Form of
Exhibit (g)(7)
Form of
___________
The Chase Manhattan Bank
Four Chase Metrotech Center - 8th Floor
Brooklyn, New York 11245
Attn: Xxxxxx X. Xxxx
Re: Addendum to the Custodian Agreement, dated as of August 1, 1994, between The Chase Manhattan Bank
and each of the Investment Companies listed on Appendix "A" attached thereto
Ladies and Gentlemen:
This letter agreement shall serve to replace the addendum dated October 21, 1996 to the Custodian
Agreement (the "Custodian Agreement"), effective as of August 1, 1994, between The Chase Manhattan Bank (the
"Custodian") and each of the Investment Companies listed on Appendix "A" attached thereto, as the same may be
amended from time to time (each a "Fund" and collectively, the "Funds"), on behalf of each of their respective series
portfolios listed on such Appendix "A" (each a "Portfolio" and collectively, the "Portfolios"). This Addendum shall also
apply to any future Fund or Portfolio added to Appendix A in accordance with the terms of the Custodian Agreement.
Capitalized terms not otherwise defined herein shall have the meanings specified in the Custodian Agreement.
Each Portfolio may invest in shares of certain other open-end mutual funds managed by Fidelity
Management & Research Company ("FMR") or its affiliates or successors as listed on Attachment 1 attached hereto as
may be amended from time to time (the "Central Funds"). The Funds, on behalf of each of their respective Portfolios,
and the Custodian hereby agree that the Custodian shall maintain custody of the Portfolios' investments in Central Fund
shares in accordance with the following provisions:
1. Manner of Holding Central Fund Shares. Notwithstanding the provisions of Section 2.02 of the
Custodian Agreement, the Custodian is hereby authorized to maintain the shares of the Central Funds owned by the
Portfolios in book entry form directly with the transfer agent or a designated sub-transfer agent of each such Central Fund
(a "Central Fund Transfer Agent"), subject to and in accordance with the following provisions:
a. Such Central Fund shares shall be maintained in a separate custodian account for all such Portfolios
or in separate custodian accounts for each such Portfolio in the Custodian's name or nominee, as custodian for such
Portfolio or Portfolios.
b. The Custodian will implement appropriate control procedures (the "Control Procedures") to ensure that
(i) only authorized personnel of the Custodian will be authorized to give instructions to the Central Fund Transfer Agent
in connection with a Portfolio's purchase or sale of Central Fund shares, (ii) trade instructions sent to the Central Fund
Transfer Agent are properly acknowledged by the Central Fund Transfer Agent, and (iii) the Central Fund Transfer
Agent's records of each Portfolio's holdings of Central Fund shares are properly reconciled with the Custodian's records.
2. Purchases of Central Fund Shares. Notwithstanding the provisions of Section 2.03 of the Custodian
Agreement, upon receipt of Proper Instructions, the Custodian shall pay for and receive Central Fund shares purchased
for the account of a Portfolio, provided that (i) the Custodian shall only send instructions to purchase such shares to the
Central Fund Transfer Agent in accordance with the Control Procedures ("Purchase Instructions") upon receipt of Proper
Instructions from the Fund, and (ii) the Custodian shall release funds to the Central Fund Transfer Agent only after
receiving acknowledgment from the Central Fund Transfer Agent that it has received the Purchase Instructions.
3. Sales of Underlying Fund Shares. Notwithstanding the provisions of Section 2.05 of the Custodian
Agreement, upon receipt of Proper Instructions, the Custodian shall release Central Fund shares sold for the account of
a Portfolio, provided that (i) the Custodian shall only send instructions to sell such shares to the Central Fund Transfer
Agent in accordance with the Control Procedures ("Sell Instructions") upon receipt of Proper Instructions from the Fund,
and (ii) such Sell Instructions shall be properly confirmed by the Central Fund Transfer Agent.
4. Fee Schedule. Notwithstanding the provisions of the fee schedule currently in effect pursuant to Article
VI of the Custodian Agreement, the Custodian will charge each Portfolio $5.00 for each transaction in Central Fund
shares by such Portfolio. Such $5.00 transaction fee will cover all services (including corresponding wire transfers) to
be performed by the Custodian in connection with transactions in Central Fund shares by the Portfolios. All other account
activity by the Portfolios will be charged in accordance with the fee schedule in effect from time to time in accordance
with the terms of Article VI of the Custodian Agreement, provided that, notwithstanding anything herein to the contrary,
the Custodian will not charge any Asset Fee with respect to the assets of the Portfolios invested in the Central Funds.
5. Other Provisions of the Custodian Agreement Remain in Effect. The terms of this Addendum apply
solely to shares of the Central Funds held in custody by the Custodian on behalf of the Portfolios. Notwithstanding
anything herein to the contrary, this Addendum shall have no force or effect upon the terms and conditions of the
Custodian Agreement, except to the extent such terms and conditions are expressly modified or supplemented by the
provisions of this Addendum in respect of shares of the Central Funds held by the Portfolios.
If you are in agreement with the foregoing, please execute the enclosed counterpart to this letter and return
it to the undersigned, whereupon this letter shall become an binding Addendum to the Custodian Agreement, enforceable
by the Custodian and the Fund in accordance with its terms.
Each of the Investment Companies Listed on Appendix "A" to the Custodian Agreement, on Behalf of Each of Their
Respective Portfolios
Agreed and Accepted as of the Date Hereof:
[Signature lines omitted]
Attachment 1
Central Funds
|
Fund |
Portfolio |
|
Fidelity Xxxxxxxx Street Trust |
Fidelity Money Market Central Fund |
|
Fidelity Revere Street Trust |
Taxable Central Cash Fund |
|
|
(to be renamed Fidelity Cash Central Fund) |
|
Fidelity Revere Street Trust |
Municipal Central Cash Fund |
|
|
(to be renamed Fidelity Municipal Cash Central |
|
|
Fund) |
|
Fidelity Revere Street Trust |
Central Cash Collateral Fund |
|
|
(to be renamed Fidelity Securities Lending Cash |
|
|
Central Fund) |
Dated as of: June 6, 2000
