Exhibit g(13)
[Fidelity Funds Letterhead]
_______, 200_
Brown Brothers Xxxxxxxx & Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxx Xxxx
Re: Form of Addendum to Custodian Agreement, dated as of __________,
200_, between Brown Brothers Xxxxxxxx & Company 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 __________,
200_, between Brown Brothers Xxxxxxxx & Company (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) only authorized personnel of
the Custodian will be authorized to give instructions to a Central
Fund Transfer Agent in connection with a Portfolio's purchase or sale
of Central Fund shares, (ii) that trade instructions sent to a Central
Fund Transfer Agent are properly acknowledged by the Central Fund
Transfer Agent, and (iii) the Central Fund Transfer Agent's records of
each Portfolio's holdings of Central Fund shares are properly
reconciled with the Custodian's records.
2. Purchases of Central Fund Shares. Notwithstanding the provisions
of Section 2.03 of the Custodian Agreement, upon receipt of Proper
Instructions, the Custodian shall pay for and receive Central Fund
shares purchased for the account of a Portfolio, provided that (i) the
Custodian shall only send instructions to purchase such shares to the
Central Fund's transfer agent in accordance with the Control
Procedures ("Purchase Instructions") upon receipt of Proper
Instructions from FMR's trading operations, and (ii) the Custodian
shall release funds to the Central Fund Transfer Agent only after
receiving confirmation 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 automated
buy/sell transaction in Central Fund shares by such Portfolio and
$12.00 for each manual buy/sell transaction in Central Fund shares by
such Portfolio. Such $7.00 and $12.00 transaction fees 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]
