Exhibit 6(c)
FORM OF
SELLING DEALER AGREEMENT
As the principal underwriter of the shares of the Fidelity Advisor Funds
and the Money Funds (the "Portfolios"), we (Fidelity Distributors
Corporation) agree to sell to you
(___________________________________________) shares of each of the
Portfolios purchased by us as principal from the Portfolios for resale by
you as principal upon the following terms and conditions:
1. As used herein the following terms shall have the meaning hereinafter
set forth (unless a different meaning is plainly required by the context):
(a) "Fidelity Advisor Funds" shall mean the open-end investment
companies, series, or (in the case of companies or series offering multiple
classes of shares) classes of one or more of the foregoing, the shares of
which from time to time shall be offered by us as principal underwriter to
you hereunder and which are designated by us as such by telephonic or
written notice to you. This Agreement shall apply only to such companies,
series or classes so designated and offered and only such companies, series
or classes shall be considered to be Fidelity Advisor Funds.
(b) "Money Fund" shall mean Daily Money Fund, Daily Tax Exempt Money Fund
and any other open-end investment companies, series or (in the case of
companies or series offering multiple classes of shares) classes of one or
more of the foregoing, the shares of which from time to time shall be
offered by us as principal underwriter to you hereunder and which are
designated by us as such by telephonic or written notice to you. This
Agreement shall apply only to such companies, series or classes so
designated and offered and only such companies, series or classes shall be
considered to be Money Funds.
(c) "Portfolio" shall mean any one of the Fidelity Advisor Funds or Money
Funds.
(d) "Money Fund Shareholders" shall mean shareholders of the Money Funds
who have purchased such shares from you or have acquired shares of a Money
Fund by exchange of shares of a Fidelity Advisor Fund or another Money Fund
pursuant to this Agreement.
2. (a) In all resales to the public of shares of the Portfolios sold to
you by us (i) you shall sell at the applicable public offering price giving
effect, where applicable, to cumulative or quantity discounts or other
purchase programs, plans or services described in the then current
prospectus of the Portfolio whose shares are being resold, (ii) you shall
act as dealer, and (iii) your discount or concession, if any, with respect
to the resale shall be as set forth in the applicable schedule of discounts
or concessions issued by us and in effect at the time of the sale by us to
you of such shares or as set forth in the then current prospectus. Such
discount or concession schedules are subject to change or discontinuance by
us or the Portfolios from time to time as set forth in paragraph 7 below.
(b) In the case of a Portfolio which has adopted a plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 (a "Plan"), we may elect
from time to time to make distribution payments or service payments to you
as provided under such Plan. In the case of a Portfolio that has no
currently effective Plan, we or Fidelity Management & Research Company may
elect to make distribution payments or service payments to you from our own
funds. Any such distribution payments or service payments shall be made in
the amount and manner set forth in the applicable schedule of distribution
payments or service payments issued by us and then in effect or as set
forth in the then current prospectus. Such schedule of distribution
payments or service payments may be changed or discontinued by us from time
to time and shall be in effect with respect to a Portfolio which has a Plan
only so long as such Portfolio's Plan remains in effect.
3. (a) The placing of orders with us shall be governed by instructions
which we shall issue from time to time. Payment for shares shall be made
in New York or Boston Clearing House funds in accordance with such
instructions, but in no event to be received by us later than five business
days (as defined in the Portfolio's current prospectus) after our
acceptance of your order. If such payment is not received by us, we
reserve the right, without notice, forthwith to cancel the sale, or, at our
option, to sell the shares ordered back to the issuing Portfolio, in which
latter case we may hold you responsible for any loss, including loss of
profit, suffered by us as a result of your failure to make payment as
aforesaid.
(b) Certificates evidencing Portfolio shares shall be available only upon
request, and only upon payment for Portfolio shares in accordance with
paragraph 3(a) above. A confirmation statement evidencing purchase,
transfer, redemption, repurchase or sale ("Transaction") of Portfolio
shares shall be transmitted to you. Any Transaction in uncertificated
Portfolio shares, shall be effected and evidenced by book-entry on the
records maintained by Boston Financial Data Services, Inc. or such other
entity as we may appoint from time to time upon notice to you
(collectively, "BFDS").
(c) You designate BFDS to execute customers' Transactions in Portfolio
shares sold to you by us in accordance with the terms and provisions of any
account, program, plan or service established or used by your customers and
to confirm each such Transaction to your customers on your behalf, and at
the time of the Transaction you guarantee the legal capacity of your
customers so transacting in such shares and any co-owners of such shares.
(d) You may instruct BFDS to register shares purchased in your name and
account as nominee for your customers, in which event all prospectuses,
proxy statements, periodic reports and other printed material will be sent
to you and all confirmations and other communications to shareholders will
be transmitted to you. You shall be responsible for forwarding such
printed material, confirmations and communications, or the information
contained therein, to all customers for whom you hold such shares as
nominee. However, we or BFDS on behalf of itself or the Portfolios shall
be responsible for the costs associated with your forwarding such printed
material, confirmations and communications and shall reimburse you in full
for such costs. You shall also be responsible for complying with all
reporting and tax withholding requirements with respect to the customers
for whose account you are holding any shares as nominee. With respect to
customers other than such customers, you shall provide us with all
information (including, without limitation, certification of taxpayer
identification numbers and back-up withholding instructions) necessary or
appropriate for us to comply with legal and regulatory reporting
requirements.
(e) You shall be responsible for determining, in accordance with the then
current prospectus, whether, and the extent to which, a contingent deferred
sales charge is applicable to a purchase of shares from a customer for
whose account you are holding such shares as nominee; and you agree to
present immediately to us any contingent deferred sales charge to which
such purchase was subject. You hereby represent that if you hold shares
subject to such a charge, you have the capability to track and account for
such charge; and we reserve the right, at our discretion, to verify that
capability through inspection of your tracking and accounting system or
otherwise.
4. Upon request, we will furnish you a reasonable number of copies of the
then current prospectus and statement of additional information of each of
the Portfolios and the printed information referred to in paragraph 6 below
issued as supplements thereto.
5. (a) You represent that you are and will remain a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"),
and agree to abide by all of its rules and regulations including its Rules
of Fair Practice. Reference is hereby specifically made to Section 26,
Article III, of the Rules of Fair Practice of the NASD, which is
incorporated herein as if set forth in full. The termination of your
membership in the NASD or any violation of said Section 26 will immediately
and automatically terminate this Agreement.
(b) We shall not purchase Portfolio shares from the Portfolio except for
the purpose of covering purchase orders already received by us, and you
shall not purchase Portfolio shares from us other than for investment
except for the purpose of covering purchase orders already received by you.
(c) You shall not withhold placing customers' orders for Portfolio shares
so as to profit yourself as a result of such withholding, e.g., by virtue
of a change in the Portfolio's net asset value per share from that used in
determining the offering price to your customers.
(d) We shall not accept a conditional order for Portfolio shares on any
basis other than at a definite specified price.
(e) If, within seven business days after confirmation by us of your
original purchase order for shares of a Fidelity Advisor Fund, such shares
are repurchased by the issuing Fidelity Advisor Fund or by us for the
account of such Fidelity Advisor Fund or are tendered for redemption by the
customer, (i) you shall forthwith refund to us the full discount retained
by, or concession paid to, you on the original sale pursuant to paragraph
2(a) above and any distribution payments or service payments made to you
pursuant to paragraph 2(b) above and (ii) we shall forthwith pay to such
Fidelity Advisor Fund our share of any sales charge on the original sale by
us, and shall also pay such Fidelity Advisor Fund the refund received under
clause (i) when we receive it. You shall refund to the Fidelity Advisor
Fund immediately upon receipt the amount of any dividends or distributions
paid to you as nominee for your customers with respect to redeemed or
repurchased Fidelity Advisor Fund shares to the extent that the proceeds of
such redemption or repurchase may include the dividends or distributions
payable on such shares. In the case of certificated Fidelity Advisor Fund
shares, you shall be notified by us of such repurchase or redemption within
ten days of the date on which a properly executed share certificate and
stock power together with appropriate supporting papers is delivered to us
or to such Fidelity Advisor Fund; and in the case of uncertificated
Fidelity Advisor Fund shares, you shall be notified by us of such
repurchase or redemption within ten days of such repurchase or redemption.
Delivery to BFDS is delivery to the Fidelity Advisor Fund.
(f) In the event any adjustment in the discount retained by, or
concession paid to, you on any sale under paragraph 2(a) or in the
distribution payments or service payments made to you under paragraph 2(b)
shall result in an overpayment by us of such discount, concession or
payment, you shall forthwith remit such overpayment. The term "adjustment"
as used in the preceding sentence shall not include any changes in amounts
paid to, retained by, or due you caused by a change in or discontinuance of
such discounts, concessions, distribution payments or service payments (as
provided under paragraphs 2(a), 2(b) and 7) prior to the effective date of
such change or discontinuance of discounts, concessions, distribution
payments or service payments. You acknowledge that the foregoing shall in
no way limit our right to change or discontinue such discounts,
concessions, distribution payments or service payments as provided in
paragraphs 2 and 7 hereof, and that, after the effective date of a change
in or discontinuance by us of the discount or concession schedules or
distribution payments or service payments or termination of any Plan, any
such discounts or concessions under paragraph 2(a) or distribution payments
or service payments under paragraph 2(b) shall be in amounts and made in
accordance with such change, discontinuation or termination.
(g) Neither we nor you shall, as principal, purchase Portfolio shares
from a record holder at a price lower than the bid price (net asset value
less any applicable contingent deferred sales charge) next quoted by or for
the issuing Portfolio.
6. (a) In all sales of Portfolio shares to the public you shall act as a
dealer for your own account and in no transaction shall you have any
authority to act or hold yourself out as agent for us, or any Portfolio,
and nothing in this Agreement including the use of the words "discount,"
"concession" or "payment," shall cause you to be our partner, employee, or
agent or give you any authority to act for us or for any Portfolio.
Neither we nor any Portfolio shall be liable for any of your acts or
obligations as a dealer under this Agreement.
(b) No person is authorized to make any representations concerning
Portfolio shares except those contained in such Portfolio's then current
prospectus and statement of additional information and in such printed
information subsequently issued to you by us or by the Portfolios as a
supplement to such prospectus and statement of additional information. In
buying shares from us or selling shares to us hereunder, you shall rely
solely on the representations contained in the appropriate prospectus and
statement of additional information and in the supplemental information
referred to in the preceding sentence. We or the Portfolio shall bear the
expense of qualifying Portfolio shares under the securities laws of the
various states. Any printed information which we shall furnish you (other
than the Portfolios' prospectuses, statements of additional information,
periodic reports and supplemental information) is our sole responsibility
and not the responsibility of the respective Portfolios. You agree that
the Portfolios shall have no liability or responsibility to you with
respect to any such printed information. No sales literature or
advertising material (including material disseminated through radio,
television or other electronic media) concerning Portfolio shares, other
than such printed information, shall be used by you in connection with the
offer or sale of Portfolio shares without obtaining our prior written
approval. You shall not distribute or make available to investors any
printed information furnished by us which is marked "FOR DEALER USE ONLY"
or which otherwise indicates that it is confidential or not intended to be
distributed to investors.
(c) You will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies thereunder.
You will not offer shares of any Portfolio for sale unless such shares are
duly registered under the applicable state and federal statutes and the
rules and regulations thereunder.
7. All orders are subject to acceptance or rejection by us. We reserve
the right in our discretion, without notice, to suspend sales or to
withdraw the offering of Portfolio shares, in whole or in part, or to make
a limited offering of Portfolio shares. This Agreement, with respect to
any Plan as defined under paragraph 2(b) hereof, shall continue in force
for one year from the effective date, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically subject to termination without penalty at any time if a
majority of a Portfolio's Trustees who are not interested persons of the
Portfolio, as defined in the Investment Company Act of 1940, or a majority
of the outstanding shares of the Portfolio or class thereof, as applicable,
vote to terminate or not to continue such Plan. Either of us may cancel
this Agreement upon telephonic or written notice to the other. Upon
telephonic or written notice to you, we may also change, or amend any
provision of this Agreement. Upon telephonic or written notice to you, we
or any Portfolio may change, amend or discontinue any schedule or schedules
of discounts, concessions, distribution payments or service payments issued
by us from time to time and may issue a new or replacement schedule or
schedules of discounts, concessions, distribution payments or service
payments from time to time. You hereby agree that you shall have no vested
interest in any type, amount or rate of discount, concession, distribution
payment or service payment and that you shall have no claim against us or
any Portfolio by virtue of any change or diminution in the rate or amount
of, or discontinuance of, any discount, concession, distribution payment or
service payment in connection with the shares of any Portfolio.
8. We hereby agree that we shall not use any list of your customers which
may be obtained in connection with this Agreement for the purpose of
solicitation of any product or service without your express written
consent. However, nothing in this paragraph or otherwise shall be deemed
to prohibit or restrict us or our affiliates in any way from solicitations
of any product or service directed at, without limitation, the general
public, any segment thereof, or any specific individual, provided such
solicitation is not based upon such list.
9. You agree, in connection with any Portfolio(s) that offer multiple
classes of shares, (i) to comply with our policies regarding the sale of
classes of shares as provided to you from time to time, and (ii) to
disclose to investors that are eligible to purchase the other class(es) of
such Portfolio(s) (as set forth in the prospectus of the applicable
Portfolio) the availability of such other class(es).
10. Failure of either party to terminate this Agreement upon the
occurrence of any event set forth in this Agreement as a cause for
termination shall not constitute a waiver of the right to terminate this
Agreement at a later time on account of such occurrence.
11. In the event of a dispute, such dispute shall be settled by
arbitration before arbitrators sitting in Boston, Massachusetts in
accordance with the commercial rules then in effect at the National
Association of Securities Dealers, Inc. The arbitrators shall act by
majority decision, and their award may allocate attorneys' fees and
arbitration costs between the parties; such award shall be final and
binding between the parties and judgment thereon may be entered in any
court of competent jurisdiction.
12. All communications to us should be sent to us at our offices, 00
Xxxxxxxxxx Xxxxxx, Xxxx Xxxx X0X, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Broker
Dealer Services Group. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below. This Agreement
shall become binding as of the date when it is accepted and dated below by
us. This Agreement will terminate automatically in the event of its
assignment, as defined in the Investment Company Act of 1940. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
13. This Agreement supersedes and cancels all previous agreements between
us, whether oral or written.
Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION
Please return two signed copies of this Agreement to Fidelity Distributors
Corporation. Upon acceptance, one countersigned copy will be returned to
you for your files.
__________________________________
Name of Firm
Address: ___________________________
__________________________________
__________________________________
By _______________________________
Authorized Representative
__________________________________
Name and Title (please print or type)
CRD # ____________________________
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By ________________________________
Dated _________________
** NOTE: Discard this page and attach Schedule A to Selling Dealer
Agreement **
