCOUNT ACCOUNT
PHONE 1-800-544-7777
(PHONE_GRAPHIC) (SMALL SOLID BULLET) EXCHANGE FROM (SMALL SOLID BULLET) EXCHANGE
ANOTHER FIDELITY FROM ANOTHER
FUND ACCOUNT FIDELITY FUND
WITH THE SAME ACCOUNT WITH
REGISTRATION, THE SAME
INCLUDING NAME, REGISTRATION,
ADDRESS, AND INCLUDING
TAXPAYER ID NAME,
NUMBER. ADDRESS, AND
TAXPAYER ID
NUMBER.
(SMALL SOLID BULLET) USE FIDELITY
MONEY LINE
TO TRANSFER
FROM YOUR
BANK
ACCOUNT. CALL
BEFORE YOUR
FIRST USE TO
VERIFY THAT
THIS SERVICE IS
IN PLACE ON
YOUR ACCOUNT.
MAXIMUM
MONEY LINE:
UP TO
$100,000.
MAIL (MAIL_GRAPHIC) (SMALL SOLID BULLET) COMPLETE AND (SMALL SOLID BULLET) MAKE YOUR
SIGN THE CHECK PAYABLE
APPLICATION. TO THE
MAKE YOUR COMPLETE
CHECK PAYABLE NAME OF THE
TO THE COMPLETE FUND. INDICATE
NAME OF THE YOUR FUND
FUND. MAIL TO ACCOUNT
THE ADDRESS NUMBER ON
INDICATED ON THE YOUR CHECK
APPLICATION. AND MAIL TO
THE ADDRESS
PRINTED ON
YOUR ACCOUNT
STATEMENT.
(SMALL SOLID BULLET) EXCHANGE BY
MAIL: CALL
1-800-544-66
66 FOR
INSTRUCTIONS.
IN PERSON (HAND_GRAPHIC) (SMALL SOLID BULLET) BRING YOUR (SMALL SOLID BULLET) BRING YOUR
APPLICATION AND CHECK TO A
CHECK TO A FIDELITY
FIDELITY INVESTOR INVESTOR
CENTER. CALL CENTER. CALL
1-800-544-97 1-800-544-97
97 FOR THE 97 FOR THE
CENTER NEAREST CENTER NEAREST
YOU. YOU.
WIRE (WIRE_GRAPHIC) (SMALL SOLID BULLET) CALL (SMALL SOLID BULLET) WIRE TO:
1-800-544-777 BANKERS TRUST
7 TO SET UP YOUR COMPANY,
ACCOUNT AND TO BANK ROUTING
ARRANGE A WIRE #02100103
TRANSACTION. 3,
(SMALL SOLID BULLET) WIRE WITHIN 24 ACCOUNT
HOURS TO: #00163053.
BANKERS TRUST SPECIFY THE
COMPANY, COMPLETE
BANK ROUTING NAME OF THE
#021001033, FUND AND
ACCOUNT INCLUDE YOUR
#00163053. ACCOUNT
SPECIFY THE NUMBER AND
COMPLETE NAME YOUR NAME.
OF THE FUND AND
INCLUDE YOUR
NEW ACCOUNT
NUMBER AND
YOUR NAME.
AUTOMATICALLY (AUTOMATIC_GRAPHIC) (SMALL SOLID BULLET) NOT AVAILABLE. (SMALL SOLID BULLET) USE FIDELITY
AUTOMATIC
ACCOUNT
BUILDER. SIGN
UP FOR THIS
SERVICE WHEN
OPENING YOUR
ACCOUNT, OR
CALL
1-800-544-6
666 TO ADD
IT.
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of each fund is the fund's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Each fund's NAV is normally calculated
each business day at 4:00 p.m. Eastern time.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$5,000 worth of shares in the account to keep it open.
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to
sign up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner, or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be
redeemed, and
(small solid bullet) Any other applicable requirements listed in the
table that follows.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it
to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited
number of checks. Do not, however, try to close out your account by
check.
ACCOUNT TYPE SPECIAL REQUIREMENTS
PHONE 1-800-544-777 (PHONE_GRAPHIC) ALL ACCOUNT TYPES (SMALL SOLID BULLET) MAXIMUM
CHECK REQUEST:
$100,000.
(SMALL SOLID BULLET) FOR MONEY
LINE TRANSFERS
TO YOUR BANK
ACCOUNT;
MINIMUM:
$10;
MAXIMUM: UP
TO $100,000.
(SMALL SOLID BULLET) YOU MAY
EXCHANGE TO
OTHER FIDELITY
FUNDS IF BOTH
ACCOUNTS ARE
REGISTERED WITH
THE SAME
NAME(S),
ADDRESS, AND
TAXPAYER ID
NUMBER.
MAIL OR IN PERSON (MAIL_GRAPHIC)(HAND_GRAPHIC) INDIVIDUAL, JOINT (SMALL SOLID BULLET) THE LETTER OF
TENANT, INSTRUCTION
SOLE PROPRIETORSHI MUST BE
P, UGMA, UTMA SIGNED BY ALL
TRUST PERSONS
REQUIRED TO
SIGN FOR
TRANSACTIONS,
BUSINESS OR EXACTLY AS
ORGANIZATION THEIR NAMES
APPEAR ON THE
ACCOUNT.
(SMALL SOLID BULLET) THE TRUSTEE
MUST SIGN THE
EXECUTOR, LETTER INDICATING
ADMINISTRATOR, CAPACITY AS
CONSERVATOR, TRUSTEE. IF THE
GUARDIAN TRUSTEE'S NAME
IS NOT IN THE
ACCOUNT
REGISTRATION,
PROVIDE A COPY
OF THE TRUST
DOCUMENT
CERTIFIED WITHIN
THE LAST 60
DAYS.
(SMALL SOLID BULLET) AT LEAST ONE
PERSON
AUTHORIZED BY
CORPORATE
RESOLUTION TO
ACT ON THE
ACCOUNT MUST
SIGN THE LETTER.
(SMALL SOLID BULLET) INCLUDE A
CORPORATE
RESOLUTION WITH
CORPORATE SEAL
OR A SIGNATURE
GUARANTEE.
(SMALL SOLID BULLET) CALL
1-800-544-66
66 FOR
INSTRUCTIONS.
WIRE (WIRE_GRAPHIC) ALL ACCOUNT TYPES (SMALL SOLID BULLET) YOU MUST SIGN
UP FOR THE WIRE
FEATURE BEFORE
USING IT. TO
VERIFY THAT IT IS
IN PLACE, CALL
1-800-544-66
66. MINIMUM
WIRE: $5,000.
(SMALL SOLID BULLET) YOUR WIRE
REDEMPTION
REQUEST MUST
BE RECEIVED IN
PROPER FORM BY
FIDELITY BEFORE
4:00 P.M.
EASTERN TIME
FOR MONEY TO
BE WIRED ON
THE NEXT
BUSINESS DAY.
CHECK (CHECK_GRAPHIC) ALL ACCOUNT TYPES (SMALL SOLID BULLET) MINIMUM
CHECK:
$1,000.
(SMALL SOLID BULLET) ALL ACCOUNT
OWNERS MUST
SIGN A
SIGNATURE CARD
TO RECEIVE A
CHECKBOOK.
(TDD_GRAPHIC) TDD - SERVICE FOR THE DEAF AND HEARING IMPAIRED: 1-800-544-0118
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365
days a year. Whenever you call, you can speak with someone equipped to
provide the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT ASSISTANCE
1-800-544-4774
TOUCHTONE XPRESSSM
1-800-544-5555
AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your
account registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in the fund. Call 1-800-544-6666 if you need copies
of financial reports, prospectuses, or historical account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of
other Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar
year, and that they may have tax consequences for you. For details on
policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or
revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from
your account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer
money by phone between your bank account and your fund account. Most
transfers are complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money
regularly. Fidelity offers convenient services that let you transfer
money into your fund account, or between fund accounts, automatically.
While regular investment plans do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for a home, educational expenses, and other
long-term financial goals.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 MONTHLY OR QUARTERLY (SMALL SOLID BULLET) FOR A NEW ACCOUNT, COMPLETE THE APPROPRIATE SECTION ON THE FUND
APPLICATION.
(SMALL SOLID BULLET) FOR EXISTING ACCOUNTS, CALL 1-800-544-6666 FOR AN APPLICATION.
(SMALL SOLID BULLET) TO CHANGE THE AMOUNT OR FREQUENCY OF YOUR INVESTMENT, CALL
1-800-544-6666 AT LEAST THREE BUSINESS DAYS PRIOR TO YOUR NEXT
SCHEDULED INVESTMENT DATE.
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A
FIDELITY FUNDA
MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 EVERY PAY PERIOD (SMALL SOLID BULLET) CHECK THE APPROPRIATE BOX ON THE FUND APPLICATION, OR CALL
1-800-544-6666 FOR AN AUTHORIZATION FORM.
(SMALL SOLID BULLET) CHANGES REQUIRE A NEW AUTHORIZATION FORM.
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY
FUND
MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 Monthly, bimonthly, (small solid bullet) To establish, call 1-800-544-6666 after both accounts are
quarterly, or annually opened.
(small solid bullet) To change the amount or frequency of your investment, call
1-800-544-6666.
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE
APPROPRIATE CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains to shareholders each year. Income dividends are
declared daily and paid monthly. Capital gains are normally
distributed in February and December for Spartan Intermediate
Municipal Income and in January and December for Spartan Municipal
Income.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on
the application, call 1-800-544-6666 for instructions. Each fund
offers four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each
dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of
the date the fund deducts the distribution from its NAV. The mailing
of distribution checks will begin within seven days, or longer for a
December ex-dividend date.
UNDERSTANDING
DISTRIBUTIONS
AS A FUND SHAREHOLDER, YOU ARE
ENTITLED TO YOUR SHARE OF THE
FUND'S NET INCOME AND GAINS
ON ITS INVESTMENTS. THE FUND
PASSES ITS EARNINGS ALONG TO ITS
INVESTORS AS DISTRIBUTIONS.
EACH FUND EARNS INTEREST FROM
ITS INVESTMENTS. THESE ARE
PASSED ALONG AS DIVIDEND
DISTRIBUTIONS. THE FUND MAY
REALIZE CAPITAL GAINS IF IT SELLS
SECURITIES FOR A HIGHER PRICE
THAN IT PAID FOR THEM. THESE
ARE PASSED ALONG AS CAPITAL
GAIN DISTRIBUTIONS.
(CHECKMARK)
TAXES
As with any investment, you should consider how an investment in a
tax-free fund could affect you. Below are some of the funds' tax
implications.
TAXES ON DISTRIBUTIONS. Interest income that a fund earns is
distributed to shareholders as income dividends. Interest that is
federally tax-free remains tax-free when it is distributed.
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on
bonds purchased at a discount are distributed as dividends and taxed
as ordinary income. Capital gain distributions are taxed as long-term
capital gains. These distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were
paid on December 31. Fidelity will send you a statement showing the
tax status of distributions, and will report to the IRS the amount of
any taxable distributions, paid to you in the previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Each fund may invest up to 100% of its assets
in these securities. Individuals who are subject to the tax must
report this interest on their tax returns.
A portion of a fund's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each
year, Fidelity will send you a breakdown of your fund's income from
each state to help you calculate your taxes.
During the fiscal year ended December 1997, 100% of Spartan
Intermediate Municipal Income's income dividends was free from federal
income tax and 3.13% of the fund's income dividends were subject to
the federal alternative minimum tax. During the fiscal year ended
November 1997, 100% of Spartan Municipal Income's income dividends was
free from federal income tax and 14.43% of the fund's income dividends
were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or
loss is the difference between the cost of your shares and the price
you receive when you sell them.
Whenever you sell shares of a fund, Fidelity will send you a
confirmation statement showing how many shares you sold and at what
price. You will also receive a consolidated transaction statement
every January. However, it is up to you or your tax preparer to
determine whether this sale resulted in a capital gain and, if so, the
amount of tax to be paid. Be sure to keep your regular account
statements; the information they contain will be essential in
calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares when a fund has realized but
not yet distributed income or capital gains, you will pay the full
price for the shares and then receive a portion of the price back in
the form of a taxable distribution.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. FSC normally calculates each fund's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the
number of shares outstanding.
Each fund's assets are valued primarily on the basis of information
furnished by a pricing service or market quotations, if available, or
by another method that the Board of Trustees believes accurately
reflects fair value.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to redeem and
exchange by telephone, call Fidelity for instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during
periods of unusual market activity), consider placing your order by
mail or by visiting a Fidelity Investor Center.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your investment is received in proper
form. Note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
its transfer agent has incurred.
(small solid bullet) You begin to earn dividends as of the first
business day following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money
order, U.S. Treasury check, Federal Reserve check, or direct deposit
instead.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements
with FDC may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than the time when a fund is
priced on the following business day. If payment is not received by
that time, the financial institution could be held liable for
resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form.
Note the following:
(small solid bullet) Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect a fund, it may take up to seven days to pay you.
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday
will continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day
after your phone call.
(small solid bullet) Each fund may hold payment on redemptions until
it is reasonably satisfied that investments made by check or Fidelity
Money Line have been collected, which can take up to seven business
days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the
amount of the check is greater than the value of your account, your
check will be returned to you and you may be subject to additional
charges.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500, subject to an
annual maximum charge of $24.00 per shareholder. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for
that year. The fee, which is payable to the transfer agent, is
designed to offset in part the relatively higher costs of servicing
smaller accounts. This fee will not be deducted from Fidelity
brokerage accounts, retirement accounts (except non-prototype
retirement accounts), accounts using regular investment plans, or if
total assets with Fidelity exceed $30,000. Eligibility for the $30,000
waiver is determined by aggregating Fidelity accounts maintained by
FSC or FBSI which are registered under the same social security number
or which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the
day your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) If you exchange into a fund with a sales charge,
you pay the percentage-point difference between that fund's sales
charge and any sales charge you have previously paid in connection
with the shares you are exchanging. For example, if you had already
paid a sales charge of 2% on your shares and you exchange them into a
fund with a 3% sales charge, you would pay an additional 1% sales
charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund
performance and shareholders, each fund reserves the right to
temporarily or permanently terminate the exchange privilege of any
investor who makes more than four exchanges out of the fund per
calendar year. Accounts under common ownership or control, including
accounts with the same taxpayer identification number, will be counted
together for purposes of the four exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to 1.00% and trading fees of up to 1.50% of
the amount exchanged. Check each fund's prospectus for details.
This prospectus is printed on recycled paper using soy-based inks.
Spartan Aggressive Municipal Fund
Spartan Insured Municipal Income Fund
(Funds of Fidelity Municipal Trust)
Spartan Municipal Income Fund
(A Fund of Fidelity Court Street Trust)
FORM N-14
STATEMENT OF ADDITIONAL INFORMATION
May 18, 1998
This Statement of Additional Information, relates to the proposed
reorganization whereby Spartan Municipal Income Fund (Spartan
Municipal), a fund of Fidelity Court Street Trust, would acquire all
of the assets of Spartan Aggressive Municipal Fund (Spartan
Aggressive) and Spartan Insured Municipal Income Fund (Spartan
Insured), funds of Fidelity Municipal Trust, and assume all of Spartan
Aggressive's and Spartan Insured's liabilities in exchange solely for
shares of beneficial interest in Spartan Municipal.
This Statement of Additional Information consists of this cover page
and the following described documents, each of which is incorporated
herein by reference:
1. The Statement of Additional Information of Spartan Municipal dated
March 19, 1998, which was previously filed via EDGAR (Accession No.
0000205323-98-000012).
2. The Prospectus and Statement of Additional Information of Spartan
Aggressive and Spartan Insured dated February 26, 1998, which were
previously filed via EDGAR (Accession No. 0000035373-98-000004).
3. The Financial Statements included in the Annual Report of Spartan
Municipal for the fiscal year ended November 30, 1997, which was
previously filed via EDGAR (Accession No. 0000722574-98-000030).
4. The Financial Statements included in the Annual Report of Spartan
Aggressive for the fiscal year ended December 31, 1997, which was
previously filed via EDGAR (Accession No. 0000356494-98-000027).
5. The Financial Statements included in the Annual Report of Spartan
Insured for the fiscal year ended December 31, 1997, which was
previously filed via EDGAR (Accession No. 0000356494-98-000027).
6. The Pro Forma Financial Statements for Spartan Aggressive, Spartan
Insured and Spartan Municipal for the period ended November 30, 1997.
This Statement of Additional Information is not a prospectus. A Proxy
Statement and Prospectus dated May 18, 1998, relating to the
above-referenced matter may be obtained from Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02109. This
Statement of Additional Information relates to, and should be read in
conjunction with, such Proxy Statement and Prospectus.
PART C. OTHER INFORMATION
Item 15. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Registrant shall indemnify any present or past Trustee or
officer to the fullest extent permitted by law against liability and
all expenses reasonably incurred by him in connection with any claim,
action, suit, or proceeding in which he is involved by virtue of his
service as a Trustee, an officer, or both. Additionally, amounts paid
or incurred in settlement of such matters are covered by this
indemnification. Indemnification will not be provided in certain
circumstances, however. These include instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of
the duties involved in the conduct of the particular office involved.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Registrant included a materially misleading statement or
omission. However, the Registrant does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with,
information furnished to the Registrant by or on behalf of the
Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of
willful misfeasance, bad faith, gross negligence, and reckless
disregard of the obligations and duties under the Distribution
Agreement.
Pursuant to the agreement by which Fidelity Service Company, Inc.
("Service") is appointed sub-transfer agent, the Transfer Agent agrees
to indemnify Service for Service's losses, claims, damages,
liabilities and expenses (including reasonable counsel fees and
expenses) (losses) to the extent that the Transfer Agent is entitled
to and receives indemnification from the Portfolio for the same
events. Under the Transfer Agency Agreement, the Registrant agrees to
indemnify and hold the Transfer Agent harmless against any losses,
claims, damages, liabilities, or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder which names the
Transfer Agent and/or the Registrant as a party and is not based on
and does not result from the Transfer Agent's willful misfeasance, bad
faith or negligence or reckless disregard of duties, and arises out of
or in connection with the Transfer Agent's performance under the
Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by the Transfer Agent's willful misfeasance, bad faith
or negligence or reckless disregard of duties) which results from the
negligence of the Registrant, or from the Transfer Agent's acting upon
any instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Registrant, or as a
result of the Transfer Agent's acting in reliance upon advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Registrant, or as a result of the Transfer Agent's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Item 16. Exhibits
(1) Amended and Restated Declaration of Trust, dated January 19, 1995,
is incorporated herein by reference to Exhibit 1(a) of Post-Effective
Amendment No. 55.
(2) Bylaws of the Trust are incorporated herein by reference to
Exhibit 2(a) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(3) Not applicable.
(4)(a) Agreement and Plan of Reorganization between Fidelity Municipal
Trust: Spartan Aggressive Municipal Fund and Fidelity Court Street
Trust: Spartan Municipal Income Fund is filed herein as Exhibit 1 to
the Proxy Statement and Prospectus.
(b) Agreement and Plan of Reorganization between Fidelity
Municipal Trust: Spartan Insured Municipal Income Fund and Fidelity
Court Street Trust: Spartan Municipal Income Fund is filed herein as
Exhibit 2 to the Proxy Statement and Prospectus.
(5) ARTICLE VIII of the Amended and Restated Declaration of Trust,
dated January 19, 1995, is incorporated herein by reference to Exhibit
1(a) of Post-Effective Amendment No.55.
(6)(a) Management Contract between Fidelity High Yield Tax-Free
Portfolio (currently known as Spartan Municipal Income Fund) and
Fidelity Management & Research Company, dated December 1, 1994, is
incorporated herein by reference to Exhibit 5(a) of Post-Effective
Amendment No. 54.
(b) Management Contract between Spartan Florida Municipal Income
Portfolio (currently known as Spartan Florida Municipal Income Fund)
and Fidelity Management & Research Company, dated February 20, 1992,
is incorporated herein by reference to Exhibit 5(b) of Post-Effective
Amendment No. 53.
(c) Management Contract between Spartan New Jersey Municipal High
Yield Portfolio (currently known as Spartan New Jersey Municipal
Income Fund) and Fidelity Management & Research Company, dated January
1, 1992, is incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 54.
(d) Management Contract between Spartan Connecticut Municipal High
Yield Portfolio (currently known as Spartan Connecticut Municipal
Income Fund) and Fidelity Management & Research Company, dated January
1, 1992, is incorporated herein by reference to Exhibit 5(d) of
Post-Effective Amendment No. 55.
(7)(a) General Distribution Agreement between Fidelity High Yield
Municipals (currently known as Spartan Municipal Income Fund) and
Fidelity Distributors Corporation, dated April 1, 1987, is
incorporated herein by reference to Exhibit 6(a) of Post-Effective
Amendment No. 54.
(b) General Distribution Agreement between Fidelity New Jersey
Tax-Free High Yield Portfolio (currently known as Spartan New Jersey
Municipal Income Fund) and Fidelity Distributors Corporation, dated
August 10, 1987, is incorporated herein by reference to Exhibit 6(b)
of Post-Effective Amendment No. 54.
(c) General Distribution Agreement between Fidelity Connecticut
Tax-Free Portfolio (currently known as Spartan Connecticut Municipal
Income Fund) and Fidelity Distributors Corporation, dated October 15,
1987, is incorporated herein by reference to Exhibit 6(c) of
Post-Effective Amendment No. 55.
(d) Amendment to the General Distribution Agreement between Fidelity
High Yield Municipals (currently known as Spartan Municipal Income
Fund) and Fidelity Distributors Corporation, dated January 1, 1988, is
incorporated herein by reference to Exhibit 6(d) of Post-Effective
Amendment No. 54.
(e) Amendment to the General Distribution Agreement between Fidelity
New Jersey Tax-Free High Yield Portfolio (currently known as Spartan
New Jersey Municipal Income Fund) and Fidelity Distributors
Corporation, dated January 1, 1988, is incorporated herein by
reference to Exhibit 6(e) of Post-Effective Amendment No. 54.
(f) Amendment to the General Distribution Agreement between Fidelity
Connecticut Municipal High Yield Portfolio (currently known as Spartan
Connecticut Municipal Income Fund) and Fidelity Distributors
Corporation, dated May 10, 1994, is incorporated herein by reference
to Exhibit 6(f) of Post-Effective Amendment No. 55.
(g) General Distribution Agreement between Spartan Florida Municipal
Income Portfolio (currently known as Spartan Florida Municipal Income
Fund) and Fidelity Distributors Corporation, dated February 20, 1992,
is incorporated herein by reference to Exhibit 6(g) of Post-Effective
Amendment No. 53.
(h) Amendments to the General Distribution Agreement between Fidelity
Court Street Trust on behalf of Spartan New Jersey Municipal Income
Fund and Fidelity Distributors Corporation, dated March 14, 1996 and
July 15, 1996, are incorporated herein by reference to Exhibit 6(b) of
Post-Effective Amendment No. 61.
(i) Amendments to the General Distribution Agreement between Fidelity
Court Street Trust on behalf of Spartan Municipal Income Fund, Spartan
Connecticut Municipal Income Fund, Spartan Florida Municipal Income
Fund and Fidelity Distributors Corporation, dated March 14, 1996 and
July 15, 1996, are incorporated herein by reference to Exhibit 6(a) of
Post-Effective Amendment No. 61.
(8 )(a) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is incorporated
herein by reference to Exhibit 7(a) of Fidelity Select Portfolio's
(File No. 2-69972) Post-Effective Amendment No. 54.
(b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.
(9)(a) Custodian Agreement, Appendix B, and Appendix C, dated December
1, 1994, between UMB Bank, n.a. and the Registrant is incorporated
herein by reference to Exhibit 8 of Fidelity California Municipal
Trust's Post-Effective Amendment No. 28 (File No. 2-83367).
(b) Appendix A, dated September 18, 1997, to the Custodian Agreement,
dated December 1, 1994, between UMB Bank, n.a. and the Registrant is
incorporated herein by reference to Exhibit 8(b) of Fidelity Municipal
Trust II's Post-Effective Amendment No. 17 (File No. 33-43986).
(10)(a) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Municipal Income Fund (currently known as Spartan Municipal
Income Fund) is incorporated herein by reference to Exhibit 15(a) of
Post-Effective Amendment No. 67.
(b) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
New Jersey Municipal Income Fund is incorporated herein by reference
to Exhibit 15(b) of Post-Effective Amendment No. 67.
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
Connecticut Municipal Income Fund is incorporated herein by reference
as Exhibit 15(c) of Post-Effective Amendment No. 67.
(d) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
Florida Municipal Income Fund is incorporated herein by reference as
Exhibit 15(d) of Post-Effective Amendment No. 67.
(11) Opinion and consent of counsel (K&L) as to the legality of shares
being registered is filed herein as Exhibit 11.
(12)(a) Opinion and Consent of counsel (K&L) as to tax matters in
connection with the reorganization of Spartan Aggressive Municipal
Fund is filed herein as Exhibit 12(a).
(b) Opinion and Consent of counsel (K&L) as to tax matters in
connection with the reorganization of Spartan Insured Municipal Income
Fund is filed herein as Exhibit 12(b).
(13) Not applicable.
(14) Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit
14.
(15) Pro forma Financial Statements for the period ending November 30,
1997, are filed herein as Exhibit 15
(16) Powers of Attorney, dated December 19, 1996, March 6, 1997, and
July 17, 1997 are filed herein as Exhibit 16.
(17) Not applicable
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of the
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the meaning
of Rule 145(c) of the Securities Act of 1933, the reoffering
prospectus will contain the information called for by the applicable
registration form for reoffering by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment
to the Registration Statement and will not be used until the amendment
is effective, and that, in determining any liability under the
Securities Act of 1933, each Post-Effective Amendment shall be deemed
to be a new Registration Statement for the securities offered therein,
and the offering of securities at that time shall be deemed to be the
initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, and
Commonwealth of Massachusetts, on the 1st day of April 1998.
Fidelity Court Street Trust
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
(Signature) (Title) (Date)
/s/Edward C. Johnson 3d (dagger) President and Trustee April 1, 1998
Edward C. Johnson 3d (Principal Executive Officer)
/s/Richard A. Silver Treasurer April 1, 1998
Richard A. Silver
/s/Robert C. Pozen Trustee April 1, 1998
Robert C. Pozen
/s/Ralph F. Cox * Trustee April 1, 1998
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee April 1, 1998
Phyllis Burke Davis
/s/Robert M. Gates ** Trustee April 1, 1998
Robert M. Gates
/s/E. Bradley Jones * Trustee April 1, 1998
E. Bradley Jones
/s/Donald J. Kirk * Trustee April 1, 1998
Donald J. Kirk
/s/Peter S. Lynch * Trustee April 1, 1998
Peter S. Lynch
/s/Marvin L. Mann * Trustee April 1, 1998
Marvin L. Mann
/s/William O. McCoy * Trustee April 1, 1998
William O. McCoy
/s/Gerald C. McDonough * Trustee April 1, 1998
Gerald C. McDonough
/s/Thomas R. Williams * Trustee April 1, 1998
Thomas R. Williams
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.