FMR Corp. and Subsidiaries - Page 8

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          (SEC).  The 1940 Act permits one trust document to serve as the             
          governing instrument for more than one RIC.  Each additional RIC            
          covered by a preexisting trust document is established as a                 
          separate "series" of that trust.  In effect, the trust                      
          establishing one RIC can support any number of additional                   
          separate series RIC's.                                                      
               RIC's are governed by a board of directors (or trustees)               
          initially assembled by the RIC sponsor, who, like petitioner, is            
          usually also the RIC adviser and the RIC distributor.  After the            
          selection of the initial board of trustees, vacancies on the                
          board of trustees are filled by nominations from the board of               
          trustees, subject to shareholder approval.  In the case of RIC's            
          established as separate series, they are automatically governed             
          by the board of trustees of the preexisting trust.                          
               The 1940 Act was passed, in part, to protect investors by              
          regulating the potential conflict of interest arising from the              
          fact that RIC's are typically created and managed by the                    
          investment adviser.  Section 80a-10(a) of the 1940 Act regulates            
          this type of potential conflict by requiring that a RIC's board             
          of trustees consist of members no more than 60 percent of whom              
          can be "interested persons of such registered company."  A RIC              
          has no employees, and its board of trustees oversees the                    
          investment adviser's activities to insure that the RIC's                    
          securities investments remain consistent with its investment                
          objective, that the RIC's portfolio meets an acceptable level of            




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