Exhibit g(12)
FORM OF ADDENDUM TO CUSTODIAN AGREEMENT
________
The Chase Manhattan Bank
Four Chase Metrotech Center - 8th Floor
Xxxxxxxx, XX 00000
Attn: Xxx Xxxxx
Re: Addendum to Custodian Agreement, dated as of ______, between The
Chase Manhattan Bank each of the Investment Companies listed on
Appendix "A" attached thereto
Ladies and Gentlemen:
This letter agreement shall serve as an addendum to the Custodian
Agreement (the "Custodian Agreement"), effective as of ___________,
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.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission on October 16, 1996, each Portfolio may invest up to 25% of
its total net assets in shares of certain other open-end mutual funds
(the "Central Funds") managed by Fidelity Management & Research
Company ("FMR") or its affiliates or successors. 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 separate
custodian accounts for each such Portfolio in the Custodian's name or
Custodian's nominee, as custodian for such Portfolio.
b. The Custodian will implement written procedures (the "Control
Procedures") to ensure that (i) only authorized personnel of the
Custodian will be authorized to give instructions to a Central Fund
Transfer Agent in connection with a Portfolio's purchase or sale of
Central Fund shares, (ii) that trade instructions sent to a 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's transfer agent in accordance with the Control
Procedures ("Purchase Instructions") upon receipt of Proper
Instructions from FMR's trading operations, 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 FMR's trading operations, 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 fees
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
[SIGNATURE LINES OMITTED]
