-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXXa07Mc5NFEPPlA+lbJv6IytojAQYTeq85Ibm/q4wvCH/QM654E09XNmHu2zzKX ETZCedpHrVQ97nnjKql92w== 0000028540-02-000029.txt : 20021030 0000028540-02-000029.hdr.sgml : 20021030 20021030131956 ACCESSION NUMBER: 0000028540-02-000029 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020831 FILED AS OF DATE: 20021030 EFFECTIVENESS DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY OXFORD STREET TRUST CENTRAL INDEX KEY: 0000028540 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-03480 FILM NUMBER: 02802670 BUSINESS ADDRESS: STREET 1: 1201 N MARKET ST STREET 2: P O BOX 1347 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 2142816351 MAIL ADDRESS: STREET 1: P.O. BOX 650471 STREET 2: MAILZONE DW4B CITY: DALLAS STATE: TX ZIP: 75265-0471 FORMER COMPANY: FORMER CONFORMED NAME: DEVONSHIRE STREET FUND INC DATE OF NAME CHANGE: 19821213 FORMER COMPANY: FORMER CONFORMED NAME: DAILY MONEY FUND/MA/ DATE OF NAME CHANGE: 19920703 NSAR-A 1 answer.fil ANSWER FILE PAGE 1 000 A000000 08/31/2002 000 C000000 0000028540 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY OXFORD STREET TRUST 001 B000000 811-3480 001 C000000 6175631706 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C010100 1 007 C020100 FIDELITY FOUR-IN-ONE INDEX FUND 007 C030100 N 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A00AA01 STRATEGIC ADVISERS, INC. 008 B00AA01 A 008 C00AA01 801-13243 008 D01AA01 BOSTON 008 D02AA01 MA 008 D03AA01 02109 012 A00AA01 FIDELITY SERVICE COMPANY, INC. 012 B00AA01 84-5679 012 C01AA01 BOSTON 012 C02AA01 MA 012 C03AA01 02109 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 FIDELITY BROKERAGE SERVICES LLC 014 B00AA01 8-23292 PAGE 2 014 A00AA02 FIDELITY DISTRIBUTORS COPRORATION 014 B00AA02 8-8775 014 A00AA03 NATIONAL FINANCIAL SERVICES LLC 014 B00AA03 8-26740 014 A00AA04 FIDELITY INVESTMENTS CANADA LTD. 014 B00AA04 8-0000 014 A00AA05 DELETE 014 A00AA06 DELETE 014 A00AA07 DELETE 014 A00AA08 FIDELITY BROKERAGE SERVICES JAPAN LLC 014 B00AA08 8-0000 014 A00AA09 REDIBOOK ECN LLC 014 B00AA09 8-52140 014 A00AA10 ARCHIPELAGO ECN 014 B00AA10 8-50376 014 A00AA11 DELETE 015 A00AA01 THE BANK OF NEW YORK 015 B00AA01 C 015 C01AA01 NEW YORK 015 C02AA01 NY 015 C03AA01 10286 015 E01AA01 X 015 A00AA02 J.P. MORGAN CHASE AND CO. 015 B00AA02 S 015 C01AA02 NEW YORK 015 C02AA02 NY 015 C03AA02 10017 015 E01AA02 X 015 A00AA03 CITIBANK, N.A. 015 B00AA03 S 015 C01AA03 NEW YORK 015 C02AA03 NY 015 C03AA03 10043 015 E01AA03 X 015 A00AA04 THE BANK OF NEW YORK 015 B00AA04 S 015 C01AA04 LONDON 015 D01AA04 UNITED KINGDOM 015 E04AA04 X 015 A00AA05 CITIBANK N.A. 015 B00AA05 S 015 C01AA05 BUENOS AIRES 015 D01AA05 ARGENTINA 015 E04AA05 X 015 A00AA06 NATIONAL AUSTRALIA BANK LIMITED 015 B00AA06 S 015 C01AA06 MELBOURNE 015 D01AA06 AUSTRALIA 015 E04AA06 X 015 A00AA07 BANK AUSTRIA AG 015 B00AA07 S PAGE 3 015 C01AA07 VIENNA 015 D01AA07 AUSTRIA 015 E04AA07 X 015 A00AA08 HSBC BANK OF THE MIDDLE EAST 015 B00AA08 S 015 C01AA08 MANAMA 015 D01AA08 BAHRAIN 015 E04AA08 X 015 A00AA09 STANDARD CHARTERED BANK PLC 015 B00AA09 S 015 C01AA09 DHAKA 015 D01AA09 BANGLADESH 015 E04AA09 X 015 A00AA10 BANQUE BRUXELLES LAMBERT 015 B00AA10 S 015 C01AA10 BRUSSELS 015 D01AA10 BELGIUM 015 E04AA10 X 015 A00AA11 CITIBANK, N.A. 015 B00AA11 S 015 C01AA11 LA PAZ 015 D01AA11 BOLIVIA 015 E04AA11 X 015 A00AA12 BANK OF BERMUDA LTD. (BBL) 015 B00AA12 S 015 C01AA12 HAMILTON 015 D01AA12 BERMUDA 015 E04AA12 X 015 A00AA13 BARCLAYS BANK OF BOTSWANA LTD 015 B00AA13 S 015 C01AA13 GABORONE 015 D01AA13 BOTSWANA 015 E04AA13 X 015 A00AA14 BANKBOSTON, N.A. 015 B00AA14 S 015 C01AA14 SAO PAULO 015 D01AA14 BRAZIL 015 E04AA14 X 015 A00AA15 ING BANK N.V.(ING) 015 B00AA15 S 015 C01AA15 SOFIA 015 D01AA15 BULGARIA 015 E04AA15 X 015 A00AA16 ROYAL BANK OF CANADA 015 B00AA16 S 015 C01AA16 TORONTO 015 D01AA16 CANADA 015 E04AA16 X 015 A00AA17 BANKBOSTON, N.A. 015 B00AA17 S 015 C01AA17 SANTIAGO PAGE 4 015 D01AA17 CHILE 015 E04AA17 X 015 A00AA18 STANDARD CHARTERED BANK 015 B00AA18 S 015 C01AA18 SHANGHAI 015 D01AA18 CHINA 015 E04AA18 X 015 A00AA19 STANDARD CHARTERED BANK 015 B00AA19 S 015 C01AA19 SHENZHEN 015 D01AA19 CHINA 015 E04AA19 X 015 A00AA20 CITITRUST COLOMBIA S.A., SOCIEDAD FIDUCIARIA 015 B00AA20 S 015 C01AA20 BOGOTA 015 D01AA20 COLOMBIA 015 E04AA20 X 015 A00AA21 BANCO BCT S.A. 015 B00AA21 S 015 C01AA21 SAN JOSE 015 D01AA21 COSTA RICA 015 E04AA21 X 015 A00AA22 PRIVREDNA BANKA ZAGREB D.D. 015 B00AA22 S 015 C01AA22 ZAGREB 015 D01AA22 CROATIA 015 E04AA22 X 015 A00AA23 BANK OF CYPRUS 015 B00AA23 S 015 C01AA23 NICOSIA 015 D01AA23 CYPRUS 015 E04AA23 X 015 A00AA24 CESKOSLOVENSKA OBCHODNIBANKA, S.A. 015 B00AA24 S 015 C01AA24 PRAGUE 015 D01AA24 CZECH REPUBLIC 015 E04AA24 X 015 A00AA25 DEN DANSKE BANK 015 B00AA25 S 015 C01AA25 COPENHAGEN 015 D01AA25 DENMARK 015 E04AA25 X 015 A00AA26 CITIBANK, N.A. 015 B00AA26 S 015 C01AA26 QUITO 015 D01AA26 ECUADOR 015 E04AA26 X 015 A00AA27 CITIBANK, N.A. 015 B00AA27 S 015 C01AA27 CAIRO 015 D01AA27 EGYPT PAGE 5 015 E04AA27 X 015 A00AA28 HANSABANK LTD 015 B00AA28 S 015 C01AA28 TALLINN 015 D01AA28 ESTONIA 015 E04AA28 X 015 A00AA29 NORDEA BANK FINLAND PLC 015 B00AA29 S 015 C01AA29 HELSINKI 015 D01AA29 FINLAND 015 E04AA29 X 015 A00AA30 BNP PARIBAS SECURITIES SERVICES, S.A. 015 B00AA30 S 015 C01AA30 PARIS 015 D01AA30 FRANCE 015 E04AA30 X 015 A00AA31 CREDIT ARGRICOLE INDOSUEZ 015 B00AA31 S 015 C01AA31 PARIS 015 D01AA31 FRANCE 015 E04AA31 X 015 A00AA32 DRESDNER BANK AG 015 B00AA32 S 015 C01AA32 FRANKFURT 015 D01AA32 GERMANY 015 E04AA32 X 015 A00AA33 BARCLAYS BANK OF GHANA LIMITED 015 B00AA33 S 015 C01AA33 ACCRA 015 D01AA33 GHANA 015 E04AA33 X 015 A00AA34 BNP PARIBAS SECURITIES SERVICES, S.A. 015 B00AA34 S 015 C01AA34 ATHENS 015 D01AA34 GREECE 015 E04AA34 X 015 A00AA35 THE HONGKONG & SHANGHAI BANKING CORP. LTD 015 B00AA35 S 015 C01AA35 WUN CHAI 015 D01AA35 HONG KONG 015 E04AA35 X 015 A00AA36 HVB BANK HUNGARY RT 015 B00AA36 S 015 C01AA36 BUDAPEST 015 D01AA36 HUNGARY 015 E04AA36 X 015 A00AA37 LANDSBANKI ISLAND 015 B00AA37 S 015 C01AA37 REYKJAVIK 015 D01AA37 ICELAND 015 E04AA37 X PAGE 6 015 A00AA38 HONGKONG & SHANGHAI BAKING CORP. LTD 015 B00AA38 S 015 C01AA38 MUMBAI 015 D01AA38 INDIA 015 E04AA38 X 015 A00AA39 HONGKONG & SHANGHAI BAKING CORP. LTD 015 B00AA39 S 015 C01AA39 HO CHI MINH CITY 015 D01AA39 VIETNAM 015 E04AA39 X 015 A00AA40 HONGKONG & SHANGHAI BANKING CORP. LTD 015 B00AA40 S 015 C01AA40 JAKARTA 015 D01AA40 INDONESIA 015 E04AA40 X 015 A00AA41 ALLIED IRISH BANKS PLC 015 B00AA41 S 015 C01AA41 DUBLIN 015 D01AA41 IRELAND 015 E04AA41 X 015 A00AA42 BANK LEUMI LE-ISRAEL, B.M. 015 B00AA42 S 015 C01AA42 TEL AVIV 015 D01AA42 ISRAEL 015 E04AA42 X 015 A00AA43 INTESA BCI SPA 015 B00AA43 S 015 C01AA43 MILAN 015 D01AA43 ITALY 015 E04AA43 X 015 A00AA44 BNP PARIBAS SECURITIES SERVICES S.A. 015 B00AA44 S 015 C01AA44 MILAN 015 D01AA44 ITALY 015 E04AA44 X 015 A00AA45 SOCIETE GENERALE DE BANQUES EN COTE D'IVOIRE 015 B00AA45 S 015 C01AA45 ABIDJAN 015 D01AA45 IVORY COAST 015 E04AA45 X 015 A00AA46 CIBC TRUST AND MERCHANT BANK JAMAICA LIMITED 015 B00AA46 S 015 C01AA46 KINGSTON 015 D01AA46 JAMAICA 015 E04AA46 X 015 A00AA47 MIZUHO CORPORATE BANK, LTD 015 B00AA47 S 015 C01AA47 TOKYO 015 D01AA47 JAPAN 015 E04AA47 X 015 A00AA48 BANK OF TOKYO-MITSUBISHI, LTD. PAGE 7 015 B00AA48 S 015 C01AA48 TOKYO 015 D01AA48 JAPAN 015 E04AA48 X 015 A00AA49 HSBC BANK OF THE MIDDLE EAST 015 B00AA49 S 015 C01AA49 AMMAN 015 D01AA49 JORDAN 015 E04AA49 X 015 A00AA50 ABN AMRO BANK KAZAKHSTAN 015 B00AA50 S 015 C01AA50 ALMATY 015 D01AA50 KAZAKHSTAN 015 E04AA50 X 015 A00AA51 BARCLAYS BANK OF KENYA LTD 015 B00AA51 S 015 C01AA51 NAIROBI 015 D01AA51 KENYA 015 E04AA51 X 015 A00AA52 A/S HANSABANKA 015 B00AA52 S 015 C01AA52 RIGA 015 D01AA52 LATVIA 015 E04AA52 X 015 A00AA53 HSBC BANK MIDDLE EAST 015 B00AA53 S 015 C01AA53 BEIRUT 015 D01AA53 LEBANON 015 E04AA53 X 015 A00AA54 VILNIAUS BANKAS AB 015 B00AA54 S 015 C01AA54 VILNIAUS 015 D01AA54 LITHUANIA 015 E04AA54 X 015 A00AA55 BANQUE ET CAISSE D'EPARGNE DE L'ETAT LUXEMBOU 015 B00AA55 S 015 C01AA55 LUXEMBOURG 015 D01AA55 LUXEMBOURG 015 E04AA55 X 015 A00AA56 HSBC BANK MALAYSIA BERHAD 015 B00AA56 S 015 C01AA56 KUALA LUMPUR 015 D01AA56 MALAYSIA 015 E04AA56 X 015 A00AA57 HSBC BANK MALTA PLC 015 B00AA57 S 015 C01AA57 VALLETTA 015 D01AA57 MALTA 015 E04AA57 X 015 A00AA58 HONGKONG & SHANGHAI BANKING CORP., LTD 015 B00AA58 S PAGE 8 015 C01AA58 PORT LOUIS 015 D01AA58 MAURITIUS 015 E04AA58 X 015 A00AA59 BANCO NACIONAL DE MEXICO S.A. 015 B00AA59 S 015 C01AA59 MEXICO CITY 015 D01AA59 MEXICO 015 E04AA59 X 015 A00AA60 BANQUE COMMERCIALE DU MAROC 015 B00AA60 S 015 C01AA60 CASABLANCA 015 D01AA60 MOROCCO 015 E04AA60 X 015 A00AA61 STANDARD BANK NAMIBIA LTD. 015 B00AA61 S 015 C01AA61 WINDHOEK 015 D01AA61 NAMIBIA 015 E04AA61 X 015 A00AA62 FORTIS BANK (NEDERLAND) N.V. 015 B00AA62 S 015 C01AA62 AMSTERDAM 015 D01AA62 NETHERLANDS 015 E04AA62 X 015 A00AA63 NATIONAL NOMINEES LTD. 015 B00AA63 S 015 C01AA63 AUCKLAND 015 D01AA63 NEW ZEALAND 015 E04AA63 X 015 A00AA64 STANBIC BANK NIGERIA LIMITED 015 B00AA64 S 015 C01AA64 LAGO 015 D01AA64 NIGERIA 015 E04AA64 X 015 A00AA65 DEN NORSKE BANK 015 B00AA65 S 015 C01AA65 OSLO 015 D01AA65 NORWAY 015 E04AA65 X 015 A00AA66 HSBC BANK OF THE MIDDLE EAST 015 B00AA66 S 015 C01AA66 MUSCAT 015 D01AA66 OMAN 015 E04AA66 X 015 A00AA67 STANDARD CHARTERED BANK 015 B00AA67 S 015 C01AA67 KARACHI 015 D01AA67 PAKISTAN 015 E04AA67 X 015 A00AA68 BANKBOSTON, N.A. 015 B00AA68 S 015 C01AA68 PANAMA CITY PAGE 9 015 D01AA68 PANAMA 015 E04AA68 X 015 A00AA69 HSBC BANK MIDDLE EAST 015 B00AA69 S 015 C01AA69 RAMALLAH 015 D01AA69 PALESTINE 015 E04AA69 X 015 A00AA70 CITIBANK, N.A. 015 B00AA70 S 015 C01AA70 LIMA 015 D01AA70 PERU 015 E04AA70 X 015 A00AA71 HONGKONG & SHANGHAI BANKING CORP. LTD. 015 B00AA71 S 015 C01AA71 MANILA 015 D01AA71 PHILIPPINES 015 E04AA71 X 015 A00AA72 BANK HANDLOWY W. WARZAWIE, S.A. 015 B00AA72 S 015 C01AA72 WARSAW 015 D01AA72 POLAND 015 E04AA72 X 015 A00AA73 BANCO COMERCIAL PORTUGUES, S.A. 015 B00AA73 S 015 C01AA73 LISBON 015 D01AA73 PORTUGAL 015 E04AA73 X 015 A00AA74 HSBC BANK MIDDLE EAST 015 B00AA74 S 015 C01AA74 DOHA 015 D01AA74 QATAR 015 E04AA74 X 015 A00AA75 ING BANK N.V. 015 B00AA75 S 015 C01AA75 BUCHAREST 015 D01AA75 ROMANIA 015 E04AA75 X 015 A00AA76 VNESHTORGBANK 015 B00AA76 S 015 C01AA76 MOSCOW 015 D01AA76 RUSSIA 015 E04AA76 X 015 A00AA77 CREDIT SUISSE FIRST BOSTON 015 B00AA77 S 015 C01AA77 MOSCOW 015 D01AA77 RUSSIA 015 E04AA77 X 015 A00AA78 CLEARSTREAM BANKING 015 B00AA78 S 015 C01AA78 LUXEMBOURG 015 D01AA78 LUXEMBOURG PAGE 10 015 E04AA78 X 015 A00AA79 UNITED OVERSEAS BANK LTD. 015 B00AA79 S 015 C01AA79 SINGAPORE 015 D01AA79 SINGAPORE 015 E04AA79 X 015 A00AA80 EUROCLEAR BANK 015 B00AA80 S 015 C01AA80 BRUSSELS 015 D01AA80 BELGIUM 015 E04AA80 X 015 A00AA81 CESKOSLOVENSKA OBCHODNI BANKA, A.S. POPOCKA Z 015 B00AA81 S 015 C01AA81 BRATISLAVA 015 D01AA81 SLOVAK REPUBLIC 015 E04AA81 X 015 A00AA82 BANK AUSTRIA CREDITANSTALT D.D. 015 B00AA82 S 015 C01AA82 LJUBLJANA 015 D01AA82 SLOVENIA 015 E04AA82 X 015 A00AA83 STANDARD CORPORATE & MERCHANT BANK 015 B00AA83 S 015 C01AA83 JOHANNESBURG 015 D01AA83 SOUTH AFRICA 015 E04AA83 X 015 A00AA84 BANKBOSTON, N.A. 015 B00AA84 S 015 C01AA84 MONTEVIDEO 015 D01AA84 URUGUAY 015 E04AA84 X 015 A00AA85 STANDARD CHARTERED BANK 015 B00AA85 S 015 C01AA85 SEOUL 015 D01AA85 SOUTH KOREA 015 E04AA85 X 015 A00AA86 BANCO SANTANDER CENTRAL HISPANO, S.A. 015 B00AA86 S 015 C01AA86 MADRID 015 D01AA86 SPAIN 015 E04AA86 X 015 A00AA87 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 015 B00AA87 S 015 C01AA87 MADRID 015 D01AA87 SPAIN 015 E04AA87 X 015 A00AA88 STANDARD CHARTERED BANK 015 B00AA88 S 015 C01AA88 COLOMBO 015 D01AA88 SRI LANKA 015 E04AA88 X PAGE 11 015 A00AA89 STANDARD BANK SWAZILAND LTD. 015 B00AA89 S 015 C01AA89 MBABANE 015 D01AA89 SWAZILAND 015 E04AA89 X 015 A00AA90 SKANDINAVISKA ENSKILDA BANKEN 015 B00AA90 S 015 C01AA90 STOCKHOLM 015 D01AA90 SWEDEN 015 E04AA90 X 015 A00AA91 CREDIT SUISSE FIRST BOSTON 015 B00AA91 S 015 C01AA91 ZURICH 015 D01AA91 SWITZERLAND 015 E04AA91 X 015 A00AA92 HONGKONG & SHANGHAI BANKING CORP. LTD. 015 B00AA92 S 015 C01AA92 TAIPEI 015 D01AA92 TAIWAN 015 E04AA92 X 015 A00AA93 STANDARD CHARTERED BANK 015 B00AA93 S 015 C01AA93 BANGKOK 015 D01AA93 THAILAND 015 E04AA93 X 015 A00AA94 CITIBANK, N.A. 015 B00AA94 S 015 C01AA94 CARACAS 015 D01AA94 VENEZUELA 015 E04AA94 X 015 A00AA95 REPUBLIC BANK LIMITED 015 B00AA95 S 015 C01AA95 PORT OF SPAIN 015 D01AA95 TRINIDAD & TOBAGO 015 E04AA95 X 015 A00AA96 BANQUE INTERNATIONAL ARABE DE TUNISIE 015 B00AA96 S 015 C01AA96 TUNIS 015 D01AA96 TUNISIA 015 E04AA96 X 015 A00AA97 GARANTI BANK 015 B00AA97 S 015 C01AA97 ISTANBUL 015 D01AA97 TURKEY 015 E04AA97 X 015 A00AA98 ING BANK UKRAINE 015 B00AA98 S 015 C01AA98 KIEV 015 D01AA98 UKRAINE 015 E04AA98 X 015 A00AA99 HSBC BANK MIDDLE EAST PAGE 12 015 B00AA99 S 015 C01AA99 DUBAI 015 D01AA99 UNITED ARAB EMIRATES 015 E04AA99 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 267 019 C00AA00 FIDELITYZZ 020 C000001 0 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 FIDELITY SPARTAN 500 MARKET INDEX 022 B000001 04-3081588 022 C000001 19749 022 D000001 5406 022 A000002 FIDELITY US BOND INDEX 022 B000002 04-2993075 022 C000002 6065 022 D000002 11613 022 A000003 FIDELITY SPARTAN EXTENDED MARKET INDEX 022 B000003 04-3365636 022 C000003 6868 022 D000003 5011 022 A000004 FIDELITY SPARTAN INTERNATIONAL INDEX 022 B000004 04-3365637 022 C000004 4593 022 D000004 7264 022 C000005 0 022 D000005 0 022 C000006 0 022 D000006 0 022 C000007 0 022 D000007 0 022 C000008 0 022 D000008 0 022 C000009 0 022 D000009 0 022 C000010 0 022 D000010 0 023 C000000 47348 023 D000000 29294 026 A000000 N 026 B000000 N PAGE 13 026 C000000 N 026 D000000 Y 026 E000000 N 026 F000000 Y 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 029 00AA00 N 030 A00AA00 0 030 B00AA00 0.00 030 C00AA00 0.00 031 A00AA00 0 031 B00AA00 0 032 00AA00 0 033 00AA00 0 034 00AA00 N 035 00AA00 0 036 B00AA00 0 037 00AA00 Y 038 00AA00 14 039 00AA00 N 040 00AA00 Y 041 00AA00 N 045 00AA00 Y 046 00AA00 N 047 00AA00 Y 048 00AA00 0.100 048 A01AA00 0 048 A02AA00 0.000 048 B01AA00 0 048 B02AA00 0.000 048 C01AA00 0 048 C02AA00 0.000 048 D01AA00 0 048 D02AA00 0.000 048 E01AA00 0 048 E02AA00 0.000 048 F01AA00 0 048 F02AA00 0.000 048 G01AA00 0 048 G02AA00 0.000 048 H01AA00 0 048 H02AA00 0.000 048 I01AA00 0 048 I02AA00 0.000 048 J01AA00 0 048 J02AA00 0.000 048 K01AA00 0 048 K02AA00 0.000 049 00AA00 N PAGE 14 050 00AA00 N 051 00AA00 N 052 00AA00 N 053 A00AA00 Y 053 B00AA00 Y 053 C00AA00 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 Y 054 D00AA00 Y 054 E00AA00 Y 054 F00AA00 Y 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 Y 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 Y 055 A00AA00 N 055 B00AA00 N 056 00AA00 Y 057 00AA00 N 058 A00AA00 N 059 00AA00 Y 060 A00AA00 Y 060 B00AA00 Y 061 00AA00 10000 062 A00AA00 N 062 B00AA00 0.0 062 C00AA00 0.0 062 D00AA00 0.0 062 E00AA00 0.0 062 F00AA00 0.0 062 G00AA00 0.0 062 H00AA00 0.0 062 I00AA00 0.0 062 J00AA00 0.0 062 K00AA00 0.0 062 L00AA00 0.0 062 M00AA00 0.0 062 N00AA00 0.0 062 O00AA00 0.0 062 P00AA00 0.0 062 Q00AA00 0.0 062 R00AA00 0.0 063 A00AA00 0 063 B00AA00 0.0 066 A00AA00 Y PAGE 15 066 B00AA00 N 066 C00AA00 N 066 D00AA00 N 066 E00AA00 N 066 F00AA00 N 066 G00AA00 Y 067 00AA00 N 068 A00AA00 N 068 B00AA00 N 069 00AA00 Y 070 A01AA00 Y 070 A02AA00 Y 070 B01AA00 Y 070 B02AA00 N 070 C01AA00 Y 070 C02AA00 N 070 D01AA00 Y 070 D02AA00 N 070 E01AA00 Y 070 E02AA00 N 070 F01AA00 Y 070 F02AA00 N 070 G01AA00 Y 070 G02AA00 N 070 H01AA00 Y 070 H02AA00 N 070 I01AA00 N 070 I02AA00 N 070 J01AA00 Y 070 J02AA00 N 070 K01AA00 Y 070 K02AA00 Y 070 L01AA00 Y 070 L02AA00 N 070 M01AA00 Y 070 M02AA00 N 070 N01AA00 Y 070 N02AA00 N 070 O01AA00 Y 070 O02AA00 N 070 P01AA00 Y 070 P02AA00 N 070 Q01AA00 N 070 Q02AA00 N 070 R01AA00 Y 070 R02AA00 N 077 A000000 Y 077 B000000 N 077 C000000 Y 077 D000000 N 077 E000000 N PAGE 16 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 010 A000101 FIDELITY MANAGEMENT & RESEARCH COMPANY(FMR) 010 B000101 801-7884 010 C010101 BOSTON 010 C020101 MA 010 C030101 02109 011 A000101 FIDELITY DISTRIBUTORS CORPORATION 011 B000101 8-8775 011 C010101 BOSTON 011 C020101 MA 011 C030101 02109 024 000100 N 025 D000101 0 025 D000102 0 025 D000103 0 025 D000104 0 025 D000105 0 025 D000106 0 025 D000107 0 025 D000108 0 PAGE 17 028 A010100 7779 028 A020100 0 028 A030100 0 028 A040100 4759 028 B010100 8825 028 B020100 392 028 B030100 0 028 B040100 6142 028 C010100 7370 028 C020100 0 028 C030100 0 028 C040100 6284 028 D010100 4067 028 D020100 0 028 D030100 0 028 D040100 5250 028 E010100 8560 028 E020100 0 028 E030100 0 028 E040100 10392 028 F010100 6162 028 F020100 0 028 F030100 0 028 F040100 3511 028 G010100 42763 028 G020100 392 028 G030100 0 028 G040100 36338 028 H000100 0 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 043 000100 0 044 000100 0 071 A000100 37275 071 B000100 29294 071 C000100 280126 071 D000100 10 072 A000100 6 072 B000100 1 072 C000100 1715 072 D000100 0 072 E000100 0 072 F000100 140 072 G000100 0 072 H000100 0 PAGE 18 072 I000100 0 072 J000100 0 072 K000100 0 072 L000100 0 072 M000100 0 072 N000100 0 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 0 072 S000100 0 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 1 072 X000100 141 072 Y000100 28 072 Z000100 1603 072AA000100 0 072BB000100 2934 072CC010100 0 072CC020100 32337 072DD010100 410 072DD020100 0 072EE000100 0 073 A010100 0.0300 073 A020100 0.0000 073 B000100 0.0000 073 C000100 0.0000 074 A000100 1 074 B000100 42 074 C000100 0 074 D000100 0 074 E000100 0 074 F000100 0 074 G000100 0 074 H000100 0 074 I000100 259178 074 J000100 0 074 K000100 0 074 L000100 160 074 M000100 0 074 N000100 259381 074 O000100 78 074 P000100 21 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 100 074 S000100 0 PAGE 19 074 T000100 259182 074 U010100 13768 074 U020100 0 074 V010100 18.83 074 V020100 0.00 074 W000100 0.0000 074 X000100 19700 074 Y000100 0 075 A000100 0 075 B000100 279763 076 000100 0.00 SIGNATURE JOHN H. COSTELLO TITLE ASSISTANT TREASURER EX-99.77C VOTES 3 q77c_votingmatters1.htm VOTING MATTERS

A special meeting of the fund's shareholders was held on April 17, 2002. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VII, Section 7.04 of the Trust Instrument.

# of
Votes

% of
Votes

Affirmative

126,607,111.17

90.282

Against

5,705,726.95

4.068

Abstain

6,270,223.91

4.472

Broker Non-Votes

1,652,443.20

1.178

TOTAL

140,235,505.23

100.00

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Trust Instrument.

# of
Votes

% of
Votes

Affirmative

123,451,188.54

88.032

Against

9,024,415.05

6.436

Abstain

6,107,458.44

4.354

Broker Non-Votes

1,652,443.20

1.178

TOTAL

140,235,505.23

100.00

PROPOSAL 3

To elect the thirteen nominees specified below as Trustees.

# of
Votes

% of
Votes

J. Michael Cook

Affirmative

135,301,823.50

96.482

Withheld

4,933,681.73

3.518

TOTAL

140,235,505.23

100.00

Ralph F. Cox

Affirmative

134,913,095.20

96.205

Withheld

5,322,410.03

3.795

TOTAL

140,235,505.23

100.00

Phyllis Burke Davis

Affirmative

134,850,299.73

96.160

Withheld

5,385,205.50

3.840

TOTAL

140,235,505.23

100.00

Robert M. Gates

Affirmative

135,015,779.68

96.278

Withheld

5,219,725.55

3.722

TOTAL

140,235,505.23

100.00

Abigail P. Johnson

Affirmative

135,070,309.66

96.317

Withheld

5,165,195.57

3.683

TOTAL

140,235,505.23

100.00

Edward C. Johnson 3d

Affirmative

134,961,719.12

96.239

Withheld

5,273,786.11

3.761

TOTAL

140,235,505.23

100.00

Donald J. Kirk

Affirmative

135,062,854.70

96.311

Withheld

5,172,650.53

3.689

TOTAL

140,235,505.23

100.00

# of
Votes

% of
Votes

Marie L. Knowles

Affirmative

135,292,115.93

96.475

Withheld

4,943,389.30

3.525

TOTAL

140,235,505.23

100.00

Ned C. Lautenbach

Affirmative

135,161,662.14

96.382

Withheld

5,073,843.09

3.618

TOTAL

140,235,505.23

100.00

Peter S. Lynch

Affirmative

135,287,878.38

96.472

Withheld

4,947,626.85

3.528

TOTAL

140,235,505.23

100.00

Marvin L. Mann

Affirmative

135,060,335.11

96.310

Withheld

5,175,170.12

3.690

TOTAL

140,235,505.23

100.00

William O. McCoy

Affirmative

135,128,783.68

96.358

Withheld

5,106,721.55

3.642

TOTAL

140,235,505.23

100.00

William S. Stavropoulos

Affirmative

135,080,401.63

96.324

Withheld

5,155,103.60

3.676

TOTAL

140,235,505.23

100.00

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes

% of
Votes

Affirmative

124,271,568.67

88.617

Against

7,114,206.62

5.073

Abstain

7,197,286.74

5.132

Broker Non-Votes

1,652,443.20

1.178

TOTAL

140,235,505.23

100.00

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes

% of
Votes

Affirmative

122,892,140.73

87.633

Against

8,018,343.99

5.717

Abstain

7,672,577.31

5.472

Broker Non-Votes

1,652,443.20

1.178

TOTAL

140,235,505.23

100.00

EX-99.77C VOTES 4 q77c_votingmatters2.htm VOTING MATTERS


AMENDED AND RESTATED TRUST INSTRUMENT
Fidelity Oxford Street Trust

AMENDED AND RESTATED TRUST INSTRUMENT, made April 17, 2002 by each of the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Trust Instrument for the sole purpose of supplementing the Trust Instrument to incorporate amendments duly adopted; and

WHEREAS, this Trust was initially made June 20, 1991 by Edward C. Johnson 3d, J. Gary Burkhead and John E. Ferris in order to establish a trust for the investment and reinvestment of funds contributed thereto; and

NOW, THEREFORE, the Trustees declare that all money and property contributed to the Trust hereunder shall be held and managed in trust under this Amended and Restated Trust Instrument as herein set forth below.

_______________________________________________

ARTICLE I

NAME AND DEFINITIONS

NAME

Section 1.01. The name of the Trust created hereby is the "Fidelity Oxford Street Trust."

DEFINITIONS.

Section 1.02. Wherever used herein, unless otherwise required by the context or specifically provided:

(a) "Bylaws" means the Bylaws referred to in Article IV, Section 4.01(e) hereof, as from time to time amended;

(b) The term "Commission" has the meaning given it in the 1940 Act. The terms "Affiliated Person," "Assignment," "Interested Person" and "Principal Underwriter" shall have the meanings given them in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretive releases of the Commission thereunder. "Majority Shareholder Vote" shall have the same meaning as the term "vote of a majority of the outstanding voting securities" is given in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretive releases of the Commission thereunder;

(c) The "Delaware Act" refers to Chapter 38 of Title 12 of the Delaware Code entitled "Treatment of Delaware Business Trusts," as it may be amended from time to time;

(d) "Net Asset Value" means the net asset value of each Series of the Trust determined in the manner provided in Article IX, Section 9.03 hereof;

(e) "Outstanding Shares" means those Shares shown from time to time in the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust;

(f) "Series" means a series of Shares of the Trust established in accordance with the provisions of Article II, Section 2.06 hereof;

(g) "Shareholder" means a record owner of Outstanding Shares of the Trust;

(h) "Shares" means the equal proportionate transferable units of beneficial interest into which the beneficial interest of each Series of the Trust or class thereof shall be divided and may include fractions of Shares as well as whole Shares;

(i) The "Trust" refers to Fidelity Oxford Street Trust and reference to the Trust, when applicable to one or more Series of the Trust, shall refer to any such Series;

(j) The "Trustees" means the person or persons who has or have signed this Trust Instrument, so long as he or they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article III hereof and reference herein to a Trustee or to the Trustees shall refer to the individual Trustees in their capacity as Trustees hereunder;

(k) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of one or more of the Trust or any Series, or the Trustees on behalf of the Trust or any Series; and

(l) The "1940 Act" refers to the Investment Company Act of 1940, as amended from time to time.

ARTICLE II

BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

Section 2.01. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series or classes of a Series as the Trustees shall from time to time create and establish. The number of Shares of each Series, and class thereof, authorized hereunder is unlimited. Each Share shall have no par value. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

ISSUANCE OF SHARES

Section 2.02. The Trustees in their discretion may, from time to time, without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, subject to applicable law, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000th of a Share or integral multiples thereof.

REGISTER OF SHARES AND SHARE CERTIFICATES

Section 2.03. A register shall be kept at the principal office of the Trust or an office of the Trust's transfer agent which shall contain the names and addresses of the Shareholders of each Series, the number of Shares of that Series (or any class or classes thereof) held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the Bylaws provided, until he has given his address to the transfer agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. The Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. Such certificates may be issuable for any purpose limited in the Trustees discretion. In the event that one or more certificates are issued, whether in the name of a shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of Shares for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

TRANSFER OF SHARES

Section 2.04. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.

TREASURY SHARES

Section 2.05. Shares held in the treasury shall, until reissued pursuant to Section 2.02 hereof, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

Section 2.06. The Trust created hereby shall consist of one or more Series and separate and distinct records shall be maintained by the Trust for each Series and the assets associated with any such Series shall be held and accounted for separately from the assets of the Trust or any other Series. The Trustees shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Shareholders of any Series of the Trust, to establish and designate and to change in any manner any such Series of Shares or any classes of initial or additional Series and to fix such preferences, voting powers, rights and privileges of such Series or classes thereof as the Trustees may from time to time determine, to divide or combine the Shares or any Series or classes thereof into a greater or lesser number, to classify or reclassify any issued Shares or any Series or classes thereof into one or more Series or classes of Shares, and to take such other action with respect to the Shares as the Trustees may deem desirable. The establishment and designation of any Series shall be effective upon the adoption of a resolution by a majority of the Trustees setting forth such establishment and designation and the relative rights and preferences of the Shares of such Series, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of the Shares of such Series including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. A Series may issue any number of Shares and need not issue shares. At any time that there are no Shares outstanding of any particular Series previously established and designated, the Trustees may by a majority vote abolish that Series and the establishment and designation thereof.

All references to Shares in this Trust Instrument shall be deemed to be Shares of any or all Series, or classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust, and each class thereof, except as the context otherwise requires.

Each Share of a Series of the Trust shall represent an equal beneficial interest in the net assets of such Series. Each holder of Shares of a Series shall be entitled to receive his pro rata share of distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of his Shares, such Shareholder shall be paid solely out of the funds and property of such Series of the Trust.

INVESTMENT IN THE TRUST

Section 2.07. The Trustees shall accept investments in any Series of the Trust from such persons and on such terms as they may from time to time authorize. At the Trustees' discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Series is authorized to invest, valued as provided in Article IX, Section 9.03 hereof. Investments in a Series shall be credited to each Shareholder's account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received; provided, however, that the Trustees may, in their sole discretion, (a) fix the Net Asset Value per Share of the initial capital contribution, (b) impose a sales charge or other fee upon investments in the Trust in such manner and at such time determined by the Trustees or (c) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

Section 2.08. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Trust and of every other Series and may be referred to herein as "assets belonging to" that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits or funds, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more of the Series in such manner as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, income, earnings, profits or funds, or payments and proceeds with respect thereto shall be assets belonging to that Series. The assets belonging to a particular Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series. The assets belonging to each particular Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees between or among any one or more of the Series in such manner as the Trustees in their sole discretion deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes. Without limitation of the foregoing provisions of this Section 2.08, but subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally. Notice of this limitation on inter-Series liabilities may, in the Trustee's sole discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, liability, obligation or expense incurred, contracted for or otherwise existing with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

Section 2.09. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

Section 2.10. Each Shareholder of the Trust and of each Series shall not be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series shall include a recitation limiting the obligation represented thereby to the Trust or to one or more Series and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

Section 2.11. Every Shareholder, by virtue of having purchased a Share shall become a Shareholder and shall be held to have expressly assented and agreed to be bound by the terms hereof.

ARTICLE III

THE TRUSTEES

MANAGEMENT OF THE TRUST

Section 3.01. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court.

Except for the Trustees named herein or appointed to fill vacancies pursuant to Section 3.04 of this Article III, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trustees holding office have been elected by Shareholders, the Trustees then in office will call a Shareholders' meeting for the election of Trustees.

INITIAL TRUSTEES

Section 3.02. The initial Trustees shall be the persons named herein. On a date fixed by the Trustees, the Shareholders shall elect at least three but not more than fourteen Trustees, as specified by the Trustees pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

Section 3.03. The Trustees shall hold office during the lifetime of this Trust, and until its termination as herein provided; except (a) that any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has died, become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) that a Trustee may be removed at any meeting of the Shareholders of the Trust by a vote of Shareholders owning at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

Section 3.04. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect.

An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.04 shall have accepted this trust, or at such date as may be specified in the acceptance whenever made, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.04 is subject to the provisions of Section 16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

Section 3.05. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at any one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 3.06. The number of Trustees shall be at least three, and thereafter shall be such number as shall be fixed from time to time by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be more than fourteen (14).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 3.07. The declination to serve, death, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to terminate the Trust or to revoke any existing agency created pursuant to the terms of this Trust Instrument.

OWNERSHIP OF ASSETS OF THE TRUST

Section 3.08. The assets of the Trust and of each Series shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Legal title in all of the assets of the Trust and the right to conduct any business shall at all times be considered as vested in the Trustees on behalf of the Trust, except that the Trustees may cause legal title to any Trust Property to be held by, or in the name of the Trust, or in the name of any person as nominee. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or of any Series or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the Trust or Series. The Shares shall be personal property giving only the rights specifically set forth in this Trust Instrument.

ARTICLE IV

POWERS OF THE TRUSTEES

POWERS

Section 4.01. The Trustees in all instances shall act as principals, and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. The Trustees shall not in any way be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments which they, in their sole discretion, shall deem proper to accomplish the purpose of this Trust without recourse to any court or other authority. Subject to any applicable limitation in this Trust Instrument or the Bylaws of the Trust, the Trustees shall have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested, without in any event being bound or limited by any present or future law or custom in regard to investments by Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

(b) To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations;

(c) To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of an obligation or engagement of any other Person and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either through a principal underwriter in the manner hereinafter provided for or by the Trust itself, or both, or otherwise pursuant to a plan of distribution of any kind;

(e) To adopt Bylaws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders; such Bylaws shall be deemed incorporated and included in this Trust Instrument;

(f) To elect and remove such officers and appoint and terminate such agents as they consider appropriate;

(g) To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as the Commission may permit as custodians of any assets of the Trust subject to any conditions set forth in this Trust Instrument or in the Bylaws;

(h) To retain one or more transfer agents and shareholder servicing agents, or both;

(i) To set record dates in the manner provided herein or in the Bylaws;

(j) To delegate such authority as they consider desirable to any officers of the Trust and to any investment adviser, manager, custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets of the Trust, subject to the provisions of Article XI, Sections 11.05, 11.06, and 11.07 hereof;

(l) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper;

(m) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;

(n) To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form; or either in the name of the Trust or in the name of a custodian or a nominee or nominees, subject in either case to proper safeguards according to the usual practice of Delaware business trusts or investment companies;

(o) To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article II hereof and to establish classes of such Series having relative rights, powers and duties as they may provide consistent with applicable law;

(p) Subject to the provisions of Section 3804 of the Delaware Act, to allocate assets, liabilities and expenses of the Trust to a particular Series or class thereof or to apportion the same between or among two or more Series or classes thereof, provided that any liabilities or expenses incurred by a particular Series or class thereof shall be payable solely out of the assets belonging to that Series as provided for in Article II hereof;

(q) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust;

(r) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes;

(s) To make distributions of income and of capital gains to Shareholders in the manner hereinafter provided;

(t) To establish, from time to time, a minimum investment for Shareholders in the Trust or in one or more Series or class, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder;

(u) To establish one or more committees, to delegate any of the powers of the Trustees to said committees and to adopt a committee charter providing for such responsibilities, membership (including Trustees, officers or other agents of the Trust therein) and any other characteristics of said committees as the Trustees may deem proper. Notwithstanding the provisions of this Article IV, and in addition to such provisions or any other provision of this Trust Instrument or of the Bylaws, the Trustees may by resolution appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body;

(v) To interpret the investment policies, practices or limitations of any Series;

(w) Notwithstanding any other provision hereof, to invest all or a portion of the assets of any series in one or more open-end investment companies, including investment by means of a transfer of such assets in an exchange for an interest or interests in such investment company or companies or by any other method approved by the Trustees;

(x) To establish a registered office and have a registered agent in the state of Delaware; and

(y) In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series, and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

Section 4.02. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Article II and Article IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series of the Trust, with respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 4.03. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person or any firm or company in which he is interested, subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the Bylaws.

ACTION BY THE TRUSTEES

Section 4.04. The Trustees shall act by majority vote at a meeting duly called or by unanimous written consent without a meeting or by telephone meeting provided a quorum of Trustees participate in any such telephone meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person. At any meeting of the Trustees, a majority of the Trustees shall constitute a quorum. Meetings of the Trustees may be called orally or in writing by the Chairman of the Board of Trustees or by any two other Trustees. Notice of the time, date and place of all meetings of the Trustees shall be given by the party calling the meeting to each Trustee by telephone, telefax, or telegram sent to his home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Any meeting conducted by telephone shall be deemed to take place at the principal office of the Trust, as determined by the Bylaws or by the Trustees. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Trust. Written consents or waivers of the Trustees may be executed in one or more counterparts. Execution of a written consent or waiver and delivery thereof to the Trust may be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

Section 4.05. The Trustees shall appoint one of their number to be Chairman of the Board of Trustees. The Chairman shall preside at all meetings of the Trustees, shall be responsible for the execution of policies established by the Trustees and the administration of the Trust, and may be (but is not required to be) the chief executive, financial and/or accounting officer of the Trust.

PRINCIPAL TRANSACTIONS

Section 4.06. Except to the extent prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, distributor or transfer agent for the Trust or with any Interested Person of such person; and the Trust may employ any such person, or firm or company in which such person is an Interested Person, as broker, legal counsel, registrar, investment adviser, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

ARTICLE V

EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

Section 5.01. Subject to the provisions of Article II, Section 2.08 hereof, the Trustees shall be reimbursed from the Trust estate or the assets belonging to the appropriate Series for their expenses and disbursements, including, without limitation, fees and expenses of Trustees who are not Interested Persons of the Trust, interest expense, taxes, fees and commissions of every kind, expenses of pricing Trust portfolio securities, expenses of issue, repurchase and redemption of shares, including expenses attributable to a program of periodic repurchases or redemptions, expenses of registering and qualifying the Trust and its Shares under Federal and State laws and regulations or under the laws of any foreign jurisdiction, charges of third parties, including investment advisers, managers, custodians, transfer agents, portfolio accounting and/or pricing agents, and registrars, expenses of preparing and setting up in type prospectuses and statements of additional information and other related Trust documents, expenses of printing and distributing prospectuses sent to existing Shareholders, auditing and legal expenses, reports to Shareholders, expenses of meetings of Shareholders and proxy solicitations therefor, insurance expenses, association membership dues and for such non-recurring items as may arise, including litigation to which the Trust (or a Trustee acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses and liabilities the Trustees shall have a lien on the assets belonging to the appropriate Series, or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

ARTICLE VI

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

INVESTMENT ADVISER

Section 6.01. Subject to applicable requirements of the 1940 Act, as modified by or interpreted by an applicable order of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, the Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trustees with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by all of the Trustees.

The Trustees may authorize, subject to applicable requirements of the 1940 Act, including those relating to Shareholder approval, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

PRINCIPAL UNDERWRITER

Section 6.02. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares, whereby the Trust may either agree to sell Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions, if any, as may be prescribed in the Bylaws, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article VI, or of the Bylaws; and such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust.

TRANSFER AGENT

Section 6.03. The Trustees may in their discretion from time to time enter into one or more transfer agency and Shareholder service contracts whereby the other party or parties shall undertake to furnish the Trustees with transfer agency and Shareholder services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Trust Instrument or of the Bylaws.

PARTIES TO CONTRACT

Section 6.04. Any contract of the character described in Sections 6.01, 6.02 and 6.03 of this Article VI or any contract of the character described in Article VIII hereof may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered void or voidable by reason of the existence of any relationship, nor shall any person holding such relationship be disqualified from voting on or executing the same in his capacity as Shareholder and/or Trustee, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article VI or Article VIII hereof or of the Bylaws. The same person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to Sections 6.01, 6.02 and 6.03 of this Article VI or pursuant to Article VIII hereof, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 6.04.

PROVISIONS AND AMENDMENTS

Section 6.05. Any contract entered into pursuant to Sections 6.01 or 6.02 of this Article VI shall be consistent with and subject to the requirements of Section 15 of the 1940 Act or other applicable Act of Congress hereafter enacted with respect to its continuance in effect, its termination, and the method of authorization and approval of such contract or renewal thereof, and no amendment to any contract, entered into pursuant to Section 6.01 of this Article VI shall be effective unless assented to in a manner consistent with the requirements of said Section 15, as modified by any applicable rule, regulation or order of the Commission.

ARTICLE VII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 7.01. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article III, Sections 3.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article III, Section 3.03(d) hereof, (iii) with respect to any investment advisory or management contract as provided in Article VI, Sections 6.01 and 6.05 hereof, and (iv) with respect to such additional matters relating to the Trust as may be required by law, by this Trust Instrument, or the Bylaws or any registration of the Trust with the Commission or any State, or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more classes of a Series, in which case any such matter shall be voted on by such class or classes. A shareholder of each Series shall be entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share) of such Series on any matter on which such shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the Bylaws. A proxy may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the Bylaws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Instrument or any of the Bylaws of the Trust to be taken by Shareholders.

MEETINGS

Section 7.02. The first Shareholders' meeting shall be held in order to elect Trustees as specified in Section 3.02 of Article III hereof at the principal office of the Trust or such other place as the Trustees may designate. Meetings may be held within or without the State of Delaware. Special meetings of the Shareholders of any Series may be called by the Trustees and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth of the Outstanding Shares entitled to vote. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16(c) of the 1940 Act, as the same may be amended from time to time, seek the opportunity of furnishing materials to the other Shareholders with a view to obtaining signatures on such a request for a meeting, the Trustees shall comply with the provisions of said Section 16(c) with respect to providing such Shareholders access to the list of the Shareholders of record of the Trust or the mailing of such materials to such Shareholders of record, subject to any rights provided to the Trust or any Trustees provided by said Section 16(c). Shareholders shall be entitled to at least fifteen (15) days' notice of any meeting.

QUORUM AND REQUIRED VOTE

Section 7.03. One-third of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Trust Instrument permits or requires that holders of any Series shall vote as a Series (or that holders of a class shall vote as a class), then one-third of the aggregate number of Shares of that Series (or that class) entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series (or that class). Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by law or by any provision of this Trust Instrument or the Bylaws, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Trust Instrument permits or requires that the holders of any Series shall vote as a Series (or that the holders of any class shall vote as a class), then a majority of the Shares present in person or by proxy of that Series or, if required by law, a Majority Shareholder Vote of that Series (or class), voted on the matter in person or by proxy shall decide that matter insofar as that Series (or class) is concerned. Shareholders may act by unanimous written consent. Actions taken by Series (or class) may be consented to unanimously in writing by Shareholders of that Series.

DERIVATIVE ACTIONS

Section 7.04. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring derivative action on behalf of the Trust only if the Shareholder or Shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.

ARTICLE VIII

CUSTODIAN

APPOINTMENT AND DUTIES

Section 8.01. The Trustees shall at all times employ a bank, a company that is a member of a national securities exchange, or a trust company, each having capital, surplus and undivided profits of at least two million dollars ($2,000,000) as custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the Bylaws of the Trust:

(1) to hold the securities owned by the Trust and deliver the same upon written order or oral order confirmed in writing, or by such electro-mechanical or electronic devices as are agreed to by the Trust and the custodian, if such procedures have been authorized in writing by the Trust;

(2) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or else where as the Trustees may direct;

(3) to disburse such funds upon orders or vouchers;

and the Trust may also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust or of any Series or class and furnish clerical and accounting services; and

(5) to compute, if authorized to do so by the Trustees, the Net Asset Value of any Series, or class thereof, in accordance with the provisions hereof; all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian, and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank, a company that is a member of a national securities exchange, or a trust company organized under the laws of the United States or one of the states thereof and having capital, surplus and undivided profits of at least two million dollars ($2,000,000) or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act.

CENTRAL CERTIFICATE SYSTEM

Section 8.02. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, as amended, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, subcustodians or other agents.

ARTICLE IX

DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

Section 9.01.

(a) The Trustees may from time to time declare and pay dividends or other distributions with respect to any Series. The amount of such dividends or distributions and the payment of them and whether they are in cash or any other Trust Property shall be wholly in the discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the Shareholders of record at the time of declaring a dividend or other distribution or among the Shareholders of record at such other date or time or dates or times as the Trustees shall determine, which dividends or distributions, at the election of the Trustees, may be paid pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a dividend of stock or other property pro rata among the Shareholders of a particular Series, or class thereof, as of the record date of that Series fixed as provided in Section (b) hereof.

REDEMPTIONS

Section 9.02. In case any holder of record of Shares of a particular Series desires to dispose of his Shares or any portion thereof, he may deposit at the office of the transfer agent or other authorized agent of that Series a written request or such other form of request as the Trustees may from time to time authorize, requesting that the Series purchase the Shares in accordance with this Section 9.02; and the Shareholder so requesting shall be entitled to require the Series to purchase, and the Series or the principal underwriter of the Series shall purchase his said Shares, but only at the Net Asset Value thereof (as described in Section 9.03 of this Article IX). The Series shall make payment for any such Shares to be redeemed, as aforesaid, in cash or property from the assets of that Series and payment for such Shares less any applicable deferred sales charge and/or fees shall be made by the Series or the principal underwriter of the Series to the Shareholder of record within seven (7) days after the date upon which the request is effective. Upon redemption, shares shall become Treasury shares and may be re-issued from time to time.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

Section 9.03. The term "Net Asset Value" of any Series shall mean that amount by which the assets of that Series exceed its liabilities, all as determined by or under the direction of the Trustees. Such value shall be determined separately for each Series and shall be determined on such days and at such times as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by the Trustees; provided, however, that the Trustees, without Shareholder approval, may alter the method of valuing portfolio securities insofar as permitted under the 1940 Act and the rules, regulations and interpretations thereof promulgated or issued by the Commission or insofar as permitted by any Order of the Commission applicable to the Series. The Trustees may delegate any of their powers and duties under this Section 9.03 with respect to valuation of assets and liabilities. The resulting amount, which shall represent the total Net Asset Value of the particular Series, shall be divided by the total number of shares of that Series outstanding at the time and the quotient so obtained shall be the Net Asset Value per Share of that Series. At any time, the Trustees may cause the Net Asset Value per Share last determined to be determined again in similar manner and may fix the time when such redetermined value shall become effective. If, for any reason, the net income of any Series, determined at any time, is a negative amount, the Trustees shall have the power with respect to that Series (i) to offset each Shareholder's pro rata share of such negative amount from the accrued dividend account of such Shareholder, or (ii) to reduce the number of Outstanding Shares of such Series by reducing the number of Shares in the account of each Shareholder by a pro rata portion of that number of full and fractional Shares which represents the amount of such excess negative net income, or (iii) to cause to be recorded on the books of such Series an asset account in the amount of such negative net income (provided that the same shall thereupon become the property of such Series with respect to such Series and shall not be paid to any Shareholder), which account may be reduced by the amount, of dividends declared thereafter upon the Outstanding Shares of such Series on the day such negative net income is experienced, until such asset account is reduced to zero; (iv) to combine the methods described in clauses (i) and (ii) and (iii) of this sentence; or (v) to take any other action they deem appropriate, in order to cause (or in order to assist in causing) the Net Asset Value per Share of such Series to remain at a constant amount per Outstanding Share immediately after each such determination and declaration. The Trustees shall also have the power not to declare a dividend out of net income for the purpose of causing the Net Asset Value per Share to be increased. The Trustees shall not be required to adopt, but may at any time adopt, discontinue or amend the practice of maintaining the Net Asset Value per Share of the Series at a constant amount.

SUSPENSION OF THE RIGHT OF REDEMPTION

Section 9.04. The Trustees may declare a suspension of the right of redemption or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment until the Trustees shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the Net Asset Value per Share next determined after the termination of the suspension. In the event that any Series is divided into classes, the provisions of this Section 9.04, to the extent applicable as determined in the discretion of the Trustees and consistent with applicable law, may be equally applied to each such class.

REDEMPTION OF SHARES

Section 9.05. The Trustees may require Shareholders to redeem Shares for any reason under terms set by the Trustees, including, but not limited to, (i) the determination of the Trustees that direct or indirect ownership of Shares of any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or (iii) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. The redemption shall be effected at the redemption price and in the manner provided in this Article IX.

The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other taxing authority.

ARTICLE X

LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

Section 10.01. Neither a Trustee nor an officer of the Trust when acting in such capacity, shall be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust, any Trustee or any officer of the Trust. Neither a Trustee nor an officer of the Trust shall be liable for any act or omission or any conduct whatsoever in his capacity as Trustee or officer of the Trust, provided that nothing contained herein or in the Delaware Act shall protect any Trustee or any officer of the Trust against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or Officer hereunder.

INDEMNIFICATION

Section 10.02.

(a) Subject to the exceptions and limitations contained in Section (b) below:

(i) every Person who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as a "Covered Person") shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened while in office or thereafter, and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);

provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees or by independent counsel.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 10.02 may be paid by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 10.02; provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 10.02.

SHAREHOLDERS

Section 10.03. In case any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by reason of his being or having been a Shareholder of such Series and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by the Shareholder, assume the defense of any claim against the Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE XI

MISCELLANEOUS

TRUST NOT A PARTNERSHIP

Section 11.01. It is the intention of the Trustees to create a business trust pursuant to the Delaware Act. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a business trust pursuant to the Delaware Act. No Trustee hereunder shall have any power to bind personally either the Trust's officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series or (if the Trustees shall have yet to have established Series) of the Trust for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of their agents, whether past, present or future, shall be personally liable therefor. Nothing in this Trust Instrument shall protect a Trustee against any liability to which the Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 11.02. The exercise by the Trustees or the officers of the Trust of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article X hereof and to Section 11.01 of this Article XI, the Trustees or the officers of the Trust shall not be liable for errors of judgment or mistakes of fact or law. The Trustees and the officers of the Trust may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and subject to the provisions of Article X hereof and Section 11.01 of this Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees and the officers of the Trust shall not be required to give any bond as such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 11.03. The Trustees may close the Share transfer books of the Trust for a period not exceeding sixty (60) days preceding the date of any meeting of Shareholders, or the date for the payment of any dividends or other distributions, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect; or in lieu of closing the stock transfer books as aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of Shareholders, or the date for payment of any dividend or other distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or other distribution, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Shares, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or other distribution, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any Shares on the books of the Trust after any such record date fixed as aforesaid.

DURATION OF THE TRUST

Section 11.04.This Trust shall continue without limitation of time but subject to the provisions of this Article XI.

TERMINATION OF THE TRUST, A SERIES OR A CLASS

Section 11.05.

(a) Subject to applicable Federal and state law, the Trust or any Series or class thereof may be terminated (i) by Majority Shareholder Vote of the Trust, each Series affected, or each class affected, as the case may be; or (ii) without the vote or consent of Shareholders by a majority of the Trustees either at a meeting or by written consent. The Trustees shall provide written notice to the affected Shareholders of a termination effected under clause (ii) above. Upon the termination of the Trust or the Series or class, (i) the Trust or the Series or class shall carry on no business except for the purpose of winding up its affairs; (ii) the Trustees shall proceed to wind up the affairs of the Trust or the Series or class, and all of the powers of the Trustees under this Trust Instrument shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or the Series or class thereof; collect its assets; sell, convey, assign, exchange, transfer, or otherwise dispose of all or any part of the remaining Trust property or Trust property allocated or belonging to such Series or class to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind; discharge or pay its liabilities; and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer, or other disposition of all or substantially all the Trust property or Trust property allocated or belonging to such Series or class (other than as provided in (iii) below) shall require Shareholder approval in accordance with Section 11.06 below; and (iii) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust property or the remaining property of the terminated Series or class, in cash or in kind or partly each, among the Shareholders of the Trust or the Series or class according to their respective rights; and

(b) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (a), the Trust or any affected Series or class thereof shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust, Series or class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

MERGER; CONSOLIDATION; AND SALE OF ASSETS

Section 11.06. Subject to applicable Federal and state law and except as otherwise provided in Section 11.07 below, the Trust or any Series or class thereof may merge or consolidate with any other corporation, association, trust, or other organization or may sell, lease, or exchange all or a portion of the Trust property or Trust property allocated or belonging to such Series or class, including its good will, upon such terms and conditions and for such consideration when and as authorized at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of the Trust or affected Series or class, as the case may be. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 11.06 may effect any amendment to the Trust Instrument or effect the adoption of a new Trust Instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation.

INCORPORATION; REORGANIZATION

Section 11.07. Subject to applicable Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Series or class or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Series or class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Series or class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 11.07, the Trust or any Series or class thereof sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 11.07 may effect any amendment to the Trust Instrument or effect the adoption of a new Trust Instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation.

FILING OF COPIES, REFERENCES, HEADINGS

Section 11.08. The original or a copy of this Trust Instrument and of each amendment hereof or Trust Instrument supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A supplemental trust instrument executed by any one Trustee may be relied upon as a Supplement hereof. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments or supplements have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Trust Instrument or of any such amendment or supplemental Trust Instrument. In this Trust Instrument or in any such amendment or supplemental Trust Instrument, references to this Trust Instrument, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this Trust Instrument as amended or affected by any such supplemental Trust Instrument. All expressions like "his", "he" and "him", shall be deemed to include the feminine and neuter, as well as masculine, genders. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this Trust Instrument, rather than the headings, shall control. This Trust Instrument may be executed in any number of counterparts each of which shall be deemed an original.

APPLICABLE LAW

Section 11.09. The trust set forth in this instrument is made in the State of Delaware, and the Trust and this Trust Instrument, and the rights and obligations of the Trustees and Shareholders hereunder, are to be governed by and construed and administered according to the Delaware Act and the laws of said State; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a "business trust", and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

AMENDMENTS

Section 11.10. Except as specifically provided herein, the Trustees may, without shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment, a Trust Instrument supplemental hereto or an amended and restated Trust Instrument. Shareholders shall have the right to vote (i) on any amendment which would affect their right to vote granted in Section 7.01 of Article VII hereof, (ii) on any amendment to this Section 11.10, (iii) on any amendment as may be required by law or by the Trust's registration statement filed with the Commission and (iv) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders which, as the Trustees determine, shall affect the Shareholders of one or more Series shall be authorized by vote of the Shareholders of each Series affected and no vote of shareholders of a Series not affected shall be required. Notwithstanding anything else herein, any amendment to Article 10 hereof shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of Covered Persons prior to such amendment.

FISCAL YEAR

Section 11.11.The fiscal year of the Trust shall end on a specified date as set forth in the Bylaws, provided, however, that the Trustees may, without Shareholder approval, change the fiscal year of the Trust.

USE OF THE WORD "FIDELITY"

Section 11.12. Fidelity Management & Research Company ("FMR") has consented to, and granted a non-exclusive license for, the use by any Series or by the Trust of the identifying word "Fidelity" or "Spartan" in the name of any Series or of the Trust. Such consent is subject to revocation by FMR in its discretion, if FMR or subsidiary or affiliate thereof is not employed as the investment adviser of each Series of the Trust. As between the Trust and FMR, FMR controls the use of the name of the Trust insofar as such name contains the identifying word "Fidelity" or "Spartan." FMR may, from time to time, use the identifying word "Fidelity" or "Spartan" in other connections and for other purposes, including, without limitation, in the names of other investment companies, corporations or businesses which it may manage, advise, sponsor or own or in which it may have a financial interest. FMR may require the Trust or any Series thereof to cease using the identifying word "Fidelity" or "Spartan" in the name of the Trust or any Series thereof if the Trust or any Series thereof ceases to employ FMR or a subsidiary or affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW

Section 11.13. The provisions of this Trust Instrument are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument; provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Trust Instrument shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Trust Instrument in any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this instrument as of the date set forth above.

____________________________

____________________________

Edward C. Johnson 3d*

Marie L. Knowles

____________________________

____________________________

J. Michael Cook

Ned C. Lautenbach

____________________________

____________________________

Ralph F. Cox

Peter S. Lynch*

____________________________

____________________________

Phyllis Burke Davis

Marvin L. Mann

____________________________

____________________________

Robert M. Gates

William O. McCoy

____________________________

____________________________

Abigail P. Johnson*

William S. Stavropoulos

____________________________

Donald J. Kirk

*Interested Trustees

The business addresses of the
members of the Board of
Trustees are:

82 Devonshire Street
Boston, MA 02109

Non-Interested Trustees:

82 Devonshire Street
Boston, MA 02109

Mailing Address:
P.O. Box 9235
Boston, MA 02205-9235

EX-99.Q77Q3 CERT 5 q77q3cert_oxford.htm CERTIFICATION LETTER Form of Certification required from Principal Executive Officer and Principal Financial Officer in connection with each Form N

Exhibit 99.77Q3 CERT To Form N-SAR

 

Registrant Name: Fidelity Oxford Street Trust

File Number: 811-3480

Registrant CIK Number: 0000028540

 

 

(a)(i) The President and Treasurer have concluded that the Fidelity Oxford Street Trust disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Fidelity Oxford Street Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There were no significant changes in Fidelity Oxford Street Trusts internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in (a)(i) above.

(a)(iii) Certifications:

 

I, Edward C. Johnson 3d, certify that:

1. I have reviewed this report on Form N-SAR of Fidelity Oxford Street Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) for the registrant and have:
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and
    3. presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: October 29, 2002

/s/Edward C. Johnson 3d
Edward C. Johnson 3d

President

 

I, Maria Dwyer, certify that:

1. I have reviewed this report on Form N-SAR of Fidelity Oxford Street Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act) for the registrant and have:
    1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and
    3. presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
    1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: October 29, 2002

/s/Maria Dwyer
Maria Dwyer

Treasurer

Exhibit 77Q3-2

 

 

Registrant Name: Fidelity Oxford Street Trust

File Number: 811-3480

Registrant CIK Number: 0000028540

 

 

Item 15

Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, additional information on custodian and subcustodian arrangements of each Series of the Trust is set forth below.

 

 

Country

Foreign Subcustodian
   
   

Zambia

Barclays Bank of Zambia Ltd., Lusaka
   

Zimbabwe

Barclays Bank of Zimbabwe Ltd., Harare
   
   
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