SERVICE CONTRACT
__________________________________________________________________________
__________
WITH RESPECT TO SHARES OF:
( ) Daily Money Fund: Money Market
Portfolio
( ) Daily Money Fund: U.S. Treasury Portfolio
(X) Daily Tax-Exempt Money Fund
To Fidelity Distributors Corporation:
We desire to enter into a Contract with you for activities
in connection with the distribution of shares and the ser-
vicing of shareholders of the Fund noted above (the
"Fund") of which you are the principal underwriter as
defined in the Investment Company Act of 1940 (the "Act") and for which you
are the agent for the continuous distribution of shares.
THE TERMS AND CONDITIONS OF THIS CONTRACT
ARE AS FOLLOWS:
1. We shall provide distribution and certain shareholder
services for our clients who own Fund shares ("clients"),
which services may include, without limitation: sale of
shares of the Fund; answering client inquiries regarding
the Fund; assistance to clients in changing dividend
options, account designations and addresses; performance
of subaccounting; processing purchase and redemption
transactions, including automatic investment and redemp-
tion of client account cash balances; providing periodic
statements showing a client's account balance and the
integration of such statements with other transactions;
arranging for bank wires; and providing such other infor-
mation and services as you reasonably may request.
2. We shall provide such office space and equipment,
telephone facilities and personnel (which may be all or
any part of the space, equipment and facilities currently
used in our business, or all or any personnel employed by
us) as is necessary or beneficial for providing information
and services to shareholders of the Fund, and to assist you
in servicing accounts of clients.
3. We agree to indemnify and hold you, the Fund, and
the Fund's adviser and transfer agent harmless from any
and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions, of or by us or
our officers, employees or agents regarding the purchase,
redemption, transfer or registration of shares for our cli-
ents. Such indemnification shall survive the termination of
this Contract.
Neither we nor any of our officers, employees or agents
are authorized to make any representation concerning
Fund shares except those contained in the then current
Fund Prospectus, copies of which will be supplied by you
to us; and we shall have no authority to act as agent for
the Fund or for you.
4. In consideration of the services and facilities described
herein, we shall be entitled to receive, and you shall cause
to be paid to us by yourself or by Fidelity Management &
Research Company, investment adviser of the Fund, such
fees as are set forth in the accompanying "Fee Schedule
for Qualified Recipients." We understand that the payment
of such fees has been authorized pursuant to a Service
Plan approved by the Board of Trustees of the Fund, and
those Trustees who are not "interested persons" of the Fund
(as defined in the Act) and who have no direct or indirect
financial interest in the operation of the Service Plan or in
any agreements related to the Service Plan (hereinafter
referred to as "Qualified Trustees"), and shareholders of
the Fund, that such fees will be paid out of the fees paid
to the Fund's investment adviser, said adviser's past prof-
its or any other source available to said adviser; that the
cost to the Fund for such fees shall not exceed the amount
of the advisory and service fee; and that such fees are sub-
ject to change during the term of this Contract and shall be
paid only so long as this Contract is in effect.
5. We agree to conduct our activities in accordance with
any applicable federal or state laws, including securities
laws and any obligation thereunder to disclose to our cli-
ents the receipt of fees in connection with their investment
in the Fund.
6. You reserve the right, at your discretion and without
notice, to suspend the sale of shares or withdraw the sale
of shares of the Fund.
7. This Contract shall continue in force for one year from
the effective date (see below), and thereafter shall con-
tinue automatically for successive annual periods, pro-
vided such continuance is specifically subject to termi-
nation without penalty at any time if a majority of the
Fund's Qualified Trustees vote to terminate or not to con-
tinue the Service Plan. This Contract is also terminable
without penalty at any time the Service Plan is terminated
by vote of a majority of the Fund's outstanding voting
securities upon 60 days' written notice thereof to us. This
Contract may also be terminated by us, for any reason,
upon 15 days' written notice to you. Notwithstanding anything contained
herein, in the event that the Service Plan
shall terminate or we shall fail to perform the distribution
and shareholder servicing functions contemplated by this
Contract, such determination to be made in good faith by
the Fund or you, this Contract is terminable effective upon
receipt of notice thereof by us. This Contract will also
terminate automatically in the event of its assignment
(as defined in the Act).
8. All communications to you shall be sent to you at your offices, 00
Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. Any
notice to us shall be duly given if mailed or telegraphed to
us at the address shown in this Contract.
9. This Contract shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
Very truly yours,
__________________________________________________________________________
____________________________
Name of Qualified Recipient (Please Print or Type)
__________________________________________________________________________
____________________________
Street City State
Zip Code
By
__________________________________________________________________________
_________________________
Authorized Signature
Date__________________________________________
NOTE: Please return two signed copies of this Service Contract to Fidelity
Distributors Corporation. Upon acceptance, one
countersigned copy will be returned to you.
FOR INTERNAL USE ONLY:
EFFECTIVE DATE __________________________________
10834-SA4
