Exhibit 6(c)
FORM OF
BANK AGENCY AGREEMENT
We (Fidelity Distributors Corporation) are distributors of the Fidelity
Advisor Funds and the Fidelity Funds (the "Portfolios"). You
(_____________________________________) are a division or affiliate of
(_______________________________) ("Bank"), and desire to make Portfolio
shares available to your customers upon the following terms and conditions:
1. As used herein the following terms shall have the meaning hereinafter
set forth (unless a different meaning is plainly required by the context):
(a) "Fidelity Advisor Funds" shall mean the open-end investment companies,
series, or (in the case of companies or series offering multiple classes of
shares) classes of one or more of the foregoing, the shares of which from
time to time shall be offered by us as principal underwriter to you
hereunder and which are designated as such on Schedule A, as amended by us
from time to time upon notice to you. This Agreement shall apply only to
such companies, series, or classes so designated and only such companies,
series or classes shall be considered to be Fidelity Advisor Funds.
(b) "Fidelity Funds" shall mean the open-end investment companies, series
or (in the case of companies or series offering multiple classes of shares)
classes of one or more of the foregoing, the shares of which from time to
time shall be offered by us as principal underwriter to you hereunder and
which are designated as such on Schedule B, as amended by us from time to
time upon notice to you. This Agreement shall apply only to such
companies, series, or classes so designated and only such companies, series
or classes shall be considered to be Fidelity Funds.
(c) "Portfolio" shall mean any one of the Fidelity Advisor Funds or
Fidelity Funds.
(d) "Transfer Agent" shall mean (i) with respect to the Fidelity Advisor
Funds, the person designated on Schedule C and appointed by you pursuant to
paragraph 4 to provide the services described under such paragraph; and
(ii) with respect to the Fidelity Funds, the transfer agent of such
Fidelity Fund.
2. (a) In respect of all sales of Portfolio shares to your customers for
which you act as agent, (i) such shares shall be sold at the applicable
public offering price, giving effect, where applicable, to cumulative or
quantity discounts or other purchase programs, plans or services as
described in the then current prospectus of the Portfolio whose shares are
being sold and you shall transmit payment for such shares in accordance
with paragraph 3; (ii) your customer's transactions will be executed only
upon your authorization, and on all such transactions you shall be acting
solely as agent, upon the order and at the request of your customers,
without recourse to you, and such transactions shall be for the account of
your customers and not for your account; (iii) your compensation for acting
as agent with respect to sales shall be as set forth in the applicable
schedules issued by us and in effect at the time of the sale or as set
forth in the then current prospectus. Such compensation schedules are
subject to change or discontinuance by us from time to time as set forth in
paragraph 8 below.
(b) In the case of a Portfolio which has adopted a plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 (a "Plan"), we may elect
from time to time to make distribution payments or service payments to you
under such Plan. In the case of a Portfolio that has no currently
effective Plan, we or Fidelity Management & Research Company may elect to
make distribution payments or service payments to you from our own funds.
Any such distribution payments or service payments shall be made in the
amount and manner set forth in the applicable schedule of distribution
payments or service payments issued by us and then in effect or as set
forth in the then current prospectus. Such schedule of distribution
payments or service payments may be changed or discontinued by us from time
to time and shall be in effect with respect to a Portfolio which has a Plan
only so long as such Portfolio's Plan remains in effect.
3. The placing of orders with us shall be governed by instructions which we
shall issue from time to time. Payment for shares shall be made in New
York or Boston Clearing House funds in accordance with such instructions,
but in no event to be received by us later than five business days (as
defined in the Portfolio's current prospectus) after our acceptance of the
order.
4. (a) The Fidelity Advisor Funds offer you the option of transacting
business with such funds either through the fund's own transfer agent or
through a third party record keeper. You may designate your selection with
respect to the Fidelity Advisor Funds on Schedule C.
(b) You appoint the Transfer Agent for each Portfolio as your agent to
execute customers' purchase, sale, transfer, or redemption orders
("Transactions") in Portfolio shares in accordance with the terms and
provisions of any account, program, plan or service established or used by
your customers and to confirm each such Transaction to your customers on
your behalf on a fully disclosed basis, and at the time of the Transaction,
you guarantee the legal capacity of your customers and any co-owners of
such shares so transacting in such shares.
(c) You may instruct the Transfer Agent to register shares purchased in
your name and account as nominee for your customers, in which event all
prospectuses, proxy statements, periodic reports and other printed material
will be sent to you and all confirmations and other communications to
shareholders will be transmitted to you. You shall be responsible for
forwarding such printed material, confirmations and communications, or the
information contained therein, to all customers for whom you hold such
shares as nominee. However, we or the Transfer Agent on behalf of itself
or the Portfolios shall be responsible for the costs associated with your
forwarding such printed material, confirmations and communications and
shall reimburse you in full for such costs. You shall also be responsible
for complying with all reporting and tax withholding requirements with
respect to the customers for whose account you are holding any shares as
nominee. With respect to customers other than such customers, you shall
provide us with all information (including, without limitation,
certification of taxpayer identification numbers and back-up withholding
instructions) necessary or appropriate for us to comply with legal and
regulatory reporting requirements.
(d) You shall be responsible for determining, in accordance with the then
current Prospectus, whether, and the extent to which, a contingent deferred
sales charge is applicable to a purchase of shares from a customer for
whose account you are holding such shares as nominee; and you agree to
present immediately to us any contingent deferred sales charge to which
such purchase was subject. You hereby represent that if you hold shares
subject to such a charge, you have the capability to track and account for
such charge; and we reserve the right, at our discretion, to verify that
capability through inspection of your tracking and accounting system or
otherwise.
5. Upon request, we will furnish you a reasonable number of copies of the
then current prospectus and statement of additional information of each of
the Portfolios and the printed information referred to in paragraph 7 below
issued as supplements thereto.
6. (a) You represent that you either (i) are registered as a securities
broker/dealer with the Securities and Exchange Commission and are and will
remain a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"), and agree to abide by all of its rules and
regulations including its Rules of Fair Practice (reference is hereby
specifically made to Section 26, Article III, of the Rules of Fair Practice
of the NASD, which is incorporated herein as if set forth in full); or (ii)
you are a bank as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934, as amended, and are duly authorized to engage in the Transactions
to be performed hereunder. If your membership in the NASD terminates, or
you violate any provision of said Section 26, or if you cease to be a bank
as defined above, this Agreement will be immediately and automatically
terminated.
(b) We shall not purchase Portfolio shares from the Portfolio except for
the purpose of covering purchase orders already received by us, and you
shall not purchase Portfolio shares from us, other than for investment,
except for the purpose of covering purchase orders already received by you.
(c) You shall not withhold placing customers' orders for Portfolio shares
so as to profit yourself as a result of such withholding, e.g., by virtue
of a change in the Portfolio's net asset value per share from that used in
determining the offering price to your customers.
(d) We shall not accept a conditional order for Portfolio shares on any
basis other than at a definite specified price.
(e) If, within seven business days after confirmation by us of the
original purchase order for shares of a Portfolio, such shares are
repurchased by the issuing Portfolio or by us for the account of such
Portfolio or are tendered for redemption by the customer, you shall
forthwith refund, or forfeit the right to receive, the full amount of any
agency compensation on the original sale pursuant to paragraph 2(a) above
and any distribution payments or service payments made to you pursuant to
paragraph 2(b) above. You shall refund to the Portfolio immediately upon
receipt the amount of any dividends or distributions paid to you as nominee
for your customers with respect to redeemed or repurchased Portfolio shares
to the extent that the proceeds of such redemption or repurchase may
include the dividends or distributions payable on such shares. You shall
be notified by us of such repurchase or redemption within ten days of the
date of such transaction.
(f) In the event any adjustment in the amount of agency compensation made
to you on any sale under paragraph 2(a) or in distribution payments or
service payments made to you under paragraph 2(b) shall result in an
overpayment by us of such compensation or payment, you shall forthwith
remit to us such overpayment. The term "adjustment" as used in the
preceding sentence shall not include any changes in amounts paid to or due
you caused by a change in or discontinuance of such compensation,
distribution payments or service payments (as provided under paragraphs
2(a), 2(b) and 8) prior to the effective date of such change or
discontinuance of such compensation or payments. You acknowledge that the
foregoing shall in no way limit our right to change or discontinue such
compensation, distribution payments or service payments as provided in
paragraphs 2 and 8 hereof, and that, after the effective date of a change
in, or discontinuance by us of the agency compensation under paragraph 2(a)
or the distribution payments or service payments under paragraph 2(b), or
the termination of any Plan, any such agency compensation under paragraph
2(a) or distribution payments or service payments under paragraph 2(b)
shall be in amounts and made in accordance with such change,
discontinuation or termination.
7. (a) In all sales of Portfolio shares to the public you shall act as
agent for your own customer and in no transaction shall you have any
authority to act or hold yourself out as agent for us or any Portfolio, and
nothing in this Agreement, including the use of the word "compensation" or
"payment," shall cause you to be our partner, employee, or agent or give
you any authority to act for us or for any Portfolio. Neither we nor any
Portfolio shall be liable for any of your acts or obligations under this
Agreement.
(b) No person is authorized to make any representations concerning
Portfolio shares except those contained in such Portfolio's then current
prospectus and statement of additional information and in such printed
information subsequently issued to you by us or by the Portfolios as a
supplement to such prospectus and statement of additional information. You
shall rely solely on the representations contained in the appropriate
prospectus and statement of additional information and in the supplemental
information referred to in the preceding sentence. We or the Portfolio
shall bear the expense of qualifying Portfolio shares under the securities
laws of the various states. Any printed information which we shall furnish
you (other than the Portfolios' prospectuses, statements of additional
information, periodic reports and supplemental information) is our sole
responsibility and not the responsibility of the respective Portfolios.
You agree that the Portfolios shall have no liability or responsibility to
you with respect to any such printed information. No sales literature or
advertising material (including material disseminated through radio,
television or other electronic media) concerning Portfolio shares, other
than such printed information, shall be used by you in connection with
making Portfolio shares available without obtaining our prior written
approval. You shall not distribute or make available to investors any
printed information furnished by us which is marked "FOR DEALER USE ONLY"
or which otherwise indicates that it is confidential or not intended to be
distributed to investors.
(c) You will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies thereunder.
You will not make available shares of any Portfolio unless such shares are
duly registered under the applicable state and federal statutes and the
rules and regulations thereunder.
8. All orders are subject to acceptance or rejection by us. We reserve the
right in our discretion, without notice, to suspend sales or to withdraw
the offering of Portfolio shares, in whole or in part, or to make a limited
offering of Portfolio shares. This Agreement, with respect to any Plan as
defined under paragraph 2(b) hereof, shall continue in force for one year
from the effective date, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically
subject to termination without penalty at any time if a majority of a
Portfolio's Trustees who are not interested persons of the Portfolio, as
defined in the Investment Company Act of 1940, or a majority of the
outstanding shares of the Portfolio or class thereof, as applicable, vote
to terminate or not to continue such Plan. Either of us may cancel this
Agreement upon telephonic or written notice to the other. Upon telephonic
or written notice to you, we may also change or amend any provision of this
Agreement. Upon telephonic or written notice to you, we or any Portfolio
may change, amend or discontinue any schedule or schedules of compensation
or payments issued by us from time to time and may issue a new or
replacement schedule or schedules of compensation or payments from time to
time. You hereby agree that you shall have no vested interest in any type,
amount or rate of compensation or payment and that you shall have no claim
against us or any Portfolio by virtue of any change or diminution in the
rate or amount of, or discontinuance of, any compensation or payment in
connection with the shares of any Portfolio.
9. You agree, in connection with any Portfolio(s) that offer multiple
classes of shares, (i) to comply with our policies regarding the sale of
classes of shares as provided to you from time to time, and (ii) to
disclose to investors that are eligible to purchase the other class(es) of
such Portfolio(s) (as set forth in the prospectus of the applicable
Portfolio) the availability of such other class(es).
10. Failure of either party to terminate this Agreement upon the occurrence
of any event set forth in this Agreement as a cause for termination shall
not constitute a waiver of the right to terminate this Agreement at a later
time on account of such occurrence.
11. In the event of a dispute, such dispute shall be settled by arbitration
before arbitrators sitting in Boston, Massachusetts in accordance with the
commercial rules then in effect at the National Association of Securities
Dealers, Inc. The arbitrators shall act by majority decision, and their
award may allocate attorneys' fees and arbitration costs between the
parties; such award shall be final and binding between the parties and
judgment thereon may be entered in any court of competent jurisdiction.
12. All communications to us should be sent to us at our offices, 00
Xxxxxxxxxx Xxxxxx, Mail Zone L12C, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Bank
Wholesale Market. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below. This Agreement
shall become binding as of the date when it is accepted and dated below by
us. This Agreement will terminate automatically in the event of its
assignment, as defined in the Investment Company Act of 1940. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
13. This Agreement supersedes and cancels all previous agreements between
us, whether oral or written.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
Please return two signed copies of this Agreement to Fidelity Distributors
Corporation. Upon acceptance, one countersigned copy will be returned to
you for your files.
By ___________________________________________________
Authorized Representative
______________________________________________________
Name and Title (please print or type)
______________________________________________________
Name of Firm
Address: ______________________________________________
______________________________________________________
______________________________________________________
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By ___________________________________________________
Dated: _____________________________
[Attach Schedule A to Bank Agency Agreement]
[Attach Schedule B to Bank Agency Agreement]
Schedule C to Bank Agency Agreement
PURSUANT TO PARAGRAPH 4 OF THE BANK AGENCY AGREEMENT:
[ ] Boston Financial Data Services, Inc.
[ ] Fidelity Investments Institutional Operations Company
IS HEREBY APPOINTED TO EXECUTE PURCHASE, SALE, TRANSFER, OR REDEMPTION
TRANSACTIONS IN SHARES OF THE FIDELITY ADVISOR FUNDS.
