Exhibit g(6)
FORM OF
CUSTODIAN AGREEMENT
Dated as of: ___________
Between
Each of the Investment Companies Listed on
Appendix "A" Attached Hereto
and
The Bank of New York
TABLE OF CONTENTS
ARTICLE Page
I. APPOINTMENT OF CUSTODIAN 1
II. POWERS AND DUTIES OF CUSTODIAN 1
2.01 Safekeeping 1
2.02 Manner of Holding Securities 1
2.03 Security Purchases 2
2.04 Exchanges of Securities 2
2.05 Sales of Securities 2
2.06 Depositary Receipts 3
2.07 Exercise of Rights; Tender Offers 3
2.08 Stock Dividends, Rights, Etc. 3
2.09 Options 3
2.10 Futures Contracts 4
2.11 Borrowing 4
2.12 Interest Bearing Deposits 4
2.13 Foreign Exchange Transactions 5
2.14 Securities Loans 5
2.15 Collections 5
2.16 Dividends, Distributions and Redemptions 6
2.17 Proceeds from Shares Sold 6
2.18 Proxies, Notices, Etc. 6
2.19 Bills and Other Disbursements 6
2.20 Nondiscretionary Functions 6
2.21 Bank Accounts 7
2.22 Deposit of Fund Assets in Securities Systems 7
2.23 Other Transfers 8
2.24 Establishment of Segregated Account 8
2.25 Custodian's Books and Records . 8
2.26 Opinion of Fund's Independent Certified Public
Accountants 9
2.27 Reports of Independent Certified Public Accountants 9
2.28 Overdraft Facility 9
III. PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS 10
3.01 Proper Instructions and Special Instructions 10
3.02 Authorized Persons 10
3.03 Persons Having Access to Assets of the Portfolios 11
3.04 Actions of the Custodian Based on Proper Instructions and
Special Instructions 11
IV. SUBCUSTODIANS 11
4.01 Domestic Subcustodians 11
4.02 Foreign Subcustodians and Interim Subcustodians 11
4.03 Special Subcustodians 12
4.04 Termination of a Subcustodian 13
4.05 Certification Regarding Foreign Subcustodians 13
V. STANDARD OF CARE; INDEMNIFICATION 13
5.01 Standard of Care 13
5.02 Liability of Custodian for Actions of Other Persons 14
5.03 Indemnification 15
5.04 Investment Limitations 15
5.05 Fund's Right to Proceed 16
VI. COMPENSATION 16
VII. TERMINATION 16
7.01 Termination of Agreement in Full 16
7.02 Termination as to One or More Portfolios 17
VIII. DEFINED TERMS 17
IX. MISCELLANEOUS 18
9.01 Execution of Documents, Etc 18
9.02 Representative Capacity; Nonrecourse Obligations 18
9.03 Several Obligations of the Portfolios 18
9.04 Representations and Warranties 18
9.05 Entire Agreement 19
9.06 Waivers and Amendments 19
9.07 Interpretation 19
9.08 Captions 20
9.09 Governing Law 20
9.10 Notices 20
9.11 Assignment 20
9.12 Counterparts 20
9.13 Confidentiality; Survival of Obligations 20
APPENDICES
Appendix "A" - List of Portfolios
Appendix "B" - List of Foreign Subcustodians and Special
Subcustodians
Appendix "C" - Procedures Relating to Custodian's Security Interest
Exhibit g(6)
FORM OF
CUSTODIAN AGREEMENT
AGREEMENT made as of the day of between each of the
Investment Companies Listed on Appendix "A" hereto, as the same may be
amended from time to time (each a "Fund" and collectively the "Funds")
and The Bank of New York (the "Custodian").
W I T N E S S E T H
WHEREAS, the Fund may, from time to time organize one or more series
of shares, in addition to the series set forth in Appendix "A"
attached hereto, each of which shall represent an interest in a
separate portfolio of cash, securities and other assets (all such
existing and additional series now or hereafter listed on Appendix "A"
being hereinafter referred to individually, as a "Portfolio," and
collectively, as the "Portfolios"); and
WHEREAS, the Fund desires to appoint the Custodian as custodian on
behalf of the Portfolios in accordance with the provisions of the
Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder, under the terms and conditions set forth in
this Agreement, and the Custodian has agreed so to act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT OF CUSTODIAN
On behalf of the Portfolios, the Fund hereby employs and appoints the
Custodian as a custodian, subject to the terms and provisions of this
Agreement. The Fund shall deliver to the Custodian, or shall cause to
be delivered to the Custodian, cash, securities and other assets owned
by the Portfolios from time to time during the term of this Agreement
and shall specify the Portfolio to which such cash, securities and
other assets are to be specifically allocated.
ARTICLE II
POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and
duties set forth in this Article II. Pursuant to and in accordance
with Article IV hereof, the Custodian may appoint one or more
Subcustodians (as hereinafter defined) to exercise the powers and
perform the duties of the Custodian set forth in this Article II and
references to the Custodian in this Article II shall include any
Subcustodian so appointed.
Section 2.01. Safekeeping. The Custodian shall keep safely all
cash, securities and other assets of the Portfolios delivered to the
Custodian and, on behalf of the Portfolios, the Custodian shall, from
time to time, accept delivery of cash, securities and other assets for
safekeeping.
Section 2.02. Manner of Holding Securities.
(a) The Custodian shall at all times hold securities of the
Portfolios either: (i) by physical possession of the share
certificates or other instruments representing such securities in
registered or bearer form; or (ii) in book-entry form by a Securities
System (as hereinafter defined) in accordance with the provisions of
Section 2.22 below.
(b) The Custodian shall at all times hold registered securities of
each Portfolio in the name of the Custodian, the Portfolio or a
nominee of either of them, unless specifically directed by Proper
Instructions to hold such registered securities in so-called street
name; provided that, in any event, all such securities and other
assets shall be held in an account of the Custodian containing only
assets of a Portfolio, or only assets held by Custodian as a fiduciary
or custodian for customers, and provided further, that the records of
the Custodian shall indicate at all times the Portfolio or other
customer for which such securities and other assets are held in such
account and the respective interests therein.
Section 2.03. Security Purchases. Upon receipt of Proper
Instructions (as hereinafter defined), the Custodian shall pay for and
receive securities purchased for the account of a Portfolio, provided
that payment shall be made by Custodian only upon receipt of the
securities: (a) by the Custodian; (b) by a clearing corporation of a
national securities exchange of which the Custodian is a member; or
(c) by a Securities System. Notwithstanding the foregoing, upon
receipt of Proper Instructions: (i) in the case of a repurchase
agreement, the Custodian may release funds to a Securities System
prior to the receipt of advice from the Securities System that the
securities underlying such repurchase agreement have been transferred
by book-entry into the Account (as hereinafter defined) maintained
with such Securities System by the Custodian, provided that the
Custodian's instructions to the Securities system require that the
Securities System may make payment of such funds to the other party to
the repurchase agreement only upon transfer by book-entry of the
securities underlying the repurchase agreement into the Account; (ii)
in the case of time deposits, call account deposits, currency
deposits, and other deposits, foreign exchange transactions, futures
contracts or options, pursuant to Sections 2.09, 2.10, 2.12 and 2.13
hereof, the Custodian may make payment therefor before receipt of an
advice or confirmation evidencing said deposit or entry into such
transaction; (iii) in the case of the purchase of securities, the
settlement of which occurs outside of the United States of America,
the Custodian may make payment therefor and receive delivery of such
securities in accordance with local custom and practice generally
accepted by Institutional Clients (as hereinafter defined) in the
country in which the settlement occurs, but in all events subject to
the standard of care set forth in Article V hereof; and (iv) in the
case of the purchase of securities in which, in accordance with
standard industry custom and practice generally accepted by
Institutional Clients with respect to such securities, the receipt of
such securities and the payment therefor take place in different
countries, the Custodian may receive delivery of such securities and
make payment therefor in accordance with standard industry custom and
practice for such securities generally accepted by Institutional
Clients, but in all events subject to the standard of care set forth
in Article V hereof. For purposes of this Agreement, an
"Institutional Client" shall mean a major commercial bank,
corporation, insurance company, or substantially similar institution,
which, as a substantial part of its business operations, purchases or
sells securities and makes use of custodial services.
Section 2.04. Exchanges of Securities. Upon receipt of Proper
Instructions, the Custodian shall exchange securities held by it for
the account of a Portfolio for other securities in connection with any
reorganization, recapitalization, split-up of shares, change of par
value, conversion or other event relating to the securities or the
issuer of such securities, and shall deposit any such securities in
accordance with the terms of any reorganization or protective plan.
The Custodian shall, without receiving Proper Instructions: surrender
securities in temporary form for definitive securities; surrender
securities for transfer into the name of the Custodian, a Portfolio or
a nominee of either of them, as permitted by Section 2.02(b); and
surrender securities for a different number of certificates or
instruments representing the same number of shares or same principal
amount of indebtedness, provided that the securities to be issued will
be delivered to the Custodian or a nominee of the Custodian.
Section 2.05. Sales of Securities. Upon receipt of Proper
Instructions, the Custodian shall make delivery of securities which
have been sold for the account of a Portfolio, but only against
payment therefor in the form of: (a) cash, certified check, bank
cashier's check, bank credit, or bank wire transfer; (b) credit to the
account of the custodian with a clearing corporation of a national
securities exchange of which the Custodian is a member; or (c) credit
to the Account of the Custodian with a Securities System, in
accordance with the provisions of Section 2.22 hereof.
Notwithstanding the foregoing: (i) in the case of the sale of
securities, the settlement of which occurs outside of the United
States of America, such securities shall be delivered and paid for in
accordance with local custom and practice generally accepted by
Institutional Clients in the country in which the settlement occurs,
but in all events subject to the standard of care set forth in Article
V hereof; (ii) in the case of the sale of securities in which, in
accordance with standard industry custom and practice generally
accepted by Institutional Clients with respect to such securities, the
delivery of such securities and receipt of payment therefor take place
in different countries, the Custodian may deliver such securities and
receive payment therefor in accordance with standard industry custom
and practice for such securities generally accepted by Institutional
Clients, but in all events subject to the standard of care set forth
in Article V hereof; and (iii) in the case of securities held in
physical form, such securities shall be delivered and paid for in
accordance with "street delivery custom" to a broker or its clearing
agent, against delivery to the Custodian of a receipt for such
securities, provided that the Custodian shall have taken reasonable
steps to ensure prompt collection of the payment for, or the return
of, such securities by the broker or its clearing agent, and provided
further that the Custodian shall not be responsible for the selection
of or the failure or inability to perform of such broker or its
clearing agent.
Section 2.06. Depositary Receipts. Upon receipt of Proper
Instructions, the Custodian shall surrender securities to the
depositary used for such securities by an issuer of American
Depositary Receipts or International Depositary Receipts (hereinafter
referred to, collectively, as "ADRs"), against a written receipt
therefor adequately describing such securities and written evidence
satisfactory to the Custodian that the depositary has acknowledged
receipt of instructions to issue ADRs with respect to such securities
in the name of the Custodian or a nominee of the Custodian, for
delivery to the Custodian at such place as the Custodian may from time
to time designate. Upon receipt of Proper Instructions, the Custodian
shall surrender ADRs to the issuer thereof, against a written receipt
therefor adequately describing the ADRs surrendered and written
evidence satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository to
deliver the securities underlying such ADRs to the Custodian.
Section 2.07. Exercise of Rights; Tender Offers. Upon receipt of
Proper Instructions, the Custodian shall: (a) deliver warrants, puts,
calls, rights or similar securities to the issuer or trustee thereof,
or to the agent of such issuer or trustee, for the purpose of exercise
or sale, provided that the new securities, cash or other assets, if
any, acquired as a result of such actions are to be delivered to the
Custodian; and (b) deposit securities upon invitations for tenders
thereof, provided that the consideration for such securities is to be
paid or delivered to the Custodian, or the tendered securities are to
be returned to the Custodian. Notwithstanding any provision of this
Agreement to the contrary, the Custodian shall take all necessary
action, unless otherwise directed to the contrary in Proper
Instructions, to comply with the terms of all mandatory or compulsory
exchanges, calls, tenders, redemptions, or similar rights of security
ownership, and shall promptly notify the Fund of such action in
writing by facsimile transmission or in such other manner as the Fund
and Custodian may agree in writing.
Section 2.08. Stock Dividends, Rights, Etc. The Custodian shall
receive and collect all stock dividends, rights and other items of
like nature and, upon receipt of Proper Instructions, take action with
respect to the same as directed in such Proper Instructions.
Section 2.09. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement between the Custodian,
any registered broker-dealer and, if necessary, the Fund relating to
compliance with the rules of the Options Clearing Corporation or of
any registered national securities exchange or similar
organization(s), the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the purchase or
writing of an option on a security or securities index by a Portfolio;
(b) deposit and maintain in a segregated account, securities (either
physically or by book-entry in a Securities System), cash or other
assets; and (c) pay, release and/or transfer such securities, cash or
other assets in accordance with notices or other communications
evidencing the expiration, termination or exercise of such options
furnished by the Options Clearing Corporation, the securities or
options exchange on which such options are traded, or such other
organization as may be responsible for handling such option
transactions. The Fund and the broker-dealer shall be responsible for
the sufficiency of assets held in any segregated account established
in compliance with applicable margin maintenance requirements and the
performance of other terms of any option contract.
Section 2.10. Futures Contracts. Upon receipt of Proper
Instructions, or pursuant to the provisions of any futures margin
procedural agreement among the Fund, on behalf of any Portfolio, the
Custodian and any futures commission merchant (a "Procedural
Agreement"), the Custodian shall: (a) receive and retain
confirmations, if any, evidencing the purchase or sale of a futures
contract or an option on a futures contract by a Portfolio; (b)
deposit and maintain in a segregated account, cash, securities and
other assets designated as initial, maintenance or variation "margin"
deposits intended to secure the Portfolio's performance of its
obligations under any futures contracts purchased or sold or any
options on futures contracts written by the Portfolio, in accordance
with the provisions of any Procedural Agreement designed to comply
with the rules of the Commodity Futures Trading Commission and/or any
commodity exchange or contract market (such as the Chicago Board of
Trade), or any similar organization(s), regarding such margin
deposits; and (c) release assets from and/or transfer assets into such
margin accounts only in accordance with any such Procedural
Agreements. The Fund and such futures commission merchant shall be
responsible for the sufficiency of assets held in the segregated
account in compliance with applicable margin maintenance requirements
and the performance of any futures contract or option on a futures
contract in accordance with its terms.
Section 2.11. Borrowing. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of a Portfolio to lenders or their
agents, or otherwise establish a segregated account as agreed to by
the Fund and the Custodian, as collateral for borrowings effected by
the Fund on behalf of a Portfolio, provided that such borrowed money
is payable by the lender (a) to or upon the Custodian's order, as
Custodian for such Portfolio, and (b) concurrently with delivery of
such securities.
Section 2.12. Interest Bearing Deposits.
Upon receipt of Proper Instructions directing the Custodian to
purchase interest bearing fixed term and call deposits (hereinafter
referred to collectively, as "Interest Bearing Deposits") for the
account of a Portfolio, the Custodian shall purchase such Interest
Bearing Deposits in the name of a Portfolio with such banks or trust
companies (including the Custodian, any Subcustodian or any subsidiary
or affiliate of the Custodian) (hereinafter referred to as "Banking
Institutions") and in such amounts as the Fund may direct pursuant to
Proper Instructions. Such Interest Bearing Deposits may be
denominated in U.S. Dollars or other currencies, as the Fund may
determine and direct pursuant to Proper Instructions. The Custodian
shall include in its records with respect to the assets of each
Portfolio appropriate notation as to the amount and currency of each
such Interest Bearing Bank Deposit, the accepting Banking Institution
and all other appropriate details, and shall retain such forms of
advice or receipt evidencing such account, if any, as may be forwarded
to the Custodian by the Banking Institution. The responsibilities of
the Custodian to the Fund for Interest Bearing Deposits accepted on
the Custodian's books in the United States shall be that of a U.S.
bank for a similar deposit. With respect to Interest Bearing Deposits
other than those accepted on the Custodian's books, (a) the Custodian
shall be responsible for the collection of income as set forth in
Section 2.15 and the transmission of cash and instructions to and from
such accounts; and (b) the Custodian shall have no duty with respect
to the selection of the Banking Institution or, so long as the
Custodian acts in accordance with Proper Instructions, for the failure
of such Banking Institution to pay upon demand. Upon receipt of
Proper Instructions, the Custodian shall take such reasonable actions
as the Fund deems necessary or appropriate to cause each such Interest
Bearing Deposit Account to be insured to the maximum extent possible
by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation.
Section 2.13. Foreign Exchange Transactions
(a) Foreign Exchange Transactions Other than as Principal. Upon
receipt of Proper Instructions, the Custodian shall settle foreign
exchange contracts or options to purchase and sell foreign currencies
for spot and future delivery on behalf of and for the account of a
Portfolio with such currency brokers or Banking Institutions as the
Fund may determine and direct pursuant to Proper Instructions. The
Custodian shall be responsible for the transmission of cash and
instructions to and from the currency broker or Banking Institution
with which the contract or option is made, the safekeeping of all
certificates and other documents and agreements evidencing or relating
to such foreign exchange transactions and the maintenance of proper
records as set forth in Section 2.25. The Custodian shall have no
duty with respect to the selection of the currency brokers or Banking
Institutions with which the Fund deals or, so long as the Custodian
acts in accordance with Proper Instructions, for the failure of such
brokers or Banking Institutions to comply with the terms of any
contract or option.
(b) Foreign Exchange Contracts as Principal. The Custodian shall
not be obligated to enter into foreign exchange transactions as
principal. However, if the Custodian has made available to the Fund
its services as a principal in foreign exchange transactions, upon
receipt of Proper Instructions, the Custodian shall enter into foreign
exchange contracts or options to purchase and sell foreign currencies
for spot and future delivery on behalf of and for the account of a
Portfolio with the Custodian as principal. The Custodian shall be
responsible for the selection of the currency brokers or Banking
Institutions and the failure of such currency brokers or Banking
Institutions to comply with the terms of any contract or option.
(c) Payments. Notwithstanding anything to the contrary contained
herein, upon receipt of Proper Instructions the Custodian may, in
connection with a foreign exchange contract, make free outgoing
payments of cash in the form of U.S. Dollars or foreign currency prior
to receipt of confirmation of such foreign exchange contract or
confirmation that the countervalue currency completing such contract
has been delivered or received.
Section 2.14. Securities Loans. Upon receipt of Proper
Instructions, the Custodian shall, in connection with loans of
securities by a Portfolio, deliver securities of such Portfolio to the
borrower thereof prior to receipt of the collateral, if any, for such
borrowing; provided that, in cases of loans of securities secured by
cash collateral, the Custodian's instructions to the Securities System
shall require that the Securities System deliver the securities of the
Portfolio to the borrower thereof only upon receipt of the collateral
for such borrowing.
Section 2.15. Collections. The Custodian shall, and shall cause any
Subcustodian to: (a) collect amounts due and payable to the Fund with
respect to portfolio securities and other assets of each Portfolio;
(b) promptly credit to the account of each Portfolio all income and
other payments relating to portfolio securities and other assets held
by the Custodian hereunder upon Custodian's receipt of such income or
payments or as otherwise agreed in writing by the Custodian and the
Fund; (c) promptly endorse and deliver any instruments required to
effect such collections; and (d) promptly execute ownership and other
certificates and affidavits for all federal, state and foreign tax
purposes in connection with receipt of income or other payments with
respect to portfolio securities and other assets of each Portfolio, or
in connection with the transfer of such securities or other assets;
provided, however, that with respect to portfolio securities
registered in so-called street name, the Custodian shall use its best
efforts to collect amounts due and payable to the Fund. The Custodian
shall promptly notify the Fund in writing by facsimile transmission or
in such other manner as the Fund and Custodian may agree in writing if
any amount payable with respect to portfolio securities or other
assets of the Portfolios is not received by the Custodian when due.
The Custodian shall not be responsible for the collection of amounts
due and payable with respect to portfolio securities or other assets
that are in default.
Section 2.16. Dividends, Distributions and Redemptions. The
Custodian shall promptly release funds or securities: (a) upon
receipt of Proper Instructions, to one or more Distribution Accounts
designated by the Fund in such Proper Instructions; or (b) upon
receipt of Special Instructions, as otherwise directed by the Fund,
for the purpose of the payment of dividends or other distributions to
shareholders of the Portfolios, and payment to shareholders who have
requested repurchase or redemption of their shares of the Portfolio(s)
(collectively, the "Shares"). For purposes of this Agreement, a
"Distribution Account" shall mean an account established at a Banking
Institution designated by the Fund in Special Instructions.
Section 2.17. Proceeds from Shares Sold. The Custodian shall
receive funds representing cash payments received for Shares issued or
sold from time to time by the Fund, and shall promptly credit such
funds to the account(s) of the applicable Portfolio(s). The Custodian
shall promptly notify the Fund of Custodian's receipt of cash in
payment for Shares issued by the Fund by facsimile transmission or in
such other manner as the Fund and Custodian may agree in writing.
Upon receipt of Proper Instructions, the Custodian shall: (a) deliver
all federal funds received by the Custodian in payment for Shares in
payment for such investments as may be set forth in such Proper
Instructions and at a time agreed upon between the Custodian and the
Fund; and (b) make federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and the Custodian, in
the amount of checks received in payment for Shares which are
deposited to the accounts of the Portfolios.
Section 2.18. Proxies, Notices, Etc. The Custodian shall deliver to
the Fund, in the most expeditious manner practicable, all forms of
proxies, all notices of meetings, and any other notices or
announcements affecting or relating to securities owned by the
Portfolios that are received by the Custodian, any Subcustodian, or
any nominee of either of them, and, upon receipt of Proper
Instructions, the Custodian shall execute and deliver, or cause such
Subcustodian or nominee to execute and deliver, such proxies or other
authorizations as may be required. Except as directed pursuant to
Proper Instructions, neither the Custodian nor any Subcustodian or
nominee shall vote upon any such securities, or execute any proxy to
vote thereon, or give any consent or take any other action with
respect thereto.
Section 2.19. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, all bills,
statements, or other obligations of the Portfolios.
Section 2.20. Nondiscretionary Functions. The Custodian shall
attend to all nondiscretionary details in connection with the sale,
exchange, substitution, purchase, transfer or other dealings with
securities or other assets of the Portfolios held by the Custodian,
except as otherwise directed from time to time pursuant to Proper
Instructions.
Section 2.21. Bank Accounts
(a) Accounts with the Custodian and any Subcustodians. The Custodian
shall open and operate a bank account or accounts (hereinafter
referred to collectively, as "Bank Accounts") on the books of the
Custodian or any Subcustodian provided that such account(s) shall be
in the name of the Custodian or a nominee of the Custodian, for the
account of a Portfolio, and shall be subject only to the draft or
order of the Custodian; provided however, that such Bank Accounts in
countries other than the United States may be held in an account of
the Custodian containing only assets held by the Custodian as a
fiduciary or custodian for customers, and provided further, that the
records of the Custodian shall indicate at all times the Portfolio or
other customer for which such securities and other assets are held in
such account and the respective interests therein. Such Bank Accounts
may be denominated in either U.S. Dollars or other currencies. The
responsibilities of the Custodian to the Fund for deposits accepted on
the Custodian's books in the United States shall be that of a U.S.
bank for a similar deposit. The responsibilities of the Custodian to
the Fund for deposits accepted on any Subcustodian's books shall be
governed by the provisions of Section 5.02.
(b) Accounts With Other Banking Institutions. The Custodian may open
and operate Bank Accounts on behalf of a Portfolio, in the name of the
Custodian or a nominee of the Custodian, at a Banking Institution
other than the Custodian or any Subcustodian, provided that such
account(s) shall be in the name of the Custodian or a nominee of the
Custodian, for the account of a Portfolio, and shall be subject only
to the draft or order of the Custodian; provided however, that such
Bank Accounts may be held in an account of the Custodian containing
only assets held by the Custodian as a fiduciary or custodian for
customers, and provided further, that the records of the Custodian
shall indicate at all times the Portfolio or other customer for which
such securities and other assets are held in such account and the
respective interests therein. Such Bank Accounts may be denominated
in either U.S. Dollars or other currencies. Subject to the provisions
of Section 5.01(a), the Custodian shall be responsible for the
selection of the Banking Institution and for the failure of such
Banking Institution to pay according to the terms of the deposit.
(c) Deposit Insurance. Upon receipt of Proper Instructions, the
Custodian shall take such reasonable actions as the Fund deems
necessary or appropriate to cause each deposit account established by
the Custodian pursuant to this Section 2.21 to be insured to the
maximum extent possible by all applicable deposit insurers including,
without limitation, the Federal Deposit Insurance Corporation.
Section 2.22. Deposit of Fund Assets in Securities Systems. The
Custodian may deposit and/or maintain domestic securities owned by the
Portfolios in: (a) The Depository Trust Company; (b) the Participants
Trust Company; (c) any book-entry system as provided in (i) Subpart O
of Treasury Circular Xx. 000, 00 XXX 306.115, (ii) Subpart B of
Treasury Circular Public Debt Series Xx. 00-00, 00 XXX 350.2, or (iii)
the book-entry regulations of federal agencies substantially in the
form of 31 CFR 306.115; or (d) any other domestic clearing agency
registered with the Securities and Exchange Commission ("SEC") under
Section 17A of the Securities Exchange Act of 1934 (or as may
otherwise be authorized by the Securities and Exchange Commission to
serve in the capacity of depository or clearing agent for the
securities or other assets of investment companies) which acts as a
securities depository and the use of which the Fund has previously
approved by Special Instructions (as hereinafter defined) (each of the
foregoing being referred to in this Agreement as a "Securities
System"). Use of a Securities System shall be in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:
(A) The Custodian may deposit and/or maintain securities held
hereunder in a Securities System, provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which Account shall not contain any assets of the
Custodian other than assets held as a fiduciary, custodian, or
otherwise for customers.
(B) The books and records of the Custodian shall at all times
identify those securities belonging to each Portfolio which are
maintained in a Securities System.
(C) The Custodian shall pay for securities purchased for the account
of a Portfolio only upon (w) receipt of advice from the Securities
System that such securities have been transferred to the Account of
the Custodian, and (x) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account of such
Portfolio. The Custodian shall transfer securities sold for the
account of a Portfolio only upon (y) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account of the Custodian, and (z) the making of an
entry on the records of the Custodian to reflect such transfer and
payment for the account of such Portfolio. Copies of all advices from
the Securities System relating to transfers of securities for the
account of a Portfolio shall identify such Portfolio, shall be
maintained for the Portfolio by the Custodian. The Custodian shall
deliver to the Fund on the next succeeding business day daily
transaction reports which shall include each day's transactions in the
Securities System for the account of each Portfolio. Such transaction
reports shall be delivered to the Fund or any agent designated by the
Fund pursuant to Proper Instructions, by computer or in such other
manner as the Fund and Custodian may agree in writing.
(D) The Custodian shall, if requested by the Fund pursuant to Proper
Instructions, provide the Fund with all reports obtained by the
Custodian or any Subcustodian with respect to a Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System.
(E) Upon receipt of Special Instructions, the Custodian shall
terminate the use of any Securities System (except the federal
book-entry system) on behalf of any Portfolio as promptly as
practicable and shall take all actions reasonably practicable to
safeguard the securities of the Portfolios maintained with such
Securities System.
Section 2.23. Other Transfers. Upon receipt of Special
Instructions, the Custodian shall make such other dispositions of
securities, funds or other property of the Portfolios in a manner or
for purposes other than as expressly set forth in this Agreement,
provided that the Special Instructions relating to such disposition
shall include a statement of the purpose for which the delivery is to
be made, the amount of funds and/or securities to be delivered, and
the name of the person or persons to whom delivery is to be made, and
shall otherwise comply with the provisions of Sections 3.01 and 3.03
hereof.
Section 2.24. Establishment of Segregated Account. Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its
books a segregated account or accounts for and on behalf of a
Portfolio, into which account or accounts may be transferred cash
and/or securities or other assets of such Portfolio, including
securities maintained by the Custodian in a Securities System pursuant
to Section 2.22 hereof, said account or accounts to be maintained:
(a) for the purposes set forth in Sections 2.09, 2.10 and 2.11 hereof;
(b) for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the SEC relating to the maintenance
of segregated accounts by registered investment companies; or (c) for
such other purposes as set forth, from time to time, in Special
Instructions.
Section 2.25. Custodian's Books and Records. The Custodian shall
provide any assistance reasonably requested by the Fund in the
preparation of reports to Fund shareholders and others, audits of
accounts, and other ministerial matters of like nature. The Custodian
shall maintain complete and accurate records with respect to
securities and other assets held for the accounts of the Portfolios as
required by the rules and regulations of the SEC applicable to
investment companies registered under the 1940 Act, including: (a)
journals or other records of original entry containing a detailed and
itemized daily record of all receipts and deliveries of securities
(including certificate and transaction identification numbers, if
any), and all receipts and disbursements of cash; (b) ledgers or other
records reflecting (i) securities in transfer, (ii) securities in
physical possession, (iii) securities borrowed, loaned or
collateralizing obligations of the Portfolios, (iv) monies borrowed
and monies loaned (together with a record of the collateral therefor
and substitutions of such collateral), and (v) dividends and interest
received; and (c) cancelled checks and bank records related thereto.
The Custodian shall keep such other books and records of the Fund as
the Fund shall reasonably request. All such books and records
maintained by the Custodian shall be maintained in a form acceptable
to the Fund and in compliance with the rules and regulations of the
SEC, including, but not limited to, books and records required to be
maintained by Section 31(a) of the 1940 Act and the rules and
regulations from time to time adopted thereunder. All books and
records maintained by the Custodian pursuant to this Agreement shall
at all times be the property of the Fund and shall be available during
normal business hours for inspection and use by the Fund and its
agents, including, without limitation, its independent certified
public accountants. Notwithstanding the preceding sentence, the Funds
shall not take any actions or cause the Custodian to take any actions
which would cause, either directly or indirectly, the Custodian to
violate any applicable laws, regulations or orders.
Section 2.26. Opinion of Fund's Independent Certified Public
Accountants. The Custodian shall take all reasonable action as the
Fund may request to obtain from year to year favorable opinions from
the Fund's independent certified public accountants with respect to
the Custodian's activities hereunder in connection with the
preparation of the Fund's Form N-1A and the Fund's Form N-SAR or other
periodic reports to the SEC and with respect to any other requirements
of the SEC.
Section 2.27. Reports by Independent Certified Public Accountants.
At the request of the Fund, the Custodian shall deliver to the Fund a
written report prepared by the Custodian's independent certified
public accountants with respect to the services provided by the
Custodian under this Agreement, including, without limitation, the
Custodian's accounting system, internal accounting control and
procedures for safeguarding cash, securities and other assets,
including cash, securities and other assets deposited and/or
maintained in a Securities System or with a Subcustodian. Such report
shall be of sufficient scope and in sufficient detail as may
reasonably be required by the Fund and as may reasonably be obtained
by the Custodian.
Section 2.28. Overdraft Facility. In the event that the Custodian
is directed by Proper Instructions to make any payment or transfer of
funds on behalf of a Portfolio for which there would be, at the close
of business on the date of such payment or transfer, insufficient
funds held by the Custodian on behalf of such Portfolio, the Custodian
may, in its discretion, provide an overdraft (an "Overdraft") to the
Fund on behalf of such Portfolio, in an amount sufficient to allow the
completion of such payment. Any Overdraft provided hereunder: (a)
shall be payable on the next Business Day, unless otherwise agreed by
the Fund and the Custodian; and (b) shall accrue interest from the
date of the Overdraft to the date of payment in full by the Fund on
behalf of the applicable Portfolio at a rate agreed upon in writing,
from time to time, by the Custodian and the Fund. The Custodian and
the Fund acknowledge that the purpose of such Overdrafts is to
temporarily finance the purchase or sale of securities for prompt
delivery in accordance with the terms hereof, or to meet emergency
expenses not reasonably foreseeable by the Fund. The Custodian shall
promptly notify the Fund in writing (an "Overdraft Notice") of any
Overdraft by facsimile transmission or in such other manner as the
Fund and the Custodian may agree in writing. At the request of the
Custodian, the Fund, on behalf of a Portfolio, shall pledge, assign
and grant to the Custodian a security interest in certain specified
securities of the Portfolio, as security for Overdrafts provided to
such Portfolio, under the terms and conditions set forth in Appendix
"C" attached hereto.
ARTICLE III
PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS
Section 3.01. Proper Instructions and Special Instructions.
(a) Proper Instructions. As used herein, the term "Proper
Instructions" shall mean: (i) a tested telex, a written (including,
without limitation, facsimile transmission) request, direction,
instruction or certification signed or initialed by or on behalf of
the Fund by one or more Authorized Persons (as hereinafter defined);
(ii) a telephonic or other oral communication by one or more
Authorized Persons; or (iii) a communication effected directly between
an electro-mechanical or electronic device or system (including,
without limitation, computers) by or on behalf of the Fund by one or
more Authorized Persons; provided, however, that communications of the
types described in clauses (ii) and (iii) above purporting to be given
by an Authorized Person shall be considered Proper Instructions only
if the Custodian reasonably believes such communications to have been
given by an Authorized Person with respect to the transaction
involved. Proper Instructions in the form of oral communications
shall be confirmed by the Fund by tested telex or in writing in the
manner set forth in clause (i) above, but the lack of such
confirmation shall in no way affect any action taken by the Custodian
in reliance upon such oral instructions prior to the Custodian's
receipt of such confirmation. The Fund and the Custodian are hereby
authorized to record any and all telephonic or other oral instructions
communicated to the Custodian. Proper Instructions may relate to
specific transactions or to types or classes of transactions, and may
be in the form of standing instructions.
(b) Special Instructions. As used herein, the term "Special
Instructions" shall mean Proper Instructions countersigned or
confirmed in writing by the Treasurer or any Assistant Treasurer of
the Fund or any other person designated by the Treasurer of the Fund
in writing, which countersignature or confirmation shall be
(i)included on the same instrument containing the Proper Instructions
or on a separate instrument relating thereto, and (ii) delivered by
hand, by facsimile transmission, or in such other manner as the Fund
and the Custodian agree in writing.
(c) Address for Proper Instructions and Special Instructions. Proper
Instructions and Special Instructions shall be delivered to the
Custodian at the address and/or telephone, telecopy or telex number
agreed upon from time to time by the Custodian and the Fund.
Section 3.02. Authorized Persons. Concurrently with the execution
of this Agreement and from time to time thereafter, as appropriate,
the Fund shall deliver to the Custodian, duly certified as appropriate
by a Treasurer or Assistant Treasurer of the Fund, a certificate
setting forth: (a) the names, titles, signatures and scope of
authority of all persons authorized to give Proper Instructions or any
other notice, request, direction, instruction, certificate or
instrument on behalf of the Fund (collectively, the "Authorized
Persons" and individually, an "Authorized Person"); and (b) the names,
titles and signatures of those persons authorized to issue Special
Instructions. Such certificate may be accepted and relied upon by the
Custodian as conclusive evidence of the facts set forth therein and
shall be considered to be in full force and effect until delivery to
the Custodian of a similar certificate to the contrary. Upon delivery
of a certificate which deletes the name(s) of a person previously
authorized to give Proper Instructions or to issue Special
Instructions, such persons shall no longer be considered an Authorized
Person or authorized to issue Special Instructions.
Section 3.03. Persons Having Access to Assets of the Portfolios.
Notwithstanding anything to the contrary contained in this Agreement,
no Authorized Person, Trustee, officer, employee or agent of the Fund
shall have physical access to the assets of any Portfolio held by the
Custodian nor shall the Custodian deliver any assets of a Portfolio
for delivery to an account of such person; provided, however, that
nothing in this Section 3.03 shall prohibit (a) any Authorized Person
from giving Proper Instructions, or any person authorized to issue
Special Instructions from issuing Special Instructions, so long as
such action does not result in delivery of or access to assets of any
Portfolio prohibited by this Section 3.03; or (b) the Fund's
independent certified public accountants from examining or reviewing
the assets of the Portfolios held by the Custodian. The Fund shall
deliver to the Custodian a written certificate identifying such
Authorized Persons, Trustees, officers, employees and agents of the
Fund.
Section 3.04. Actions of Custodian Based on Proper Instructions and
Special Instructions. So long as and to the extent that the Custodian
acts in accordance with (a) Proper Instructions or Special
Instructions, as the case may be, and (b) the terms of this Agreement,
the Custodian shall not be responsible for the title, validity or
genuineness of any property, or evidence of title thereof, received by
it or delivered by it pursuant to this Agreement.
ARTICLE IV
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant
provisions of this Article IV, appoint one or more Domestic
Subcustodians, Foreign Subcustodians, Interim Subcustodians and
Special Subcustodians to act on behalf of a Portfolio. (For purposes
of this Agreement, all duly appointed Domestic Subcustodians, Foreign
Subcustodians, Interim Subcustodians, and Special Subcustodians are
hereinafter referred to collectively, as "Subcustodians.")
Section 4.01. Domestic Subcustodians. The Custodian may, at any
time and from time to time, appoint any bank as defined in Section
2(a)(5) of the 1940 Act meeting the requirements of a custodian under
Section 17(f) of the 1940 Act and the rules and regulations
thereunder, to act on behalf of one or more Portfolios as a
subcustodian for purposes of holding cash, securities and other assets
of such Portfolios and performing other functions of the Custodian
within the United States (a "Domestic Subcustodian"); provided, that,
the Custodian shall notify the Fund in writing of the identity and
qualifications of any proposed Domestic Subcustodian at least thirty
(30) days prior to appointment of such Domestic Subcustodian, and the
Fund may, in its sole discretion, by written notice to the Custodian
executed by an Authorized Person disapprove of the appointment of such
Domestic Subcustodian. If following notice by the Custodian to the
Fund regarding appointment of a Domestic Subcustodian and the
expiration of thirty (30) days after the date of such notice, the Fund
shall have failed to notify the Custodian of its disapproval thereof,
the Custodian may, in its discretion, appoint such proposed Domestic
Subcustodian as its subcustodian.
Section 4.02. Foreign Subcustodians and Interim Subcustodians.
(a) Foreign Subcustodians. The Custodian may, at any time and from
time to time, appoint: (i) any bank, trust company or other entity
meeting the requirements of an "eligible foreign custodian" under
Section 17(f) of the 1940 Act and the rules and regulations thereunder
or by order of the Securities and Exchange Commission exempted
therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940
Act meeting the requirements of a custodian under Section 17(f) of the
1940 Act and the rules and regulations thereunder to act on behalf of
one or more Portfolios as a subcustodian for purposes of holding cash,
securities and other assets of such Portfolios and performing other
functions of the Custodian in countries other than the United States
of America (a "Foreign Subcustodian"); provided, that, prior to the
appointment of any Foreign Subcustodian, the Custodian shall have
obtained written confirmation of the approval of the Board of Trustees
or other governing body or entity of the Fund on behalf of the
applicable Portfolio(s) (which approval may be withheld in the sole
discretion of such Board of Trustees or other governing body or
entity) with respect to (i) the identity and qualifications of any
proposed Foreign Subcustodian, (ii) the country or countries in which,
and the securities depositories or clearing agencies, if any, through
which, any proposed Foreign Subcustodian is authorized to hold
securities and other assets of the Portfolio(s), and (iii) the form
and terms of the subcustodian agreement to be entered into between
such proposed Foreign Subcustodian and the Custodian. Each such duly
approved Foreign Subcustodian and the countries where and the
securities depositories and clearing agencies through which they may
hold securities and other assets of the Funds shall be listed on
Appendix "B" attached hereto, as it may be amended, from time to time,
in accordance with the provisions of Section 9.05(c) hereof. The Fund
shall be responsible for informing the Custodian sufficiently in
advance of a proposed investment which is to be held in a country in
which no Foreign Subcustodian is authorized to act, in order that
there shall be sufficient time for the Custodian to effect the
appropriate arrangements with a proposed foreign subcustodian,
including obtaining approval as provided in this Section 4.02(a). The
Custodian shall not amend any subcustodian agreement entered into with
a Foreign Subcustodian, or agree to change or permit any changes
thereunder, or waive any rights under such agreement, which materially
affect the Fund's rights or the Foreign Subcustodian's obligations or
duties to the Fund under such agreement, except upon prior approval
pursuant to Special Instructions.
(b) Interim Subcustodians. Notwithstanding the foregoing, in the
event that a Portfolio shall invest in a security or other asset to be
held in a country in which no Foreign Subcustodian is authorized to
act, the Custodian shall promptly notify the Fund in writing by
facsimile transmission or in such other manner as the Fund and
Custodian shall agree in writing of the unavailability of an approved
Foreign Subcustodian in such country; and the Custodian shall, upon
receipt of Special Instructions, appoint any Person designated by the
Fund in such Special Instructions to hold such security or other
asset. (Any Person appointed as a subcustodian pursuant to this
Section 4.02(b) is hereinafter referred to as an "Interim
Subcustodian.")
Section 4.03. Special Subcustodians. Upon receipt of Special
Instructions, the Custodian shall, on behalf of the Fund for one or
more Portfolios, appoint one or more banks, trust companies or other
entities designated in such Special Instructions to act as a
subcustodian for purposes of: (i) effecting third-party repurchase
transactions with banks, brokers, dealers or other entities through
the use of a common custodian or subcustodian; (ii) establishing a
joint trading account for the Portfolios and other registered open-end
management investment companies for which Fidelity Management &
Research Company serves as investment adviser, through which the
Portfolios and such other investment companies shall collectively
participate in certain repurchase transactions; (iii) providing
depository and clearing agency services with respect to certain
variable rate demand note securities; and (iv) effecting any other
transactions designated by the Fund in Special Instructions. (Each
such designated subcustodian is hereinafter referred to as a "Special
Subcustodian.") Each such duly appointed Special Subcustodian shall
be listed on Appendix "B" attached hereto, as it may be amended from
time to time in accordance with the provisions of Section 9.05(c)
hereof. In connection with the appointment of any Special
Subcustodian, the Custodian shall enter into a subcustodian agreement
with the Special Subcustodian in form and substance approved by the
Fund, provided that such agreement shall in all events comply with the
provisions of the 1940 Act and the rules and regulations thereunder
and the terms and provisions of this Agreement. The Custodian shall
not amend any subcustodian agreement entered into with a Special
Subcustodian, or agree to change or permit any changes thereunder, or
waive any rights under such agreement, except upon prior approval
pursuant to Special Instructions.
Section 4.04. Termination of a Subcustodian. The Custodian shall
(i) cause each Domestic Subcustodian and Foreign Subcustodian to, and
(ii) use its best efforts to cause each Interim Subcustodian and
Special Subcustodian to, perform all of its obligations in accordance
with the terms and conditions of the subcustodian agreement between
the Custodian and such Subcustodian. In the event that the Custodian
is unable to cause such Subcustodian to fully perform its obligations
thereunder, the Custodian shall forthwith, upon the receipt of Special
Instructions, terminate such Subcustodian with respect to the Fund
and, if necessary or desirable, appoint a replacement Subcustodian in
accordance with the provisions of Section 4.01 or Section 4.02, as the
case may be. In addition to the foregoing, the Custodian (A) may, at
any time in its discretion, upon written notification to the Fund,
terminate any Domestic Subcustodian, Foreign Subcustodian or Interim
Subcustodian, and (B) shall, upon receipt of Special Instructions,
terminate any Subcustodian with respect to the Fund, in accordance
with the termination provisions under the applicable subcustodian
agreement.
Section 4.05. Certification Regarding Foreign Subcustodians. Upon
request of the Fund, the Custodian shall deliver to the Fund a
certificate stating: (i) the identity of each Foreign Subcustodian
then acting on behalf of the Custodian; (ii) the countries in which
and the securities depositories and clearing agents through which each
such Foreign Subcustodian is then holding cash, securities and other
assets of any Portfolio; and (iii) such other information as may be
requested by the Fund to ensure compliance with Rule 17(f)-5 under the
1940 Act.
ARTICLE V
STANDARD OF CARE; INDEMNIFICATION
Section 5.01. Standard of Care.
(a) General Standard of Care. The Custodian shall exercise
reasonable care and diligence in carrying out all of its duties and
obligations under this Agreement, and shall be liable to the Fund for
all loss, damage and expense suffered or incurred by the Fund or the
Portfolios resulting from the failure of the Custodian to exercise
such reasonable care and diligence.
(b) Actions Prohibited by Applicable Law, Etc. In no event shall the
Custodian incur liability hereunder if the Custodian or any
Subcustodian or Securities System, or any subcustodian, securities
depository or securities system utilized by any such Subcustodian, or
any nominee of the Custodian or any Subcustodian (individually, a
"Person") is prevented, forbidden or delayed from performing, or omits
to perform, any act or thing which this Agreement provides shall be
performed or omitted to be performed, by reason of: (i) any provision
of any present or future law or regulation or order of the United
States of America, or any state thereof, or of any foreign country, or
political subdivision thereof or of any court of competent
jurisdiction; or (ii) any act of God or war or other similar
circumstance beyond the control of the Custodian, unless, in each
case, such delay or nonperformance is caused by (A) the negligence,
misfeasance or misconduct of the applicable Person, or (B) a
malfunction or failure of equipment operated or utilized by the
applicable Person other than a malfunction or failure beyond such
Person's control and which could not reasonably be anticipated and/or
prevented by such Person.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to the Fund or any
Portfolio, (i) the Custodian shall, (ii) the Custodian shall cause any
applicable Domestic Subcustodian or Foreign Subcustodian to, and (iii)
the Custodian shall use its best efforts to cause any applicable
Interim Subcustodian or Special Subcustodian to, use all commercially
reasonable efforts and take all reasonable steps under the
circumstances to mitigate the effects of such event and to avoid
continuing harm to the Fund and the Portfolios.
(d) Advice of Counsel. The Custodian shall be entitled to receive
and act upon advice of counsel on all matters. The Custodian shall be
without liability for any action reasonably taken or omitted in good
faith pursuant to the advice of (i) counsel for the Fund, or (ii) at
the expense of the Custodian, such other counsel as the Fund and the
Custodian may agree upon; provided, however, with respect to the
performance of any action or omission of any action upon such advice,
the Custodian shall be required to conform to the standard of care set
forth in Section 5.01(a).
(e) Expenses of the Fund. In addition to the liability of the
Custodian under this Article V, the Custodian shall be liable to the
Fund for all reasonable costs and expenses incurred by the Fund in
connection with any claim by the Fund against the Custodian arising
from the obligations of the Custodian hereunder including, without
limitation, all reasonable attorneys' fees and expenses incurred by
the Fund in asserting any such claim, and all expenses incurred by the
Fund in connection with any investigations, lawsuits or proceedings
relating to such claim; provided, that the Fund has recovered from the
Custodian for such claim.
(f) Liability for Past Records. The Custodian shall have no
liability in respect of any loss, damage or expense suffered by the
Fund, insofar as such loss, damage or expense arises from the
performance of the Custodian's duties hereunder by reason of the
Custodian's reliance upon records that were maintained for the Fund by
entities other than the Custodian prior to the Custodian's employment
hereunder.
Section 5.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian
shall be liable for the actions or omissions of any Domestic
Subcustodian or any Foreign Subcustodian to the same extent as if such
action or omission were performed by the Custodian itself. In the
event of any loss, damage or expense suffered or incurred by the Fund
caused by or resulting from the actions or omissions of any Domestic
Subcustodian or Foreign Subcustodian for which the Custodian would
otherwise be liable, the Custodian shall promptly reimburse the Fund
in the amount of any such loss, damage or expense.
(b) Interim Subcustodians. Notwithstanding the provisions of Section
5.01 to the contrary, the Custodian shall not be liable to the Fund
for any loss, damage or expense suffered or incurred by the Fund or
any Portfolio resulting from the actions or omissions of an Interim
Subcustodian unless such loss, damage or expense is caused by, or
results from, the negligence, misfeasance or misconduct of the
Custodian; provided, however, in the event of any such loss, damage or
expense, the Custodian shall take all reasonable steps to enforce such
rights as it may have against such Interim Subcustodian to protect the
interests of the Fund and the Portfolios.
(c) Special Subcustodians. Notwithstanding the provisions of Section
5.01 to the contrary and except as otherwise provided in any
subcustodian agreement to which the Custodian, the Fund and any
Special Subcustodian are parties, the Custodian shall not be liable to
the Fund for any loss, damage or expense suffered or incurred by the
Fund or any Portfolio resulting from the actions or omissions of a
Special Subcustodian, unless such loss, damage or expense is caused
by, or results from, the negligence, misfeasance or misconduct of the
Custodian; provided, however, that in the event of any such loss,
damage or expense, the Custodian shall take all reasonable steps to
enforce such rights as it may have against any Special Subcustodian to
protect the interests of the Fund and the Portfolios.
(d) Securities Systems. Notwithstanding the provisions of Section
5.01 to the contrary, the Custodian shall not be liable to the Fund
for any loss, damage or expense suffered or incurred by the Fund or
any Portfolio resulting from the use by the Custodian of a Securities
System, unless such loss, damage or expense is caused by, or results
from, the negligence, misfeasance or misconduct of the Custodian;
provided, however, that in the event of any such loss, damage or
expense, the Custodian shall take all reasonable steps to enforce such
rights as it may have against the Securities System to protect the
interests of the Fund and the Portfolios.
(e) Reimbursement of Expenses. The Fund agrees to reimburse the
Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian in connection with the fulfillment of its obligations under
this Section 5.02; provided, however, that such reimbursement shall
not apply to expenses occasioned by or resulting from the negligence,
misfeasance or misconduct of the Custodian.
Section 5.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitations set
forth in this Agreement, the Fund agrees to indemnify and hold
harmless the Custodian and its nominees from all loss, damage and
expense (including reasonable attorneys' fees) suffered or incurred by
the Custodian or its nominee caused by or arising from actions taken
by the Custodian in the performance of its duties and obligations
under this Agreement; provided, however, that such indemnity shall not
apply to loss, damage and expense occasioned by or resulting from the
negligence, misfeasance or misconduct of the Custodian or its nominee.
In addition, the Fund agrees to indemnify any Person against any
liability incurred by reason of taxes assessed to such Person, or
other loss, damage or expenses incurred by such Person, resulting from
the fact that securities and other property of the Portfolios are
registered in the name of such Person; provided, however, that in no
event shall such indemnification be applicable to income, franchise or
similar taxes which may be imposed or assessed against any Person.
(b) Notice of Litigation, Right to Prosecute, Etc. The Fund shall
not be liable for indemnification under this Section 5.03 unless a
Person shall have promptly notified the Fund in writing of the
commencement of any litigation or proceeding brought against such
Person in respect of which indemnity may be sought under this Section
5.03. With respect to claims in such litigation or proceedings for
which indemnity by the Fund may be sought and subject to applicable
law and the ruling of any court of competent jurisdiction, the Fund
shall be entitled to participate in any such litigation or proceeding
and, after written notice from the Fund to any Person, the Fund may
assume the defense of such litigation or proceeding with counsel of
its choice at its own expense in respect of that portion of the
litigation for which the Fund may be subject to an indemnification
obligation; provided, however, a Person shall be entitled to
participate in (but not control) at its own cost and expense, the
defense of any such litigation or proceeding if the Fund has not
acknowledged in writing its obligation to indemnify the Person with
respect to such litigation or proceeding. If the Fund is not
permitted to participate or control such litigation or proceeding
under applicable law or by a ruling of a court of competent
jurisdiction, such Person shall reasonably prosecute such litigation
or proceeding. A Person shall not consent to the entry of any
judgment or enter into any settlement in any such litigation or
proceeding without providing the Fund with adequate notice of any such
settlement or judgment, and without the Fund's prior written consent.
All Persons shall submit written evidence to the Fund with respect to
any cost or expense for which they are seeking indemnification in such
form and detail as the Fund may reasonably request.
Section 5.04. Investment Limitations. If the Custodian has
otherwise complied with the terms and conditions of this Agreement in
performing its duties generally, and more particularly in connection
with the purchase, sale or exchange of securities made by or for a
Portfolio, the Custodian shall not be liable to the Fund and the Fund
agrees to indemnify the Custodian and its nominees, for any loss,
damage or expense suffered or incurred by the Custodian and its
nominees arising out of any violation of any investment or other
limitation to which the Fund is subject.
Section 5.05. Fund's Right to Proceed. Notwithstanding anything to
the contrary contained herein, the Fund shall have, at its election
upon reasonable notice to the Custodian, the right to enforce, to the
extent permitted by any applicable agreement and applicable law, the
Custodian's rights against any Subcustodian, Securities System, or
other Person for loss, damage or expense caused the Fund by such
Subcustodian, Securities System, or other Person, and shall be
entitled to enforce the rights of the Custodian with respect to any
claim against such Subcustodian, Securities System or other Person,
which the Custodian may have as a consequence of any such loss, damage
or expense, if and to the extent that the Fund has not been made whole
for any such loss or damage. If the Custodian makes the Fund whole
for any such loss or damage, the Custodian shall retain the ability to
enforce its rights directly against such Subcustodian, Securities
System or other Person. Upon the Fund's election to enforce any
rights of the Custodian under this Section 5.05, the Fund shall
reasonably prosecute all actions and proceedings directly relating to
the rights of the Custodian in respect of the loss, damage or expense
incurred by the Fund; provided that, so long as the Fund has
acknowledged in writing its obligation to indemnify the Custodian
under Section 5.03 hereof with respect to such claim, the Fund shall
retain the right to settle, compromise and/or terminate any action or
proceeding in respect of the loss, damage or expense incurred by the
Fund without the Custodian's consent and provided further, that if the
Fund has not made an acknowledgement of its obligation to indemnify,
the Fund shall not settle, compromise or terminate any such action or
proceeding without the written consent of the Custodian, which consent
shall not be unreasonably withheld or delayed. The Custodian agrees
to cooperate with the Fund and take all actions reasonably requested
by the Fund in connection with the Fund's enforcement of any rights of
the Custodian. The Fund agrees to reimburse the Custodian for all
reasonable out-of-pocket expenses incurred by the Custodian in
connection with the fulfillment of its obligations under this Section
5.05; provided, however, that such reimbursement shall not apply to
expenses occasioned by or resulting from the negligence, misfeasance
or misconduct of the Custodian.
ARTICLE VI
COMPENSATION
On behalf of each Portfolio, the Fund shall compensate the Custodian
in an amount, and at such times, as may be agreed upon in writing,
from time to time, by the Custodian and the Fund.
ARTICLE VII
TERMINATION
Section 7.01. Termination of Agreement in Full. This Agreement
shall continue in full force and effect until the first to occur of:
(a) termination by the Custodian by an instrument in writing delivered
or mailed to the Fund, such termination to take effect not sooner than
ninety (90) days after the date of such delivery; (b) termination by
the Fund by an instrument in writing delivered or mailed to the
Custodian, such termination to take effect not sooner than thirty (30)
days after the date of such delivery; or (c) termination by the Fund
by written notice delivered to the Custodian, based upon the Fund's
determination that there is a reasonable basis to conclude that the
Custodian is insolvent or that the financial condition of the
Custodian is deteriorating in any material respect, in which case
termination shall take effect upon the Custodian's receipt of such
notice or at such later time as the Fund shall designate. In the
event of termination pursuant to this Section 7.01, the Fund shall
make payment of all accrued fees and unreimbursed expenses within a
reasonable time following termination and delivery of a statement to
the Fund setting forth such fees and expenses. The Fund shall
identify in any notice of termination a successor custodian to which
the cash, securities and other assets of the Portfolios shall, upon
termination of this Agreement, be delivered. In the event that no
written notice designating a successor custodian shall have been
delivered to the Custodian on or before the date when termination of
this Agreement shall become effective, the Custodian may deliver to a
bank or trust company doing business in Boston, Massachusetts, of its
own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$25,000,000, all securities and other assets held by the Custodian and
all instruments held by the Custodian relative thereto and all other
property held by it under this Agreement. Thereafter, such bank or
trust company shall be the successor of the Custodian under this
Agreement. In the event that securities and other assets remain in
the possession of the Custodian after the date of termination hereof
owing to failure of the Fund to appoint a successor custodian, the
Custodian shall be entitled to compensation for its services in
accordance with the fee schedule most recently in effect, for such
period as the Custodian retains possession of such securities and
other assets, and the provisions of this Agreement relating to the
duties and obligations of the Custodian and the Fund shall remain in
full force and effect. In the event of the appointment of a successor
custodian, it is agreed that the cash, securities and other property
owned by the Fund and held by the Custodian, any Subcustodian or
nominee shall be delivered to the successor custodian; and the
Custodian agrees to cooperate with the Fund in the execution of
documents and performance of other actions necessary or desirable in
order to substitute the successor custodian for the Custodian under
this Agreement.
Section 7.02. Termination as to One or More Portfolios. This
Agreement may be terminated as to one or more Portfolios (but less
than all of the Portfolios) by delivery of an amended Appendix "A"
deleting such Portfolios pursuant to Section 9.05(b) hereof, in which
case termination as to such deleted Portfolios shall take effect
thirty (30) days after the date of such delivery. The execution and
delivery of an amended Appendix "A" which deletes one or more
Portfolios shall constitute a termination of this Agreement only with
respect to such deleted Portfolio(s), shall be governed by the
preceding provisions of Section 7.01 as to the identification of a
successor custodian and the delivery of cash, securities and other
assets of the Portfolio(s) so deleted, and shall not affect the
obligations of the Custodian and the Fund hereunder with respect to
the other Portfolios set forth in Appendix "A," as amended from time
to time.
ARTICLE VIII
DEFINED TERMS
The following terms are defined in the following sections:
Term Section
Account 2.22
ADRs 2.06
Authorized Person(s) 3.02
Banking Institution 2.12(a)
Business Day Appendix "C"
Bank Accounts 2.21
Distribution Account 2.16
Domestic Subcustodian 4.01
Foreign Subcustodian 4.02(a)
Institutional Client 2.03
Interim Subcustodian 4.02(b)
Overdraft 2.28
Overdraft Notice 2.28
Person 5.01(b)
Portfolio Preamble
Procedural Agreement 2.10
Proper Instructions 3.01(a)
SEC 2.22
Securities System 2.22
Shares 2.16
Special Instructions 3.01(b)
Special Subcustodian 4.03
Subcustodian Article IV
1940 Act Preamble
ARTICLE IX
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by the Fund. Upon request, the Fund shall execute and
deliver to the Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary or desirable in
connection with the performance by the Custodian or any Subcustodian
of their respective obligations under this Agreement or any applicable
subcustodian agreement, provided that the exercise by the Custodian or
any Subcustodian of any such rights shall in all events be in
compliance with the terms of this Agreement.
(b) Actions by Custodian. Upon receipt of Proper Instructions, the
Custodian shall execute and deliver to the Fund or to such other
parties as the Fund may designate in such Proper Instructions, all
such documents, instruments or agreements as may be reasonable and
necessary or desirable in order to effectuate any of the transactions
contemplated hereby.
Section 9.02. Representative Capacity; Nonrecourse Obligations. A
COPY OF THE DECLARATION OF TRUST OF THE FUND IS ON FILE WITH THE
SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY
GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF
THE FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT
BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS
OF THE FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND
PROPERTY OF THE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER,
TRUSTEE, OFFICER OR PARTNER OF THE FUND MAY BE HELD PERSONALLY LIABLE
OR RESPONSIBLE FOR ANY OBLIGATIONS OF THE FUND ARISING OUT OF THIS
AGREEMENT.
Section 9.03. Several Obligations of the Portfolios. WITH RESPECT
TO ANY OBLIGATIONS OF THE FUND ON BEHALF OF THE PORTFOLIOS ARISING OUT
OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS
ARISING UNDER SECTIONS 2.28, 5.03, 5.05 and ARTICLE VI HEREOF, THE
CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION
SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH
OBLIGATION RELATES AS THOUGH THE FUND HAD SEPARATELY CONTRACTED WITH
THE CUSTODIAN BY SEPARATE WRITTEN INSTRUMENT WITH RESPECT TO EACH
PORTFOLIO.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of the Fund. The Fund hereby
represents and warrants that each of the following shall be true,
correct and complete at all times during the term of this Agreement:
(i) the Fund is duly organized under the laws of its jurisdiction of
organization and is registered as an open-end management investment
company under the 1940 Act; and (ii) the execution, delivery and
performance by the Fund of this Agreement are (w) within its power,
(x) have been duly authorized by all necessary action, and (y) will
not (A) contribute to or result in a breach of or default under or
conflict with any existing law, order, regulation or ruling of any
governmental or regulatory agency or authority, or (B) violate any
provision of the Fund's corporate charter, Declaration of Trust or
other organizational document, or bylaws, or any amendment thereof or
any provision of its most recent Prospectus or Statement of Additional
Information.
(b) Representations and Warranties of the Custodian. The Custodian
hereby represents and warrants that each of the following shall be
true, correct and complete at all times during the term of this
Agreement: (i) the Custodian is duly organized under the laws of its
jurisdiction of organization and qualifies to act as a custodian to
open-end management investment companies under the provisions of the
1940 Act; and (ii) the execution, delivery and performance by the
Custodian of this Agreement are (w) within its power, (x) have been
duly authorized by all necessary action, and (y) will not (A)
contribute to or result in a breach of or default under or conflict
with any existing law, order, regulation or ruling of any governmental
or regulatory agency or authority, or (B) violate any provision of the
Custodian's corporate charter, or other organizational document, or
bylaws, or any amendment thereof.
Section 9.05. Entire Agreement. This Agreement constitutes the
entire understanding and agreement of the parties hereto with respect
to the subject matter hereof and accordingly, supersedes as of the
effective date of this Agreement any custodian agreement heretofore in
effect between the Fund and the Custodian.
Section 9.06. Waivers and Amendments. No provision of this
Agreement may be waived, amended or terminated except by a statement
in writing signed by the party against which enforcement of such
waiver, amendment or termination is sought; provided, however: (a)
Appendix "A" listing the Portfolios for which the Custodian serves as
custodian may be amended from time to time to add one or more
Portfolios, by the Fund's execution and delivery to the Custodian of
an amended Appendix "A", and the execution of such amended Appendix by
the Custodian, in which case such amendment shall take effect
immediately upon execution by the Custodian; (b) Appendix "A" may be
amended from time to time to delete one or more Portfolios (but less
than all of the Portfolios), by the Fund's execution and delivery to
the Custodian of an amended Appendix A", in which case such amendment
shall take effect thirty (30) days after such delivery, unless
otherwise agreed by the Custodian and the Fund in writing; (c)
Appendix "B" listing Foreign Subcustodians and Special Subcustodians
approved by the Fund may be amended from time to time to add or delete
one or more Foreign Subcustodians or Special Subcustodians by the
Fund's execution and delivery to the Custodian of an amended Appendix
"B", in which case such amendment shall take effect immediately upon
execution by the Custodian; and (d) Appendix "C" setting forth the
procedures relating to the Custodian's security interest may be
amended only by an instrument in writing executed by the Fund and the
Custodian.
Section 9.07. Interpretation. In connection with the operation of
this Agreement, the Custodian and the Fund may agree in writing from
time to time on such provisions interpretative of or in addition to
the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Agreement.
Section 9.08. Captions. Headings contained in this Agreement, which
are included as convenient references only, shall have no bearing upon
the interpretation of the terms of the Agreement or the obligations of
the parties hereto.
Section 9.09. Governing Law. Insofar as any question or dispute may
arise in connection with the custodianship of foreign securities
pursuant to an agreement with a Foreign Subcustodian that is governed
by the laws of the State of New York, the provisions of this Agreement
shall be construed in accordance with and governed by the laws of the
State of New York, provided that in all other instances this Agreement
shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts, in each case without giving effect to
principles of conflicts of law.
Section 9.10. Notices. Except in the case of Proper Instructions or
Special Instructions, notices and other writings contemplated by this
Agreement shall be delivered by hand or by facsimile transmission
(provided that in the case of delivery by facsimile transmission,
notice shall also be mailed postage prepaid to the parties at the
following addresses:
(a) If to the Fund:
c/o Fidelity Management & Research Company
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
(b) If to the Custodian:
__________________________
__________________________
__________________________
Attn:______________________
Telephone: (___)___________
Telefax: (___)______________
or to such other address as either party may have designated in
writing to the other party hereto.
Section 9.11. Assignment. This Agreement shall be binding on and
shall inure to the benefit of the Fund and the Custodian and their
respective successors and assigns, provided that, subject to the
provisions of Section 7.01 hereof, neither party hereto may assign
this Agreement or any of its rights or obligations hereunder without
the prior written consent of the other party.
Section 9.12. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
This Agreement shall become effective when one or more counterparts
have been signed and delivered by each of the parties.
Section 9.13. Confidentiality; Survival of Obligations. The parties
hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each
party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by
any other party hereto solely for the purpose of rendering services
pursuant to this Agreement and, except as may be required in carrying
out this Agreement, shall not be disclosed to any third party without
the prior consent of such providing party. The foregoing shall not be
applicable to any information that is publicly available when provided
or thereafter becomes publicly available other than through a breach
of this Agreement, or that is required to be disclosed by any bank
examiner of the Custodian or any Subcustodian, any auditor of the
parties hereto, by judicial or administrative process or otherwise by
applicable law or regulation. The provisions of this Section 9.13 and
Sections 9.01, 9.02, 9.03, 9.09, Section 2.28, Section 3.04, Section
7.01, Article V and Article VI hereof and any other rights or
obligations incurred or accrued by any party hereto prior to
termination of this Agreement shall survive any termination of this
Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name and behalf on the day and year first above
written.
[SIGNATURE LINES OMITTED]
Exhibit g(6)
FORM OF
APPENDIX "C" TO THE
CUSTODIAN AGREEMENT BETWEEN
EACH OF THE INVESTMENT COMPANIES
LISTED ON APPENDIX "A' THERETO
and
THE BANK OF NEW YORK
Dated as of ________
PROCEDURES RELATING TO CUSTODIAN'S SECURITY INTEREST
As security for any Overdrafts (as defined in the Custodian
Agreement) of any Portfolio, the Fund, on behalf of such Portfolio,
shall pledge, assign and grant to the Custodian a security interest in
Collateral (as hereinafter defined), under the terms, circumstances
and conditions set forth in this Appendix "C".
Section 1. Defined Terms. As used in this Appendix "C" the
following terms shall have the following respective meanings:
(a) "Business Day" shall mean any day that is not a Saturday, a
Sunday or a day on which the Custodian is closed for business.
(b) "Collateral" shall mean, with respect to any Portfolio, the
securities having a fair market value (as determined in accordance
with the procedures set forth in the prospectus for the Portfolio)
equal to the aggregate of all Overdraft Obligations of such Portfolio:
(i) identified in any Pledge Certificate executed on behalf of such
Portfolio; or (ii) designated by the Custodian for such Portfolio
pursuant to Section 3 of this Appendix C. Such securities shall
consist of marketable securities held by the Custodian on behalf of
such Portfolio or, if no such marketable securities are held by the
Custodian on behalf of such Portfolio, such other securities
designated by the Fund in the applicable Pledge Certificate or by the
Custodian pursuant to Section 3 of this Appendix C.
(c) "Overdraft Obligations" shall mean, with respect to any
Portfolio, the amount of any outstanding Overdraft(s) provided by the
Custodian to such Portfolio together with all accrued interest
thereon.
(d) "Pledge Certificate" shall mean a Pledge Certificate in the form
attached to this Appendix "C" as Schedule 1 executed by a duly
authorized officer of the Fund and delivered by the Fund to the
Custodian by facsimile transmission or in such other manner as the
Fund and the Custodian may agree in writing.
(e) "Release Certificate" shall mean a Release Certificate in the
form attached to this Appendix "C" as Schedule 2 executed by a duly
authorized officer of the Custodian and delivered by the Custodian to
the Fund by facsimile transmission or in such other manner as the Fund
and the Custodian may agree in writing.
(f) "Written Notice" shall mean a written notice executed by a duly
authorized officer of the party delivering the notice and delivered by
facsimile transmission or in such other manner as the Fund and the
Custodian shall agree in writing.
Section 2. Pledge of Collateral. To the extent that any Overdraft
Obligations of any Portfolio are not satisfied within one (1) Business
Day after receipt by the Fund of a Written Notice requesting security
for such Overdraft Obligation and stating the amount of such Overdraft
Obligation, the Fund, on behalf of such Portfolio, shall pledge,
assign and grant to the Custodian a first priority security interest,
by delivering to the Custodian, a Pledge Certificate executed by the
Fund on behalf of such Portfolio describing the applicable Collateral.
Such Written Notice may, in the discretion of the Custodian, be
included within or accompany the Overdraft Notice relating to the
applicable Overdraft Obligations.
Section 3. Failure to Pledge Collateral. In the event that the Fund
shall fail: (a) to pay, on behalf of the applicable Portfolio, the
Overdraft Obligation described in such Written Notice; (b) to deliver
to the Custodian a Pledge Certificate pursuant to Section 2; or (c) to
identify substitute securities pursuant to Section 6 upon the sale or
maturity of any securities identified as Collateral, the Custodian
may, by Written Notice to the Fund specify Collateral which shall
secure the applicable Overdraft Obligation. The Fund, on behalf of
any applicable Portfolio, hereby pledges, assigns and grants to the
Custodian a first priority security interest in any and all Collateral
specified in such Written Notice; provided that such pledge,
assignment and grant of security shall be deemed to be effective only
upon receipt by the Fund of such Written Notice.
Section 4. Delivery of Additional Collateral. If at any time the
Custodian shall notify the Fund by Written Notice that the fair market
value of the Collateral securing any Overdraft Obligation is less than
the amount of such Overdraft Obligation, the Fund, on behalf of the
applicable Portfolio, shall deliver to the Custodian, within one (1)
Business Day following the Fund's receipt of such Written Notice, an
additional Pledge Certificate describing additional Collateral. If
the Fund shall fail to deliver such additional Pledge Certificate, the
Custodian may specify Collateral which shall secure the unsecured
amount of the applicable Overdraft Obligation in accordance with
Section 3 of this Appendix C.
Section 5. Release of Collateral. Upon payment by the Fund of any
Overdraft Obligation secured by the pledge of Collateral, the
Custodian shall promptly deliver to the Fund a Release Certificate
pursuant to which the Custodian shall release Collateral from the lien
under the applicable Pledge Certificate or Written Notice pursuant to
Section 3 having a fair market value equal to the amount paid by the
Fund on account of such Overdraft Obligation. In addition, if at any
time the Fund shall notify the Custodian by Written Notice that the
Fund desires that specified Collateral be released and: (a) that the
fair market value of the Collateral securing any Overdraft Obligation
shall exceed the amount of such Overdraft Obligation; or (b) that the
Fund has delivered a Pledge Certificate substituting Collateral for
such Overdraft Obligation, the Custodian shall deliver to the Fund,
within one (1) Business Day following the Custodian's receipt of such
Written Notice, a Release Certificate relating to the Collateral
specified in such Written Notice.
Section 6. Substitution of Collateral. The Fund may substitute
securities for any securities identified as Collateral by delivery to
the Custodian of a Pledge Certificate executed by the Fund on behalf
of the applicable Portfolio, indicating the securities pledged as
Collateral.
Section 7. Security for Individual Portfolios' Overdraft
Obligations. The pledge of Collateral by the Fund on behalf of any
individual Portfolio shall secure only the Overdraft Obligations of
such Portfolio. In no event shall the pledge of Collateral by one
Portfolio be deemed or considered to be security for the Overdraft
Obligations of any other Portfolio.
Section 8. Custodian's Remedies. Upon (a) the Fund's failure to pay
any Overdraft Obligation of a Portfolio within thirty (30) days after
receipt by the Fund of a Written Notice demanding security therefore,
and (b) one (1) Business Day's prior Written Notice to the Fund, the
Custodian may elect to enforce its security interest in the Collateral
securing such Overdraft Obligation, by taking title to (at the then
prevailing fair market value), or selling in a commercially reasonable
manner, so much of the Collateral as shall be required to pay such
Overdraft Obligation in full. Notwithstanding the provisions of any
applicable law, including, without limitation, the Uniform Commercial
Code, the remedy set forth in the preceding sentence shall be the only
right or remedy to which the Custodian is entitled with respect to the
pledge and security interest granted pursuant to any Pledge
Certificate or Section 3, without limiting the foregoing, the
Custodian hereby waives and relinquishes all contractual and common
law rights of set off to which it may now or hereafter be or become
entitled with respect to any obligations of the Fund to the Custodian
arising under this Appendix C to the Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Appendix to
be executed in its name and behalf on the day and year first above
written.
[SIGNATURE LINES OMITTED]
Exhibit g(6)
FORM OF
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
The Bank of New York and each of the following Investment Companies
Dated as of ________
The following is a list of the Funds and their respective Portfolios
for which the Custodian shall serve under a Custodian Agreement dated
as of December 1, 1994:
FUND PORTFOLIO EFFECTIVE AS OF:
Fidelity Aberdeen Street Trust Fidelity Freedom Income Fund August 31, 1996
Fidelity Freedom 2000 Fund August 31, 1996
Fidelity Freedom 2010 Fund August 31, 1996
Fidelity Freedom 2020 Fund August 31, 1996
Fidelity Freedom 2030 Fund August 31, 1996
Fidelity Advisor Series II Fidelity Advisor Government December 1, 1994
Investment Fund
Fidelity Advisor High Income August 30, 1999
Fund (1)
Fidelity Advisor High Yield December 1, 1994
Fund
Fidelity Advisor Intermediate December 1, 1994
Bond Fund
Fidelity Advisor Mortgage December 1, 1994
Securities Fund
Fidelity Advisor Short December 1, 1994
Fixed-Income Fund
Fidelity Advisor Strategic December 1, 1994
Income Fund
Fidelity Advisor Series IV Fidelity Institutional December 1, 1994
Short-Intermediate
Government Fund
Fidelity Real Estate High December 1, 1994
Income Fund
Boston Street Trust (1) Fidelity Target Timeline 2001 January 18, 1996
Fidelity Target Timeline 2003 January 18, 1996
Fidelity Xxxxxxx Street Trust Spartan Investment Grade Bond December 1, 1994
Fund
Fidelity Commonwealth Trust Fidelity Intermediate Bond Fund December 1, 1994
Fidelity Concord Street Trust Fidelity U.S. Bond Index Fund December 1, 1994
Fidelity Xxxxxxxxx Trust Fidelity Real Estate High May 16, 1996
Income Fund II
Colchester Street Trust Domestic Portfolio September 14,1995
Money Market Portfolio September 14, 1995
Government Portfolio September 14, 1995
Treasury Portfolio September 14, 1995
Treasury Only Portfolio September 14, 1995
Tax-Exempt Portfolio September 14, 1995
Fidelity Fixed-Income Trust Fidelity Short-Term Bond Fund December 1, 1994
Fidelity Investment Grade December 1, 1994
Bond Fund
Spartan Government Income Fund December 1, 1994
Fidelity High Income Fund December 1, 1994
Fidelity Hereford Street Trust Spartan Money Market Fund December 1, 1994
Spartan U.S. Government Money September 14, 1995
Market Fund
Spartan U.S. Treasury Money September 14, 1995
Market Fund
Fidelity Income Fund Fidelity Xxxxxx Xxx Fund December 1, 1994
Fidelity Intermediate December 1, 1994
Government Income Fund
Fidelity Money Market Trust Retirement Government Money September 14, 1995
Market Portfolio
Retirement Money Market September 14, 1995
Portfolio
Fidelity Oxford Street Trust Fidelity Four-in-One Index Fund June 26, 1999
Fidelity Xxxxxxxx Street Trust Fidelity Cash Reserves December 1, 1994
Fidelity U.S. Government September 14, 1995
Reserves
Fidelity Select Portfolios Money Market Portfolio December 1, 1994
Fidelity Summer Street Trust Fidelity Capital & Income Fund December 1, 1994
Fidelity School Street Trust: Fidelity Strategic Income Fund March 19, 1998
Fidelity Union Street Trust Spartan Xxxxxx Xxx Fund December 1, 1994
Fidelity Union Street Trust II Fidelity Daily Income Trust December 1, 0000
Xxxxxxx Xxxxxx Trust Prime Fund - Daily Money Class September 14, 1995
Prime Fund - Capital Reserves September 18, 1997
Class
Treasury Fund - Daily Money September 14, 1995
Class
Treasury Fund - Advisor B Class September 14, 1996
Treasury Fund - Capital September 18, 1997
Reserves Class
Variable Insurance Products High Income Portfolio December 1, 1994
Fund
Money Market Portfolio September 14, 1995
Variable Insurance Products Investment Grade Bond Portfolio December 1, 1994
Fund II
(1) Fidelity Target Timeline 1999 has been liquidated as of October 4,
1999.
Each of the Investment The Bank of New York
Companies
listed on this Appendix "A",
on behalf
of each of their respective
Portfolios
[SIGNATURE LINES OMITTED]
Exhibit g(6)
FORM OF
Appendix "B"
To
Custodian Agreement
Between
The Bank of new York and Each of the Investment
Companies Listed on Appendix "A" thereto
Dated as of _________
The following is a list of Additional Custodians, Special
Subcustodians and Foreign Subcustodians under the Custodian Agreement
dated as of December 1, 1994 (the "Custodian Agreement"):
A. Additional Custodians
CUSTODIAN PURPOSE
Bank of New York FICASH
FITERM
B. Special Subcustodians:
SUBCUSTODIAN PURPOSE
Bank of New York FICASH
Chemical Bank, N.A. Third Party Repurchase
Agreements*
Citibank, N.A. Global Bond Certificates**
____________________________
* Chemical Bank, N.A. will act as Special Subcustodian with respect
to third party repurchase agreements for the following Portfolios
only:
FUND PORTFOLIO
Fidelity Institutional Cash U.S. Treasury Portfolio II
Portfolios
Fidelity Hereford Street Trust Spartan Money Market Fund
Fidelity Select Portfolios Money Market Portfolio
Fidelity Union Street Trust II Fidelity Daily Income Trust
Spartan World Money Market Fund
Fidelity Xxxxxxxx Street Trust Fidelity Cash Reserves
** Citibank, N.A. will act as Special Subcustodian with respect to
Global Bond Certificates for Fidelity Advisor Series VIII: Fidelity
Advisor Strategic Income Fund only.
C. Foreign Subcustodians:
COUNTRY FOREIGN SUBCUSTODIAN DEPOSITORY
Argentina BankBoston, N.A., Buenos Aires Caja de Valores, S.A.
Central de Registracion y
Liquidacion de Instrumentos de
Endendamiento Publico (CRYL)
Banco Santander Central
Hispano, S.A.
Australia Australia and New Zealand Austraclear Limited
Banking
Group Ltd. (ANZ), Melbourne
National Australia Bank Ltd., The Reserve Bank Information
Melbourne and
Commonwealth Custodian Transfer System (RITS)
Services Limited
The Clearing House Electronic
Sub-register system
Austria Creditanstalt - Bankverein, Osterreichische Kontrollbank
Vienna Aktiengesellschaft (OEKB)
Bahrain British Bank of the Middle
East (BBME)
Bangladesh Standard Chartered Bank PLC, None
Dhaka
Belgium Banque Bruxelles Xxxxxxx, Caisse Interprofessionnelle
de Depot
Brussels et de Virement de Titres (CIK);
Banque Nationale de Belgique
Bermuda Bank of Bermuda Ltd. (BBL)
Botswana Stanbic Bank Botswana Ltd., None
Gabarone
Barclays Bank of Botswana Ltd.
Brazil BankBoston, N.A., Sao Paulo Stock Exchange
Sao Paulo (BOVESPA/CALISPA); Sistema
Especial de Liquidacao e
Custodia
(SELIC);
Rio de Janeiro Exchange (BVRJ);
Camara de Liquidacao e Custodia
S.A (CLC);
Central de Custodia e
Liquidacao
Financeira de Titulos (CETIP)
Companhia Brasleira de
Liquidacao e Custodia
Bulgaria ING Bank N.V. (ING) The Central Depository AD (and)
Bulgarian National Bank
Canada Royal Bank of Canada Canadian Depository for
Securities,
Ltd. (CDS)
Chile BankBoston, N.A., Santiago Deposito Central de Valores
(DCV)
China- Standard Chartered Bank, Shanghai Securities Central
Shanghai Shanghai Clearing
& Registration Corp. (SSCCRC)
China- Standard Chartered Bank, Shenzhen Securities Central
Shenzhen Shenzhen Clearing
Co. (SSCC)
Colombia Cititrust Colombia S.A., Deposito Central de Valores
Sociedad Fiduciaria, (DCV);
Bogota Deposito Centralizado de
Valores
(DECEVAL)
Cyprus Bank of Cyprus
Czech Republic Ceskoslovenska Obchodnibanka, Securities Center (SCP);
S.A., Prague Czech National Bank
Denmark Den Danske Bank, Copenhagen Vaerdipapircentralen-VP Center
Ecuador Citibank, N.A., Quito None
Egypt Citibank, N.A., Cairo Misr for Clearing, Settlement &
Depository (MCSD)
Finland Xxxxxx Bank Ltd., Helsinki Finnish Central Securities
Depository Limited (CSD)
France Banque Paribas, Paris SICOVAM;
Banque de France
Credit Commercial de France,
Paris
Germany Dresdner Bank AG, Frankfurt Deutsche Borse Clearing (DBC)
Ghana Merchant Bank (Ghana) Ltd., None
Accra
Barclays Bank of Ghana Limited
Greece Paribas - Athens Apothetirio Titlon A.E.
The Bank of Greece
Hong Kong The Hongkong & Shanghai Banking Central Clearing & Settlement
System (CCASS)
The Central Money Markets Unit
(CMU)
Hungary Citibank Budapest Rt. Central Depository & Clearing
House
(Budapest) Ltd. (KELER Ltd.)
India Hongkong & Shanghai Banking National Securities Depository
Corp. Ltd.,
Mumbai Limited (NSDL)
Deutsche Bank AG, Mumbai Reserve Bank of India
Indonesia Hongkong & Shanghai Banking None
Corp. Ltd.,
Jakarta Bank Indonesia
Ireland Allied Irish Banks, plc., Gilt Settlement Office (GSO);
Dublin
CREST
Israel Bank Leumi Le-Israel, B.M., Tel-Aviv Stock Exchange
Tel Aviv
(TASE) Clearinghouse Ltd.
Italy Banca Commerciale Italiana, Monte Titoli S.p.A.;
Milan
Banque Paribas, Milan Banca d'Italia
Ivory Coast Societe Generale de Banques
en Cote d'Ivoire, Abidjan
Japan Yasuda Trust & Banking Co. Ltd. Japan Securities Depository
Center
Fuji Bank, Ltd., Tokyo (JASDEC);
Bank of Tokyo - Mitsubishi, Bank of Japan
Ltd., Tokyo
Jordan British Bank of the Middle None
East, Jordan, Amman
Kenya Stanbic Bank Kenya Ltd., The Central Bank of Kenya
Nairobi
Barclays Bank of Kenya Ltd.
Lebanon British Bank of the Middle Midclear
East, Beirut
Xxx Xxxxxxx Xxxx xx Xxxxxxx
Xxxxxxxxxx Banque Internationale a None
Luxembourg, Luxembourg
Banque et Caisse d'Epargne de
l'Etat Luxembourg,
Luxembourg
Malaysia Hongkong Bank Malaysia Berhad, Malaysian Central Depository
Sdn.
Kuala Lumpur Bhd. (MCD)
Mauritius HongKong & Shanghai Banking The Central Depository &
Corp., Ltd.
Port Louis Settlement Co. Ltd. (CDS)
Mexico Banco Nacional de Mexico Institucion para el Deposito de
S.A., Mexico, D.F.
Valores- S.D. INDEVAL, S.A. de
C.V.
Morocco Banque Commerciale du Maroc, MAROCLEAR
Casablanca
Namibia Standard Bank Namibia Ltd., None
Windhoek
Netherlands MeesPierson N.V. Nederlands Centraal Instituut
voor
Giraal Effectenverkeer BV
(NECIGEF)/KAS Associatie, N.V.
(KAS)
New Zealand Australia and New Zealand New Zealand Securities
Banking Depository
Group Ltd. (ANZ) Limited (NZCDS)
Norway Den norske Bank, Oslo Verdipapirsentralen (VPS)
Oman British Bank of the Middle Muscat Securities Market
East (BBME)
The Central Depository
Company of
Pakistan
Pakistan Standard Chartered Bank, State Bank of Pakistan
Karachi
Peru Citibank, N.A., Lima Caja de Valores (CAVAL)
Xxxxx Xxxxxxx xx Xxxxxxx xxx
Xxxx
Xxxxxxxxxxx Hongkong & Shanghai Banking The Philippines Central
Corp. Ltd., Depository
Registry of Scripless
Securities
Manila Inc. (PCD)
Poland Bank Handlowy W. Warzawie, National Depository of
S.A., Warsaw Securities;
National Bank of Poland
Portugal Banco Comercial Portugues, Central de Valores Mobiliaros
S.A.,
Lisbon (Interbolsa)
Romania ING Bank N.V., Bucharest National Company for Clearing,
Settlement & Depository for
Securities (SNCDD)
Bucharest Stock Exchange (BSE)
National Bank of Romania
Russia Credit Suisse First Boston Moscow Interbank Currency
(Moscow) Ltd.
Exchange Clearinghouse (MICEX)
United Export Bank, Moscow
National Depository Center
Rosvneshtorgbank
Singapore United Overseas Bank, Singapore Central Depository Pte Ltd.
(CDP)
The Development Bank of Monetary Authority of Singapore
Singapore Ltd.,
Singapore
Slovak Ceskowslovenska Obchodna Stredisko Cennych Papierov
Republic Banka, A.S., (SCP);
Xxxxxxxxxx Xxxxxxxx Xxxx xx Xxxxxxxx (XXX)
Xxxxxxxx Banka Creditanstalt D.D., Central Klirnisko Depotna
Ljubljana
Xxxxxx x.x. (KDD)
South Africa Standard Bank of South Africa Central Depository (Pty) Ltd.
Ltd., (CD)
Johannesburg STRATE
Standard Corporate & Merchant
Bank
South Korea Standard Chartered Bank, Seoul Korean Securities Depository
(KSD)
Spain Banco Bilbao Vizcaya, Servicio de
Compensacion y
Madrid Liquidacion de Valores
(SCLV);
Xxxxx xx Xxxxxx
Xxx Xxxxx Standard Chartered Bank, Central Depository System,
Colombo (Pvt)
Limited (CDS)
Swaziland Stanbic Bank Swaziland Ltd., None
Mbabane
Sweden Skandinaviska Enskilda Vardepappercentralen VPC XX
Xxxxxx, Stockholm
Switzerland Bank Leu Ltd., Zurich Schweizerische Effecten- Giro
A. G.
Union Bank of Switzerland, (SEGA)
Zurich
Credit Suisse First Boston
Taiwan Hongkong and Shanghai Banking Taiwan Securities Central
Corp., Ltd., Depository
Central Bank of China
Taipei Co., Ltd., (TSCD)
Thailand Standard Chartered Bank, Thailand Securities Depository
Bangkok
Company (TSD)
Bangkok Bank Public Company
Limited, Bangkok
Transnational Cedel Bank Societe Anonyme,
Luxembourg
Euroclear Clearance System
Societe Cooperative, Belgium
Turkey Citibank, N.A., Instanbul Takas ve Saklama A.S., (TvS);
Osmanli Bankasi A.S. Central Bank of Turkey
(Ottoman Bank) Instanbul
United The Bank of New York, London Central Gilts Office (CGO)
Kingdom
Central Moneymarkets Office
(CMO)
CREST
Uruguay BankBoston, N.A., Montevideo None
Venezuela Citibank, N.A., Caracas The Caja Venezolana de Valores
(CVV)
Central Bank of Venezuela
Zambia Stanbic Bank Zambia Ltd., Lusaka Stock Exchange
Lusaka
Barclays Bank of Zambia Ltd. Bank of Zambia
Zimbabwe Stanbic Bank Zimbabwe Ltd., None
Harare
Barclays Bank of Zimbabwe Ltd.
Each of the Investment Companies Listed on Appendix "A" to the
Custodian Agreement, on Behalf of each of Their Respective Portfolios
[SIGNATURE LINES OMITTED]
_______________________
________________________
_____________________
Exhibit g(6)
FORM OF
[FMR CO. LETTERHEAD]
[Date]
The Bank of New York
00 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Solo
Re: Addendum to Custodian Agreement, dated as of December 1, 1994,
between The Bank of New York and 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 December 1,
1994, between The Bank of New York (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
nominee, as custodian for such Portfolio.
b. The Custodian will implement appropriate control procedures (the
"Control Procedures") to ensure that (i) that 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) 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 DAILY TRADE ACTIVITY IN CENTRAL
FUND SHARES, AND FIDELITY ACCOUNTING AND CUSTODY SERVICES' 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 $7.00 for each transaction in
Central Fund shares by such Portfolio. Such $7.00 transaction fee
will cover all services (other than 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]
Exhibit g(6)
FORM OF
[FMR CO. LETTERHEAD]
[Date]
The Bank of New York
00 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxx
Re: Amendment to the Fee Schedule to Custodian Agreement Dated as of
December 1, 1994, Between the Bank of New York and Each of the
Fidelity Funds Listed on Appendix "A" Attached Thereto
Dear Madams and Sirs:
Pursuant to Article VI of the Custodian Agreement, dated as of
December 1, 1994, between the Bank of New York (the "Custodian") and
each of the Fidelity Funds listed on Appendix A attached thereto (each
a "Fund" and collectively the "Funds") (the "Custodian Agreement"),
and to Section 1 of the Letter Agreement dated as of May 12, 1998
setting forth the fee schedule to the Custodian Agreement (the "Fee
Schedule", enclosed), the parties to the Custodian Agreement hereby
agree to amend the Fee Schedule as follows:
1. Effective July 1, 1999, the charge of $7.00 for purchases and
sales by a Fidelity "fund of funds" of shares of another Fidelity
Fund, which previously applied to the Fidelity Freedom Funds, should
also apply to Fidelity Four-In-One Index Fund and to any other fund
identified by the Fidelity Funds as a "fund of funds".
2. Effective April 1, 1999, the transaction fee for transactions
between Fidelity Funds in connection with a merger of such funds shall
be $5.00 regardless of the type of security involved.
This letter shall be governed by and construed in accordance with the
terms and provisions of the Custodian Agreement.
If you are in agreement with the foregoing, please countersign this
letter and return it to the undersigned.
Each of the Fidelity Funds
Listed on Schedule "A" to the
Custodian Agreement, on Behalf
Of Each of Their Respective
Portfolios
[SIGNATURE LINES OMITTED]
