SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-74808)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 37 [X]
and
REGISTRATION STATEMENT (No. 811-3320)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 37 [X]
Colchester Street Trust (formerly Fidelity Institutional Cash
Portfolios)
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(x) on May 29, 1998 pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed
post-effective amendment.
FIDELITY INSTITUTIONAL MONET MARKET FUNDS - CLASS I
FUNDS OF COLCHESTER STREET TRUST
CROSS REFERENCE SHEET
Form N-1A Item Number
Part
A Prospectus Caption
1 Cover Page
2 Expenses
3 a Financial Highlights
b *
c Performance
d Performance
4 a(i) Charter
(ii) Investment Principles and Risks; Securities and Investment
Practices
b Securities and Investment Practices
c Investment Principles and Risks; Securities and Investment
Practices
5 a Charter
b(i) Cover Page; FMR and Its Affiliates
b(ii) FMR and Its Affiliates; Charter; Breakdown of Expenses
b(iii) Expenses; Breakdown of Expenses
c,d Cover Page; Charter; Breakdown of
Expenses; FMR and Its Affiliates
e Expenses
f Expenses
g Expenses; FMR and Its Affiliates
5A *
6 a(i) Charter
a(ii) How to Buy Shares; How to Sell Shares; Transaction Details;
Exchange Restrictions
a(iii) *
b FMR and Its Affiliates
c Exchange Restrictions; Transaction Details
d *
e Cover Page; How to Buy Shares; How to Sell Shares; Investor
Services; Exchange Restrictions
f,g Dividends, Capital Gains, and Taxes
7 a Charter; Cover Page
b How to Buy Shares; Transaction Details;Expenses
c *
d How to Buy Shares
e *
f Expenses; Breakdown of Expenses
8 How to Sell Shares; Investor Services; Transaction Details;
Exchange Restrictions
9 *
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing,
or a copy of the Statement of Additional Information (SAI) dated May
29, 1998. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials
on the SEC's Internet Web Site (http://www.sec.gov). The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Client Services 82 Devonshire Street, Boston, MA 02109 at
1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS I
(FUND NUMBER 680)
TREASURY PORTFOLIO
CLASS I
(FUND NUMBER 695)
GOVERNMENT
PORTFOLIO
CLASS I
(FUND NUMBER 057)
DOMESTIC PORTFOLIO
CLASS I
(FUND NUMBER 690)
RATED MONEY
MARKET PORTFOLIO
CLASS I
(FUND NUMBER 052)
MONEY MARKET
PORTFOLIO
CLASS I
(FUND NUMBER 059)
TAX-EXEMPT
PORTFOLIO
CLASS I
(FUND NUMBER 056)
PROSPECTUS
MAY 29, 1998 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMI-PRO-0598
702218
CONTENTS
KEY FACTS 4 WHO MAY WANT TO INVEST
4 EXPENSES Class I's yearly operating
expenses.
7 FINANCIAL HIGHLIGHTS A summary of
each fund's financial data.
14 PERFORMANCE
THE FUNDS IN DETAIL 14 CHARTER How each fund is organized.
14 INVESTMENT PRINCIPLES AND RISKS Each
fund's overall approach to investing.
16 BREAKDOWN OF EXPENSES How
operating costs are calculated and what
they include.
YOUR ACCOUNT 18 HOW TO BUY SHARES Opening an
account and making additional
investments.
18 HOW TO SELL SHARES Taking money out
and closing your account.
19 INVESTOR SERVICES Services to help you
manage your account.
SHAREHOLDER AND ACCOUNT 19 DIVIDENDS, CAPITAL GAINS,
POLICIES AND TAXES
20 TRANSACTION DETAILS Share price
calculations and the timing of purchases
and redemptions.
21 EXCHANGE RESTRICTIONS
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio, Treasury Portfolio, and Government Portfolio
offers an added measure of safety with its focus on U.S. Government or
Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class II and Class III
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class I shares of a fund.
Sales charge on purchases and None
reinvested distributions
Deferred sales charge on redemptions None
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
Class I's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The following figures are based on historical expenses , adjusted to
reflect current fees, of Class I of each fund and are calculated
as a percentage of average net assets of Class I of each fund.
TREASURY ONLY PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
TREASURY PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
GOVERNMENT PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
DOMESTIC PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
RATED MONEY MARKET PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
MONEY MARKET PORTFOLIO
Management fee 0.18%A
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.18%A
TAX-EXEMPT PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) None
Other expenses 0.00%A
Total operating expenses 0.20%A
A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class I shares of a fund, assuming
a 5% annual return and full redemption at the end of each time period.
Total expenses shown below include any shareholder transaction
expenses and Class I's annual operating expenses.
1 3 5 10
Year Years Years Years
Treasury Only $ 2 $ 6 $ 11 $ 26
Treasury $ 2 $ 6 $ 11 $ 26
Government $ 2 $ 6 $ 11 $ 26
Domestic $ 2 $ 6 $ 11 $ 26
Rated Money Market $ 2 $ 6 $ 11 $ 2 6
Money Market $ 2 $ 6 $ 1 0 $ 23
Tax-Exempt $ 2 $ 6 $ 11 $ 26
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class I of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio ). If these agreements were not in
effect, the management fee, other expenses and total operating
expenses, as a percentage of average net assets, would have been the
following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Other Expenses Total Operating
Management Fee Expenses
Class I Class I Class I
Treasury Only Portfolio 0.20 % 0.09 % 0.29 %
Treasury Portfolio 0.20 % 0.05 % 0.25 %
Government Portfolio 0.20 % 0.05 % 0.25 %
Domestic Portfolio 0.20 % 0.06 % 0.26 %
Rated Money Market Portfolio 0.20 % 0.23 % B 0.43 %
Money Market Portfolio 0.20 % 0.05 % 0.25 %
Tax-Exempt Portfolio 0.20 % 0.06 % 0.26 %
</TABLE>
B BASED ON ESTIMATED EXPENSES DUE TO CHANGE IN MANAGEMENT FEE RATE
EFFECTIVE JANUARY 1, 1998.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market Portfolio
have been audited by Price Waterhouse LLP, independent accountants.
The financial highlights tables that follow for Treasury Only
Portfolio, Rated Money Market Portfolio and Tax-Exempt Portfolio have
been audited by Coopers & Lybrand L.L.P., independent accountants. The
funds' financial highlights, financial statements, and reports of the
auditors are included in the funds' Annual Report, and are
incorporated by reference into (are legally a part of) the funds' SAI.
Contact Fidelity Client Services (Client Services) for a free copy of
the Annual Report or the SAI.
TREASURY ONLY PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.Selected Per-Share Data and Ratios
2.Years ended March 31 1998 1997 1996 1995A 1994B 1993B 1992B 1991C
3.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
4.Income from Investment Operations
5. Net interest income .052 .050 .054 .033 .032 .031 .045 .055
6.Less Distributions
7. From net interest income (.052) (.050) (.054) (.033) (.032) (.031) (.045) (.055)
8.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
9.Total returnD 5.33% 5.17% 5.56% 3.38% 3.27% 3.10% 4.64% 5.63%
10.Net assets, end of period $ 943 $ 1,157 $ 1,361 $ 1,266 $ 1,049 $ 1,048 $ 1,198 $ 706
(In millions)
11.Ratio of expenses to average net .20%E .20%E .20%E .20%E,F .20%E .20%E .20%E .03%E,F
assets
12.Ratio of net interest income to 5.20% 5.05% 5.41% 5.02%F 3.22% 3.05% 4.43% 6.34%F
average net assets
</TABLE>
A AUGUST 1, 1994 TO MARCH 31, 1995
B YEAR ENDED JULY 31
C OCTOBER 3, 1990 (COMMENCEMENT OF SALE OF CLASS I SHARES) TO JULY 31,
1991
D TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
F ANNUALIZED
TREASURY PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13.Selected Per-Share Data and
Ratios
14.Years ended March 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31
15.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period
16.Income from
Investment Operations
17. Net interest income .054 .052 .056 .047 .030 .034 .053 .076 .088 .078
18.Less Distributions
19. From net interest (.054) (.052) (.056) (.047) (.030) (.034) (.053) (.076) (.088) (.078)
income
20.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
21.Total returnA 5.55% 5.30% 5.79% 4.78% 3.06% 3.46% 5.41% 7.87% 9.13% 8.11%
22.Net assets, end of $ 4,498 $ 5,598 $ 7,134 $ 4,688 $ 4,552 $ 5,590 $ 5,477 $ 3,282 $ 1,481 $ 658
period (In millions)
23.Ratio of expenses to .20%B .20%B .20%B .18%B .18%B .18%B .18%B .18%B .19%B .20%B
average net assets
24.Ratio of net interest 5.41% 5.17% 5.61% 4.71% 3.01% 3.38% 5.12% 7.50% 8.63% 7.92%
income to average net
assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
GOVERNMENT PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
25.Selected Per-Share Data and Ratios
26.Years ended March 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31
27.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period
28.Income from
Investment Operations
29. Net interest .055 .052 .057 .048 .031 .035 .054 .077 .088 .079
income
30.Less Distributions
31. From net interest (.055) (.052) (.057) (.048) (.031) (.035) (.054) (.077) (.088) (.079)
income
32.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
33.Total returnA 5.60% 5.37% 5.84% 4.86% 3.13% 3.56% 5.55% 7.94% 9.15% 8.19%
34.Net assets, end of $ 3,528 $ 2,811 $ 3,064 $ 3,321 $ 3,765 $ 5,686 $ 4,604 $ 3,614 $ 2,816 $ 1,918
period (In millions)
35.Ratio of expenses to .20%B .20%B .20%B .18%B .18%B .18%B .18%B .18%B .20%B .20%B
average net assets
36.Ratio of net interest 5.47% 5.25% 5.69% 4.77% 3.07% 3.50% 5.33% 7.62% 8.74% 7.90%
income to average net
assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
DOMESTIC PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
37.Selected Per-Share Data and Ratios
38.Years ended March 31 1998 1997 1996 1995 1994 1993 1992 1991 1990D
39.Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
40.Income from Investment
Operations
41. Net interest .055 .053 .057 .049 .031 .034 .054 .078 .035
income
42.Less Distributions
43. From net interest (.055) (.053) (.057) (.049) (.031) (.034) (.054) (.078) (.035)
income
44.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
45.Total returnB 5.64% 5.40% 5.85% 4.97% 3.14% 3.50% 5.50% 8.11% 3.52%
46.Net assets, end of period $ 1,171 $ 920 $ 1,118 $ 772 $ 657 $ 804 $ 559 $ 355 $ 331
(In millions)
47.Ratio of expenses to .20%C .20%C .20%C .18%C .18%C .18%C .18%C .18%C .06%A,C
average net assets
48.Ratio of net interest income 5.50% 5.26% 5.66% 4.94% 3.09% 3.43% 5.24% 7.79% 8.44%A
to average net assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D NOVEMBER 3, 1989 (COMMENCEMENT OF SALE OF CLASS I SHARES) TO MARCH
31, 1990
RATED MONEY MARKET PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
49.Selected Per-Share Data and Ratios
50.Years ended March 1998 1997 1996D 1995E 1994E 1993E 1992F 1991G 1990G 1989G 1988G
31
51.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period
52.Income from
Investment Operations
53. Net interest .055 .053 .032 .054 .033 .029 .034 .063 .080 .089 .070
income
54.Less Distributions
55. From net interest (.055) (.053) (.032) (.054) (.033) (.029) (.034) (.063) (.080) (.089) (.070)
income
56.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
57.Total returnB 5.64% 5.39% 3.21% 5.53% 3.34% 2.93% 3.44% 6.44% 8.27% 9.26% 7.27%
58.Net assets, end of $ 304 $ 313 $ 224 $ 301 $ 399 $ 611 $ 766 $ 852 $ 945 $ 1,274 $ 1,036
period (In millions)
59.Ratio of expenses .20%C .20%C .27%A,C .42% .42% .42% .42%A .42% .42% .42% .42%
to average net assets
60.Ratio of net 5.49% 5.26% 5.46%A 5.33% 3.24% 2.89% 4.04%A 6.38% 8.01% 8.91% 7.00%
interest income to
average net assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D SEPTEMBER 1, 1995 TO MARCH 31, 1996
E YEAR ENDED AUGUST 31
F NOVEMBER 1, 1991 TO AUGUST 31, 1992
G YEAR ENDED OCTOBER 31
MONEY MARKET PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
61.Selected Per-Share Data and Ratios
62.Years ended March 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31
63.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period
64.Income from
Investment Operations
65. Net interest income .055 .053 .057 .049 .032 .035 .055 .078 .089 .080
66.Less Distributions
67. From net interest (.055) (.053) (.057) (.049) (.032) (.035) (.055) (.078) (.089) (.080)
income
68.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
69.Total returnA 5.68% 5.43% 5.90% 4.99% 3.20% 3.58% 5.59% 8.13% 9.25% 8.35%
70.Net assets, end of $ 9,384 $ 8,714 $ 6,466 $ 5,130 $ 3,200 $ 4,333 $ 3,990 $ 4,707 $ 4,128 $ 2,627
period
(In millions)
71.Ratio of expenses to .18%B .18%B .18%B .18%B .18%B .18%B .18%B .18%B .20%B .20%B
average net assets
72.Ratio of net interest 5.54% 5.31% 5.73% 5.00% 3.15% 3.50% 5.42% 7.80% 8.82% 8.11%
income to average net
assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
TAX-EXEMPT PORTFOLIO - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
73.Selected Per-Share Data and Ratios
74.Years ended March 1998 1997 1996 1995D 1994E 1993E 1992E 1991E 1990E 1989E
31
75.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
beginning of period
76.Income from
Investment Operations
77. Net interest income .035 .033 .036 .027 .024 .026 .040 .053 .058 .058
78.Less Distributions
79. From net interest (.035) (.033) (.036) (.027) (.024) (.026) (.040) (.053) (.058) (.058)
income
80.Net asset value, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
end of period
81.Total returnB 3.60% 3.40% 3.70% 2.74% 2.44% 2.66% 4.02% 5.40% 6.00% 5.97%
82.Net assets, end of $ 2,136 $ 2,022 $ 1,807 $ 1,877 $ 2,391 $ 2,239 $ 2,557 $ 2,117 $ 1,985 $ 2,007
period (In millions)
83.Ratio of expenses to .20%C .20%C .19%C .18%A,C .18%C .18%C .18%C .18%C .20%C .20%C
average net assets
84.Ratio of net interest 3.54% 3.34% 3.64% 3.20%A 2.41% 2.62% 3.90% 5.28% 5.82% 5.80%
income to average net
assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D JUNE 1, 1994 TO MARCH 31, 1995
E YEAR ENDED MAY 31
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust, an open-end management
investment company organized as a Delaware business trust on June 20,
1991.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc.(FIMM), located in
Merrimack, New Hampshire, has primary responsibility for providing
investment management services.
As of March 31, 1998, FMR advised funds having approximately 36
million shareholder accounts with a total value of more than
$ 589 billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class I of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Rated Money Market Portfolio, and Money Market Portfolio
(the Taxable Funds). UMB Bank, n.a. (UMB) is the transfer agent for
Tax-Exempt Portfolio, and is located at 1010 Grand Avenue, Kansas
City, Missouri. UMB employs FIIOC to perform transfer agent servicing
functions for Class I of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM. Members of
the Edward C. Johnson 3d family are the predominant owners of a class
of shares of common stock representing approximately 49% of the voting
power of FMR Corp. Under the Investment Company Act of 1940 (the 1940
Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form
a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities. The fund does not enter into repurchase
agreements or reverse repurchase agreements. The fund will invest in
those securities whose interest is specifically exempt from state and
local income taxes under federal law; such interest is not exempt from
federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities and repurchase agreements for these securities.
The fund does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic issuers, including U.S. Government securities and repurchase
agreements. Securities are "highest-quality" if rated in the highest
rating category by at least two nationally recognized rating services,
or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also
may enter into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of
current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities. The fund invests
only in U.S. dollar-denominated money market securities of domestic
and foreign issuers rated in the highest rating category by at least
two nationally recognized rating services, U.S. Government securities,
and repurchase agreements. The fund also may enter into reverse
repurchase agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of
current income that is free from federal income tax
while maintaining a stable $1.00 share price by investing in
high-quality, short-term municipal securities of all types, including
securities structured so that they are eligible investments for the
fund. The fund invests in municipal money market securities rated in
the highest category by at least one nationally recognized rating
service and in one of the two highest categories by another rating
service if rated by more than one, or, if unrated, determined to be of
equivalent quality to the highest rating category by FMR. FMR normally
invests the fund's assets so that at least 80% of the fund's income
distributions is free from federal income tax. The fund does not
currently intend to purchase municipal securities whose interest is
subject to the federal alternative minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor
their yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help
the fund achieve its goal. Fund holdings are detailed in each
fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
Money market securities may be structured to be or may
employ a trust or other form so that they are eligible
investments for money market funds. If a structure fails to
function as intended, adverse tax or investment consequences may
result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio will invest more than 25% of its total
assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfolio will not invest in a money market
fund. Tax-Exempt Portfolio does not currently intend to invest in
repurchase agreements. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio, and Money Market Portfolio do not currently intend to
invest in a money market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one industry
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio may not invest more than 5% of their total
assets in any one issuer, except that each fund may invest up to 25%
of its total assets in the highest quality securities of a single
issuer for up to three business days. These limitations do not apply
to U.S. Government securities or to securities of other
investment companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates , or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.
RESTRICTIONS: Each of Government Portfolio, Domestic Portfolio, Rated
Money Market Portfolio, and Money Market Portfolio may borrow only for
temporary or emergency purposes, or engage in reverse repurchase
agreements, but not in an amount exceeding 331/3% of its total assets.
Each of Treasury Only Portfolio, Treasury Portfolio, and Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
LENDING . A fund may lend money to other funds advised by FMR
or its affiliates .
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, and Tax-Exempt Portfolio do not lend money to
other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income as is
consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio, Domestic Portfolio,
Rated Money Market Portfolio, and Money Market Portfolio seeks to
obtain as high a level of current income as is consistent with the
preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of interest
income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
would be invested in the securities of any one issuer. This limitation
does not apply to U.S. Government securities or to securities of other
investment companies.
Each of Domestic Portfolio, Rated Money Market Portfolio and Money
Market Portfolio will invest more than 25% of its total assets in
obligations of companies in the financial services industry.
Each of Government Portfolio, Domestic Portfolio, Rated Money
Market Portfolio, and Money Market Portfolio may borrow only for
temporary or emergency purposes, or engage in reverse repurchase
agreements, but not in an amount exceeding 331/3% of its total assets.
Tax-Exempt Portfolio may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total
assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio
and Rated Money Market Portfolio, respectively, each paid FMR a
management fee at an annual rate of 0.42% of its average net assets
and FMR paid all of the other expenses of each fund with limited
exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and
FMR Texas Inc., the predecessor company to FIMM, annualized fees
equal to 0.12% and 0.10%, respectively of Treasury Only
Portfolio's, 0.10% and 0.10%, respectively of Treasury
Portfolio's, 0.10% and 0.10%, respectively of Government
Portfolio's, 0.10% and 0.10%, respectively of Domestic
Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money
Market Portfolio's, and 0.10% and 0.10%, respectively of
Tax-Exempt Portfolio's average net assets for the fiscal year ended
March 31, 1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class I of the Taxable Funds. Fidelity Service
Company, Inc. (FSC) calculates the net asset value per share (NAV) and
dividends for Class I of the Taxable Funds and maintains the general
accounting records for each Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets)
for the Taxable Funds amounted to the following.
Transfer Agency Pricing and
Fees Paid by Bookkeeping
Class I Fees Paid by
Fund
Treasury Only Portfolio 0.04 % * 0.01 %*
Treasury Portfolio 0.03 % 0.01 %
Government Portfolio 0.03 % 0.01 %
Domestic Portfolio 0.04 % 0.01 %
Rated Money Market Portfolio 0.03 % * 0.02 %*
Money Market Portfolio 0.02 % 0.01 %
* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class I of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for Class
I of Tax-Exempt Portfolio and maintains the general accounting records
for Tax-Exempt Portfolio. Under the terms of the sub-agreements, FIIOC
and FSC receive all related fees paid to UMB by Class I of Tax-Exempt
Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets)
for Tax-Exempt Portfolio amounted to the following.
Transfer Agency Pricing and
Fees Paid by Bookkeeping
Class I Fees Paid by
Fund
Tax-Exempt Portfolio 0.03 % 0.01 %
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class I of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Each
plan recognizes that FMR may use its management fee revenues, as well
as its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with the distribution of Class I
shares. FMR, directly or through FDC, may make payments to third
parties, such as banks or broker-dealers, that engage in the sale of,
or provide shareholder support services for, the funds' Class I
shares. Currently, the Board of Trustees of each fund has authorized
such payments.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class I is the class's NAV. Each fund is
managed to keep its NAV stable at $1.00. Class I shares are sold
without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form. Class I's NAV is normally calculated
each business day at the time indicated in the table below.
Fund NAV Calculation Times
(Eastern Time)
Treasury Only Portfolio 2:00 p.m.
Treasury Portfolio 5:00 p.m.
Government Portfolio 5:00 p.m.
Domestic Portfolio 5:00 p.m.
Rated Money Market Portfolio 5:00 p.m.
Money Market Portfolio 3:00 p.m.
Tax-Exempt Portfolio 12:00 noon
Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt the management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the clos e of
business on the day you place your order.
Share certificates are not available for Class I shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001. There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on the day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
*THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR
MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class I is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Class I's NAV is normally calculated
eac h business day at the times indicated in the table on page
.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of
busines s on the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 18 .
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is received
in proper form by the transfer agent before the NAV is calculated,
redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for large
redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However , dividends relating to Class I shares redeemed
if you close your account during the month may be
distributed on the day your account is closed . Each fund
reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class I offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class I NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt Portfolio
earns is distributed to shareholders as income dividends. Interest
that is federally tax-free remains tax-free when it is distributed.
Distributions from the Taxable Funds, however, are subject to federal
income tax and may also be subject to state or local taxes. If you
live outside the United States, your distributions from these funds
could also be taxed by the country in which you reside.
For federal tax purposes, income and short-term capital gains from
each Taxable Fund are distributed as dividends and taxed as ordinary
income; capital gain distributions, if any, are taxed as
long-term capital gains.
However, for shareholders of Tax-Exempt Portfolio, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100 % of Treasury Only
Portfolio's , 25.20 % of Treasury Portfolio's and 18.44 %
of Government Portfolio's income distributions were derived from
interest on U.S. Government securities which is generally exempt from
state income tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
A portion of Tax-Exempt Portfolio's dividends may be free from state
or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to help you
calculate your taxes.
During the fiscal year ended March 31, 1998, 100 % of Tax-Exempt
Portfolio's income dividends was free from federal income tax
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that the Federal
Reserve Bank of Kansas City (Kansas City Fed) (for Tax-Exempt
Portfolio ) or the Federal Reserve Bank of New York (New York Fed)
(for the Taxable Funds), the NYSE and the principal bond markets (as
recommended by the Bond Market Association) are open. The
following holiday closings have been scheduled for 1998: New Year's
Day, Martin Luther King's Birthday, Presidents' Day , Good
Friday, Memorial Day, Independence Day (observed) , Labor Day,
Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day.
Although FMR expects the same holiday schedule to be observed in the
future, at any time the Kansas City Fed, the New York Fed or the
NYSE may modify its holiday schedule or the Bond Market Association
may modify its recommendation.
To the extent that portfolio securities are traded in other markets on
days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be affected on
days when investors do not have access to the fund to purchase or
redeem shares. Certain Fidelity funds may follow different holiday
closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class I of
each fund is computed by adding Class I's pro rata share of the value
of the fund's investments, cash, and other assets, subtracting Class
I's pro rata share of the value of the fund's liabilities, subtracting
the liabilities allocated to Class I, and dividing the result by the
number of Class I shares of that fund that are outstanding. Each fund
values its portfolio securities on the basis of amortized cost. This
method minimizes the effect of changes in a security's market value
and helps each fund maintain a stable $1.00 share price.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to redeem and
exchange by telephone, call Fidelity Client Services for instructions.
Additional documentation may be required from corporations,
associations, and certain fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY , you are
urged to initiate all trades as early in the day as possible and to
notify Fidelity Client Services in advance of large transactions.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form. Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper form by
the close of the Federal Reserve Wire System on the day of
purchase , you could be liable for any losses or fees a fund or the
transfer agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page
and (ii) the fund's designated wire bank receives the wire in
proper form before the close of the Federal Reserve Wire System on
that day.
(small solid bullet) On any day the principal bond markets close
early, as recommended by the Bond Market Association, or the Kansas
City Fed (for Tax-Exempt Portfolio) or the New York Fed (for the
Taxable Funds) close early, a class may advance the time on that day
by which purchase orders must be placed so that shares earn dividends
on the day of purchase.
Fund Dividend Times
(Eastern Time)
Treasury Only Portfolio 2:00 p.m.
Treasury Portfolio 5:00 p.m.
Government Portfolio 5:00 p.m.
Domestic Portfolio 5:00 p.m.
Rated Money Market Portfolio 5:00 p.m.
Money Market Portfolio 3:00 p.m.
Tax-Exempt Portfolio 12:00 noon
The income declared for Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Rated Money Market Portfolio is based on
estimates of net investment income for the fund. Actual income may
differ from estimates, and differences, if any, will be included in
the calculation of subsequent dividends.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form.
Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of redemption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after
which shares earn dividends through the day of redemption.
Under such circumstances, shares redeemed on a Friday or prior to a
holiday continue to earn dividends until the next business day.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends and holidays),
when trading on the NYSE is restricted, or as permitted by the
SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class I shares
of any fund offered through this prospectus at no charge for Class I
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001 .
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 18 .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES , Class I shares will
be redeemed at the next determined NAV after your order is received in
proper form. Shares of the fund to be acquired will be purchased at
its next determined NAV after redemption proceeds are made available.
You should note that, under certain circumstances, a fund may take up
to seven days to make redemption proceeds available for the exchange
purchase of shares of another fund. In addition, please note the
following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into
must be available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class ,
read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.
This prospectus is printed on recycled paper using soy-based
inks.
FIDELITY INSTITUTIONAL MONET MARKET FUNDS - CLASS II
FUNDS OF COLCHESTER STREET TRUST
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Expenses
3 a Financial Highlights
b *
c Performance
d Performance
4 a(i) Charter
(ii) Investment Principles and Risks; Securities and Investment
Practices
b Securities and Investment Practices
c Investment Principles and Risks; Securities and Investment
Practices
5 a Charter
b(i) Cover Page; FMR and Its Affiliates
b(ii) FMR and Its Affiliates; Charter; Breakdown of Expenses
b(iii) Expenses; Breakdown of Expenses
c,d Cover Page; Charter; Breakdown of Expenses; FMR and Its
Affiliates
e Expenses
f Expenses
g Expenses; FMR and Its Affiliates
5A *
6 a(i) Charter
a(ii) How to Buy Shares; How to Sell Shares; Transaction Details;
Exchange Restrictions
a(iii) *
b FMR and Its Affiliates
c Exchange Restrictions; Transaction Details
d *
e Cover Page; How to Buy Shares; How to Sell Shares; Investor
Services; Exchange Restrictions
f,g Dividends, Capital Gains, and Taxes
7 a Charter; Cover Page
b How to Buy Shares; Transaction Details;Expenses
c *
d How to Buy Shares
e *
f Expenses; Breakdown of Expenses
8 How to Sell Shares; Investor Services; Transaction Details;
Exchange Restrictions
9 *
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio
listing , or a copy of the Statement of Additional Information
(SAI) dated May 29, 1998 . The SAI has been filed with the
Securities and Exchange Commission (SEC) and is available along with
other related materials on the SEC's Internet Web Site
(http://www.sec.gov). The SAI is incorporated herein by reference
(legally forms a part of the prospectus). For a free copy of either
document, contact Fidelity Client Services 82 Devonshire Street,
Boston, MA 02109 at 1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMII-PRO-0598
702221
PROSPECTUS
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS II
(FUND NUMBER 542)
TREASURY PORTFOLIO
CLASS II
(FUND NUMBER 600)
GOVERNMENT
PORTFOLIO
CLASS II
(FUND NUMBER 604)
DOMESTIC PORTFOLIO
CLASS II
(FUND NUMBER 692)
RATED MONEY
MARKET PORTFOLIO
CLASS II
(FUND NUMBER 619)
MONEY MARKET
PORTFOLIO
CLASS II
(FUND NUMBER 541)
TAX-EXEMPT PORTFOLIO
CLASS II
(FUND NUMBER 544)
MAY 29, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
KEY FACTS 4 WHO MAY WANT TO INVEST
4 EXPENSES Class II's yearly operating
expenses.
6 FINANCIAL HIGHLIGHTS A summary of
each fund's financial data.
13 PERFORMANCE
THE FUNDS IN DETAIL 13 CHARTER How each fund is organized.
13 INVESTMENT PRINCIPLES AND RISKS Each
fund's overall approach to investing.
15 BREAKDOWN OF EXPENSES How
operating costs are calculated and what
they include.
YOUR ACCOUNT 17 HOW TO BUY SHARES Opening an
account and making additional
investments.
17 HOW TO SELL SHARES Taking money out
and closing your account.
18 INVESTOR SERVICES Services to help you
manage your account.
SHAREHOLDER AND ACCOUNT 18 DIVIDENDS, CAPITAL GAINS, AND TAXES
POLICIES
19 TRANSACTION DETAILS Share price
calculations and the timing of purchases
and redemptions.
19 EXCHANGE RESTRICTIONS
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio , Treasury Portfolio and
Government Portfolio offers an added measure of safety with its
focus on U.S. Government or Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class I and Class III
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class II shares of a fund.
Sales charge on purchases and None
reinvested distributions
Deferred sales charge on redemptions None
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
12b-1 fees are paid by Class II of each fund to the distributor for
services and expenses in connection with the distribution of Class II
shares of each fund.
Class II's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page 16 ).
The following figures are based on historical expenses ,
adjusted to reflect current fees, of Class II of each fund and
are calculated as a percentage of average net assets of Class II of
each fund .
TREASURY ONLY PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00% A
Total operating expenses 0.35%A
TREASURY PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00%A
Total operating expenses 0.35%A
GOVERNMENT PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00%A
Total operating expenses 0.35%A
DOMESTIC PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00%A
Total operating expenses 0.35%A
RATED MONEY MARKET PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00% A
Total operating expenses 0.35%A
MONEY MARKET PORTFOLIO
Management fee 0.18%A
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00%A
Total operating expenses 0.33%A
TAX-EXEMPT PORTFOLIO
Management fee 0.20%
12b-1 fee (Distribution Fee) 0.15%
Other expenses 0.00%A
Total operating expenses 0.35%A
A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class II shares of a fund, assuming
a 5% annual return and full redemption at the end of each time period.
Total expenses shown below include any shareholder transaction
expenses and Class II's annual operating expenses.
1 3 5 10
Year Years Years Years
Treasury Only $ 4 $ 11 $ 20 $ 44
Treasury $ 4 $ 11 $ 20 $ 44
Government $ 4 $ 11 $ 20 $ 44
Domestic $ 4 $ 11 $ 20 $ 44
Rated Money Market $ 4 $ 11 $ 20 $ 44
Money Market $ 3 $ 11 $ 19 $ 42
Tax-Exempt $ 4 $ 11 $ 20 $ 44
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT
TO SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY
VARY .
FMR has voluntarily agreed to reimburse Class II of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees) , as
a percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfoli o ) . If these agreements were
not in effect, the management fee, other expenses and total operating
expenses, as a percentage of average net assets, would have been the
following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Management Fee Other Expenses Total Operating
Class II Class II Expenses
Class II
Treasury Only Portfolio 0.20% 0.11 % 0.46 %
Treasury Portfolio 0.20% 0.07 % 0.42 %
Government Portfolio 0.20% 0.12 % 0.47 %
Domestic Portfolio 0.20 % 0.21 % 0.56 %
Rated Money Market Portfolio 0.20 % 0.23%B 0.58 %
Money Market Portfolio 0.20 % 0.10 % 0.45 %
Tax-Exempt Portfolio 0.20 % 0.18 % 0.53 %
</TABLE>
B BASED ON ESTIMATED EXPENSES DUE TO CHANGE IN MANAGEMENT FEE RATE
EFFECTIVE JANUARY 1, 1998.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market Portfolio
have been audited by Price Waterhouse LLP, independent accountants.
The financial highlights tables that follow for Treasury Only
Portfolio, Rated Money Market Portfolio and Tax-Exempt
Portfolio have been audited by Coopers & Lybrand L.L.P.,
independent accountants. The funds' financial highlights, financial
statements, and reports of the auditors are included in the funds'
Annual Report, and are incorporated by reference into (are legally a
part of) the funds' SAI. Contact Fidelity Client Services (Client
Services) for a free copy of the Annual Report or the SAI.
TREASURY ONLY PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
85.Selected Per-Share Data and Ratios
86.Years ended March 31 1998 1997 1996A
87.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
88.Income from Investment Operations
89. Net interest income .051 .049 .020
90.Less Distributions
91. From net interest income (.051) (.049) (.020)
92.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
93.Total returnB 5.18% 5.01% 2.04%
94.Net assets, end of period (000 omitted) $ 36,847 $ 56,502 $ 102
95.Ratio of expenses to average net assets .35%C .35%C .35%C,E
96.Ratio of expenses to average net assets after expense
reductions .35% .34%D .35%E
97.Ratio of net interest income to average net assets 5.05% 4.94% 5.03%E
</TABLE>
F NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
G TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
H FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
I FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.
J ANNUALIZED
TREASURY PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
98.Selected Per-Share Data and Ratios
99.Years ended March 31 1998 1997 1996A
100.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
101.Income from Investment Operations
102. Net interest income .053 .050 .021
103.Less Distributions
104. From net interest income (.053) (.050) (.021)
105.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
106.Total returnB 5.40% 5.14% 2.14%
107.Net assets, end of period (000 omitted) $ 410,383 $ 89,801 $ 40,470
108.Ratio of expenses to average net assets .35%C .35%C .35%C,D
109.Ratio of net interest income to average net assets 5.25% 5.01% 5.18%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
GOVERNMENT PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
110.Selected Per-Share Data and Ratios
111.Years ended March 31 1998 1997 1996A
112.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
113.Income from Investment Operations
114. Net interest income .053 .051 .021
115.Less Distributions
116. From net interest income (.053) (.051) (.021)
117.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
118.Total returnB 5.45% 5.22% 2.16%
119.Net assets, end of period (000 omitted) $ 151,951 $ 108,636 $ 102
120.Ratio of expenses to average net assets .35%C .35%C .35%C,D
121.Ratio of net interest income to average net assets 5.32% 5.10% 5.33%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
DOMESTIC PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
122.Selected Per-Share Data and Ratios
123.Years ended March 31 1998 1997 1996A
124.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
125.Income from Investment Operations
126. Net interest income .054 .051 .021
127.Less Distributions
128. From net interest income (.054) (.051) (.021)
129.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
130.Total returnB 5.49% 5.24% 2.15%
131.Net assets, end of period (000 omitted) $ 34,455 $ 4,235 $ 2,105
132.Ratio of expenses to average net assets .35%C .35%C .35%C,D
133.Ratio of net interest income to average net assets 5.36% 5.10% 5.20%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
RATED MONEY MARKET PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
134.Selected Per-Share Data and Ratios
135.Years ended March 31 1998 1997 1996A
136.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
137.Income from Investment Operations
138. Net interest income .053 .051 .021
139.Less Distributions
140. From net interest income (.053) (.051) (.021)
141.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
142.Total returnB 5.48% 5.23% 2.15%
143.Net assets, end of period (000 omitted) $ 23,321 $ 14,166 $ 4,709
144.Ratio of expenses to average net assets .35%C .35%C .35%C,D
145.Ratio of net interest income to average net assets 5.37% 5.14% 5.06%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
MONEY MARKET PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
146.Selected Per-Share Data and Ratios
147.Years ended March 31 1998 1997 1996A
148.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
149.Income from Investment Operations
150. Net interest income .054 .051 .022
151.Less Distributions
152. From net interest income (.054) (.051) (.022)
153.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
154.Total returnB 5.52% 5.27% 2.17%
155.Net assets, end of period (000 omitted) $ 85,990 $ 167,583 $ 64,200
156.Ratio of expenses to average net assets .33%C .33%C .33%C,D
157.Ratio of net interest income to average net assets 5.39% 5.16% 5.29%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
TAX-EXEMPT PORTFOLIO - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C> <C>
158.Selected Per-Share Data and Ratios
159.Years ended March 31 1998 1997 1996A
160.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
161.Income from Investment Operations
162. Net interest income .034 .032 .013
163.Less Distributions
164. From net interest income (.034) (.032) (.013)
165.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
166.Total returnB 3.44% 3.25% 1.34%
167.Net assets, end of period (000 omitted) $ 30,829 $ 60,247 $ 968
168.Ratio of expenses to average net assets .35%C .35%C .35%C,D
169.Ratio of net interest income to average net assets 3.41% 3.21% 3.17%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust , an open-end
management investment company organized as a Delaware business trust
on June 20, 1991.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee
the funds' activities, review contractual arrangements with companies
that provide services to the funds, and review the funds' performance.
The trustees serve as trustees for other Fidelity funds. The
majority of trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled
to is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), located in
Merrimack, New Hampshire, has primary responsibility for providing
investment management services.
As of March 31, 1998, FMR advised funds having approximately
36 million shareholder accounts with a total value of more than
$589 billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class II of Treasury
Only Portfolio, Treasury Portfolio , Government
Portfolio , Domestic Portfolio , Rated Money Market
Portfolio, and Money Market Portfolio (the Taxable
Funds ). UMB Bank, n.a. (UMB) is the transfer agent for
Tax-Exempt Portfolio , and is located at 1010 Grand Avenue,
Kansas City, Missouri. UMB employs FIIOC to perform transfer agent
servicing functions for Class II of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM .
Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of
the voting power of FMR Corp. Under the Investment Company Act of 1940
(the 1940 Act), control of a company is presumed where one individual
or group of individuals owns more than 25% of the voting stock of that
company; therefore, the Johnson family may be deemed under the 1940
Act to form a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York .
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities. The fund does not enter into repurchase
agreements or reverse repurchase agreements. The fund will invest in
those securities whose interest is specifically exempt from state and
local income taxes under federal law; such interest is not exempt from
federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities and repurchase agreements for these securities.
The fund does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities . The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic issuers, including U.S. Government securities and repurchase
agreements. Securities are "highest-quality" if rated in the highest
rating category by at least two nationally recognized rating services,
or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also
may enter into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of
current income while maintaining a stable $1.00 share price
by investing in high-quality, short-term securities. The fund
invests only in U.S. dollar-denominated money market securities of
domestic and foreign issuers rated in the highest rating category by
at least two nationally recognized rating services, U.S. Government
securities, and repurchase agreements. The fund also may enter into
reverse repurchase agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current
income that is free from federal income tax while maintaining a stable
$1.00 share price by investing in high-quality, short-term municipal
securities of all types, including securities structured so that they
are eligible investments for the fund. The fund invests in
municipal money market securities rated in the highest category by at
least one nationally recognized rating service and in one of the two
highest categories by another rating service if rated by more than
one, or, if unrated, determined to be of equivalent quality to the
highest rating category by FMR and may invest in securities
structured so that they are eligible investments for the fund. FMR
n ormally invests the fund's assets so that at least 80% of the
fund's income distributions is free f rom federal income
tax. The fund does not currently intend to purchase municipal
securities whose interest is subject to the federal alternative
minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor
their yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help
the fund achieve its goal. Fund holdings are detailed in each
fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
Money market securities may be structured to be or may
employ a trust or other form so that they are eligible
investments for money market funds. If a structure fails to
function as intended, adverse tax or investment consequences may
result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing,
transportation, and utilities, the municipal markets can be affected
by conditions in those sectors. In addition, all municipal securities
may be affected by uncertainties regarding their tax status,
legislative changes, or rights of municipal securities holders. A
municipal security may be owned directly or through a participation
interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS : A fund may not purchase a security if, as a
result, more than 10% of its assets would be invested in illiquid
securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market
Portfolio and Money Market Portfolio will invest more than
25% of its total assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfolio will not invest in a money
market fund. Tax-Exempt Portfolio does not currently intend to
invest in repurchase agreements. Treasury Only Portfolio,
Treasury Portfolio , Government Portfolio, D omestic
Portfolio , Rated Money Market Portfolio, and Money
Market Portfolio do not currently intend to invest in a money
market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one industry
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio , Rated Money Market
Portfoli o and Money Market Portfolio may not invest more
than 5% of their total assets in any one issuer, except that each fund
may invest up to 25% of its total assets in the highest quality
securities of a single issuer for up to three business days. These
limitations do not apply to U.S. Government securities or to
securities of other investment companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio
may not purchase a security if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total
assets in tax-free securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates , or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.
RESTRICTIONS: Each of Government Portfolio , Domestic
Portfolio , Rated Money Market Portfolio , and Money
Market Portfolio may borrow only for temporary or emergency
purposes, or engage in reverse repurchase agreements, but not in an
amount exceeding 331/3% of its total assets. Each of Treasury Only
Portfolio, Treasury Portfolio and Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% of its total assets.
LENDING A fund may lend money to other funds advised by FMR or its
affiliates .
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio , Treasury
Portfolio , Government Portfolio , and Tax-Exempt
Portfolio do not lend money to other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income
as is consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio ,
Domestic Portfolio, Rated Money Market Portfolio , and
Money Market Portfolio seeks to obtain as high a level of
current income as is consistent with the preservation of principal and
liquidity within the limitations prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of
interest income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio
may not purchase a security if, as a result, more than 5% of its
total assets would be invested in the securities of any one issuer.
This limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Each of Domestic Portfolio , Rated Money Market Portfolio
and Money Market Portfolio will invest more than 25% of its
total assets in obligations of companies in the financial services
industry.
Each of Government Portfolio , Domestic Portfolio , Rated
Money Market Portfolio and Money Market Portfolio may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 331/3% of its
total assets. Tax-Exempt Portfolio may borrow only for temporary or
emergency purposes, but not in an amount exceeding 331/3% of its total
assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page 16 .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net
assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio
and Rated Money Market Portfolio, respectively, each paid FMR a
management fee at an annual rate of 0.42% of its average net assets
and FMR paid all of the other expenses of each fund with limited
exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and FMR
Texas Inc., the predecessor company to FIMM, annualized fees equal to
0.12% and 0.10%, respectively of Treasury Only Portfolio's, 0.10% and
0.10%, respectively of Treasury Portfolio's, 0.10% and 0.10%,
respectively of Government Portfolio's, 0.10% and 0.10%, respectively
of Domestic Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money Market
Portfolio's, and 0.10% and 0.10%, respectively o f Tax-Exempt
Portfolio's average net assets for the fiscal year ended March 31,
1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class II of the Taxable Funds . Fidelity
Service Company, Inc. (FSC) calculates the net asset value per share
(NAV) and dividends for Class II of the Taxable Funds and
maintains the general accounting records for each Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and
pricing and bookkeeping fees paid (as a percentage of average net
assets) for the Taxable Funds amounted to the following.
<TABLE>
<CAPTION>
<S> <C> <C>
Transfer Pricing and
Agency Bookkeeping
Fees Paid Fees Paid by
by Class II Fund
Treasury Only Portfolio 0.03 % * 0.01 % *
Treasury Portfolio 0.03 % 0.01 %
Government Portfolio 0.03 % 0.00 %
Domestic Portfolio 0.05 % 0.01 %
Rated Money Market Portfolio 0.00 % * 0.02 % *
Money Market Portfolio 0.02 % 0.01 %
</TABLE>
* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class II of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for Class
II of Tax-Exempt Portfolio and maintains the general accounting
records for Tax-Exempt Portfolio. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
Class II of Tax-Exempt Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and
pricing and bookkeeping fees paid (as a percentage of average net
assets) for Tax-Exempt Portfolio amounted to the following.
Transfer Agency Pricing and
Fees Paid by Bookkeeping
Class II Fees Paid by
Fund
Tax-Exempt Portfolio 0.03 % 0.01 %
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class II of each fund has adopted a DISTRIBUTION AND SERVICE PLAN.
Under the plans, Class II of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class II shares. Class II of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.15% of its average net assets throughout the month.
The Class II plans specifically recognize that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with the
distribution of Class II shares, including payments made to investment
professionals that provide shareholder support services or engage in
the sale of Class II shares. Currently, the Board of Trustees of each
fund has authorized such payments.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class II is the class's NAV. Each fund
is managed to keep its NAV stable at $1.00. Class II shares are sold
without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form . Class II's NAV is normally
calculated each business day at the time indicated in the table below.
Fund NAV Calculation
Times
(Eastern Time)
Treasury Only Portfolio 2:00 p.m.
Treasury Portfolio 5:00 p.m.
Government Portfolio 5:00 p.m.
Domestic Portfolio 5:00 p.m.
Rated Money Market Portfolio 5:00 p.m.
Money Market Portfolio 3:00 p.m.
Tax-Exempt Portfolio 12:00 noon
Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page 21 . Purchase orders may be refused if, in FMR's
opinion, they would disrupt the management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business
on the day you place your order.
Share certificates are not available for Class II shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001. There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent
at the applicable fund's designated wire bank before the close of the
Federal Reserve Wire System on the day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF
YOUR AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET
FUNDS IS GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT
SERVICES FOR MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class II is the class's
NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form . Class II's NAV is normally
calculated each business day at the times indicated in the
table on page .
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of
business on the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at
least $1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 38 .
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is
received in proper form by the transfer agent before the NAV is
calculated, redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for
large redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However, dividends relating to Class II shares redeemed if
you close yo ur account during the month may be distributed on
the day your a ccount is closed. Each fund reserves the right to
limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class II offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class II NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt
Portfolio earns is distributed to shareholders as income
dividends. Interest that is federally tax-free remains tax-free when
it is distributed. Distributions from the Taxable Funds, however, are
subject to federal income tax and may also be subject to state or
local taxes. If you live outside the United States, your distributions
from these funds could also be taxed by the country in which you
reside.
For federal tax purposes, income and short-term capital gains
from each Taxable Fund are distributed as dividends and taxed as
ordinary income ; capital gain distributions, if any, are taxed
as long-term capital gains.
However, for shareholders of Tax-Exempt Portfolio , gain on the
sale of tax-free bonds results in taxable distributions. Short-term
capital gains and a portion of the gain on bonds purchased at a
discount are distributed as dividends and taxed as ordinary income;
capital gain distributions, if any, are taxed as long-term capital
gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100% of Treasury Only
Portfolio's, 25.20% of Treasury Portfolio's and 18.44% of Government
Portfolio's, income distributions were derived from interest on
U.S. Government securities which is generally exempt from state income
tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement
showing the tax characterization of distributions paid to you
in the previous year.
A portion of Tax-Exempt Portfolio's dividends may be free from
state or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to
help you calculate your taxes.
During the fiscal year ended March 31, 1998, 100% of Tax-Exempt
Portfolio's income dividends was free from federal income tax
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that the Federal Reserve Bank
of Kansas City (Kansas City Fed) (for Tax-Exempt Portfolio ) or
the Federal Reserve Bank of New York (New York Fed) (for the Taxable
Funds), the NYSE and the principal bond markets (as recommended by
the Bond Market Association) are open. The following holiday
closings have been scheduled for 1998: New Year's Day, Martin Luther
King's Birthday, Presidents' Day , Good Friday, Memorial Day,
Independence Day (observed) , Labor Day, Columbus Day, Veterans
Day, Thanksgiving Day, and Christmas Day. Although FMR expects the
same holiday schedule to be observed in the future, at any time the
Kansas City Fed, the New York Fed or the NYSE may modify its holiday
schedule or the Bond Market Association may modify its
recommendation.
To the extent that portfolio securities are traded in other markets on
days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be
affected on days when investors do not have access to the fund to
purchase or redeem shares. Certain Fidelity funds may follow different
holiday closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class II of
each fund is computed by adding Class II's pro rata share of the value
of the fund's investments, cash, and other assets, subtracting Class
II's pro rata share of the value of the fund's liabilities,
subtracting the liabilities allocated to Class II, and dividing the
result by the number of Class II shares of that fund that are
outstanding. Each fund values its portfolio securities on the basis of
amortized cost. This method minimizes the effect of changes in a
security's market value and helps each fund maintain a stable $1.00
share price.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR
ELECTRONICALLY . Fidelity will not be responsible for any losses
resulting from unauthorized transactions if it follows reasonable
security procedures designed to verify the identity of the
investor . Fidelity will request personalized security codes or
other information, and may also record calls. For transactions
conducted through the Internet, Fidelity recommends the use of an
Internet browser with 128-bit encryption. You should verify the
accuracy of your confirmation statements immediately after you
receive them . If you do not want the ability to redeem and
exchange by telephone, call Fidelity Client Services for instructions.
Additional documentation may be required from corporations,
associations, and certain fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify
Fidelity Client Services in advance of large transactions.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form . Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper
form by the close of the Federal Reserve Wire System on the day
of purchase, you could be liable for any losses or fees a fund
or the transfer agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page and (ii)
the fund's designated wire bank receives the wire in proper form
before the close of the Federal Reserve Wire System on that day.
(small solid bullet) On any day that the principal bond markets
close early, as recommended by the Bond Market Association, or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may advance the time on that
day by which purchase orders must be placed so that shares earn
dividends on the day of purchase.
Fund Dividend Times
(Eastern Time)
Treasury Only Portfolio 2:00 p.m.
Treasury Portfolio 5:00 p.m.
Government Portfolio 5:00 p.m.
Domestic Portfolio 5:00 p.m.
Rated Money Market Portfolio 5:00 p.m.
Money Market Portfolio 3:00 p.m.
Tax-Exempt Portfolio 12:00 noon
The income declared for Treasury Portfolio , Government
Portfolio , Domestic Portfolio and Rated Money Market
Portfolio is based on estimates of net investment income for the
fund. Actual income may differ from estimates, and differences, if
any, will be included in the calculation of subsequent dividends.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper
form . Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of redemption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after which
shares earn dividends through the day of redemption. Under such
circumstances, shares redeemed on a Friday or prior to a holiday
continue to earn dividends until the next business day.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the
SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class II shares
of any fund offered through this prospectus at no charge for Class II
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001.
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 38 .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class II shares will be
redeemed at the next determined NAV after your order is received in
proper form . Shares of the fund to be acquired will be purchased
at its next determined NAV after redemption proceeds are made
available. You should note that, under certain circumstances, a fund
may take up to seven days to make redemption proceeds available for
the exchange purchase of shares of another fund. In addition, please
note the following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY INSTITUTIONAL MONET MARKET FUNDS - CLASS III
FUNDS OF COLCHESTER STREET TRUST
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Expenses
3 a Financial Highlights
b *
c Performance
d Performance
4 a(i) Charter
(ii) Investment Principles and Risks; Securities and Investment
Practices
b Securities and Investment Practices
c Investment Principles and Risks; Securities and Investment
Practices
5 a Charter
b(i) Cover Page; FMR and Its Affiliates
b(ii) FMR and Its Affiliates; Charter; Breakdown of Expenses
b(iii) Expenses; Breakdown of Expenses
c,d Cover Page; Charter; Breakdown of Expenses; FMR and Its
Affiliates
e Expenses
f Expenses
g Expenses; FMR and Its Affiliates
5A *
6 a(i) Charter
a(ii) How to Buy Shares; How to Sell Shares; Transaction Details;
Exchange Restrictions
a(iii) *
b FMR and Its Affiliates
c Exchange Restrictions; Transaction Details
d *
e Cover Page; How to Buy Shares; How to Sell Shares; Investor
Services; Exchange Restrictions
f,g Dividends, Capital Gains, and Taxes
7 a Charter; Cover Page
b How to Buy Shares; Transaction Details;Expenses
c *
d How to Buy Shares
e *
f Expenses; Breakdown of Expenses
8 How to Sell Shares; Investor Services; Transaction Details;
Exchange Restrictions
9 *
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio
listing , or a copy of the Statement of Additional Information
(SAI) dated May 29, 1998 . The SAI has been filed with the
Securities and Exchange Commission (SEC) and is available along with
other related materials on the SEC's Internet Web Site
(http://www.sec.gov). The SAI is incorporated herein by reference
(legally forms a part of the prospectus). For a free copy of either
document, contact Fidelity Client Services 82 Devonshire Street,
Boston, MA 02109 at 1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMIII-PRO-0598
702323
PROSPECTUS
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS III
(FUND NUMBER 543)
TREASURY PORTFOLIO
CLASS III
(FUND NUMBER 696)
GOVERNMENT
PORTFOLIO
CLASS III
(FUND NUMBER 657)
DOMESTIC PORTFOLIO
CLASS III
(FUND NUMBER 691)
RATED MONEY
MARKET PORTFOLIO
CLASS III
(FUND NUMBER 652)
MONEY MARKET
PORTFOLIO
CLASS III
(FUND NUMBER 659)
TAX-EXEMPT
PORTFOLIO
CLASS III
(FUND NUMBER 684)
MAY 29, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
KEY FACTS 2 WHO MAY WANT TO INVEST
3 EXPENSES CLASS III'S YEARLY OPERATING
EXPENSES.
6 FINANCIAL HIGHLIGHTS A SUMMARY OF
EACH FUND'S FINANCIAL DATA.
13 PERFORMANCE
THE FUNDS IN DETAIL 13 CHARTER HOW EACH FUND IS ORGANIZED.
13 INVESTMENT PRINCIPLES AND RISKS EACH
FUND'S OVERALL APPROACH TO INVESTING.
16 BREAKDOWN OF EXPENSES HOW
OPERATING COSTS ARE CALCULATED AND WHAT
THEY INCLUDE.
YOUR ACCOUNT 17 HOW TO BUY SHARES OPENING AN
ACCOUNT AND MAKING ADDITIONAL
INVESTMENTS.
18 HOW TO SELL SHARES TAKING MONEY OUT
AND CLOSING YOUR ACCOUNT.
18 INVESTOR SERVICES SERVICES TO HELP YOU
MANAGE YOUR ACCOUNT.
SHAREHOLDER AND ACCOUNT 18 DIVIDENDS, CAPITAL GAINS, AND TAXES
POLICIES
19 TRANSACTION DETAILS SHARE PRICE
CALCULATIONS AND THE TIMING OF PURCHASES
AND REDEMPTIONS.
20 EXCHANGE RESTRICTIONS
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio , Treasury Portfolio and
Government Portfolio offers an added measure of safety with its
focus on U.S. Government or Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class I and Class II
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class III shares of a fund.
SALES CHARGE ON PURCHASES AND NONE
REINVESTED DISTRIBUTIONS
DEFERRED SALES CHARGE ON REDEMPTIONS NONE
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
12b-1 fees are paid by Class III of each fund to the distributor for
services and expenses in connection with the distribution of Class III
shares of each fund
Class III's expenses are factored into its share price or dividends
and are not charged directly to shareholder accounts (see "Breakdown
of Expenses" on page ).
The following figures are based on historical expenses ,
adjusted to reflect current fees, of Class III of each fund and are
calculated as a percentage of average net assets of Class III of each
fund.
TREASURY ONLY PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
TREASURY PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
GOVERNMENT PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
DOMESTIC PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
RATED MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.18%A
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.43%A
TAX-EXEMPT PORTFOLIO
MANAGEMENT FEE 0.20%
12B-1 FEE (DISTRIBUTION FEE) 0.25%
OTHER EXPENSES 0.00%A
TOTAL OPERATING EXPENSES 0.45%A
A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class III shares of a fund,
assuming a 5% annual return and full redemption at the end of each
time period. Total expenses shown below include any shareholder
transaction expenses and Class III's annual operating expenses.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
TREASURY ONLY $ 5 $ 14 $ 25 $ 57
TREASURY $ 5 $ 14 $ 25 $ 57
GOVERNMENT $ 5 $ 14 $ 25 $ 57
DOMESTIC $ 5 $ 14 $ 25 $ 57
RATED MONEY MARKET $ 5 $ 14 $ 25 $ 57
MONEY MARKET $ 4 $ 14 $ 24 $ 54
TAX-EXEMPT $ 5 $ 14 $ 25 $ 57
</TABLE>
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class III of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees) , as
a percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio) . If these agreements were not in
effect, the management fee, other expenses and total operating
expenses, as a percentage of average net assets, would have been the
following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MANAGEMENT FEE OTHER EXPENSES TOTAL OPERATING
CLASS III CLASS III EXPENSES
CLASS III
TREASURY ONLY PORTFOLIO 0.20 % 0.14 % 0.59 %
TREASURY PORTFOLIO 0.20 % 0.05 % 0.50 %
GOVERNMENT PORTFOLIO 0.20 % 0.12 % 0.57 %
DOMESTIC PORTFOLIO 0.20 % 0.11 % 0.56 %
RATED MONEY MARKET PORTFOLIO 0.20 % 0.23 %B 0.68 %
MONEY MARKET PORTFOLIO 0.20 % 0.07 % 0.52 %
TAX-EXEMPT PORTFOLIO 0.20 % 0.17 % 0.62 %
</TABLE>
B BASED ON ESTIMATED EXPENSES DUE TO CHANGE IN MANAGEMENT FEE RATE
EFFECTIVE JANUARY 1, 1998.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury
Portfolio , Government Portfolio , Domestic
Portfolio and Money Market Portfolio have been audited
by Price Waterhouse LLP, independent accountants. The financial
highlights tables that follow for Treasury Only Portfolio ,
Rated Money Market Portfolio and Tax-Exempt Portfolio
have been audited by Coopers & Lybrand L.L.P., independent
accountants. The funds' financial highlights, financial statements,
and reports of the auditors are included in the funds' Annual Report,
and are incorporated by reference into (are legally a part of) the
funds' SAI. Contact Fidelity Client Services (Client Services) for a
free copy of the Annual Report or the SAI.
TREASURY ONLY PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1.SELECTED PER-SHARE DATA AND RATIOS 2. 3.
4.YEARS ENDED MARCH 31 1998 1997 1996A
5.NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000
6.INCOME FROM INVESTMENT OPERATIONS
7. NET INTEREST INCOME .050 .048 .020
8.LESS DISTRIBUTIONS
9. FROM NET INTEREST INCOME (.050) (.048) (.020)
10.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000
11.TOTAL RETURNB 5.07% 4.90% 2.00%
12.NET ASSETS, END OF PERIOD (000 OMITTED) $ 100,465 $ 36,006 $ 4,097
13.RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D
14.RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 4.96% 4.82% 4.86%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
TREASURY PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
15.SELECTED PER-SHARE DATA AND
RATIOS
16.YEARS ENDED MARCH 31 1998 1997 1996 1995 1994A
17.NET ASSET VALUE, BEGINNING OF
PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
18.INCOME FROM INVESTMENT OPERATIONS
19. NET INTEREST INCOME .052 .049 .054 .044 .012
20.LESS DISTRIBUTIONS
21. FROM NET INTEREST INCOME (.052) (.049) (.054) (.044) (.012)
22.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
23.TOTAL RETURNB 5.29% 5.03% 5.50% 4.45% 1.21%
24.NET ASSETS, END OF PERIOD (IN
MILLIONS) $ 2,999 $ 3,624 $ 1,435 $ 586 $ 5
25.RATIO OF EXPENSES TO AVERAGE NET
ASSETS .45%C .45%C .46%C .50%C .50%C,D
26.RATIO OF NET INTEREST INCOME TO
AVERAGE NET 5.17% 4.93% 5.28% 4.91% 2.69%D
ASSETS
</TABLE>
A OCTOBER 22, 1993 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
GOVERNMENT PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
27.SELECTED PER-SHARE DATA AND RATIOS
28.YEARS ENDED MARCH 31 1998 1997 1996 1995A
29.NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000
30.INCOME FROM INVESTMENT OPERATIONS
31. NET INTEREST INCOME .052 .050 .054 .045
32.LESS DISTRIBUTIONS
33. FROM NET INTEREST INCOME (.052) (.050) (.054) (.045)
34.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000
35.TOTAL RETURNB 5.34% 5.11% 5.58% 4.57%
36.NET ASSETS, END OF PERIOD (000 OMITTED) $ 674,582 $ 658,964 $ 194,489 $ 40,516
37.RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C .43%C,D
38.RATIO OF NET INTEREST INCOME TO AVERAGE NET
ASSETS 5.21% 5.00% 5.30% 5.13%D
</TABLE>
A APRIL 4, 1994 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
DOMESTIC PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
39.SELECTED PER-SHARE DATA AND RATIOS
40.YEARS ENDED MARCH 31 1998 1997 1996 1995A
41.NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000
42.INCOME FROM INVESTMENT OPERATIONS
43. NET INTEREST INCOME .053 .050 .054 .035
44.LESS DISTRIBUTIONS
45. FROM NET INTEREST INCOME (.053) (.050) (.054) (.035)
46.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000
47.TOTAL RETURNB 5.38% 5.13% 5.56% 3.51%
48.NET ASSETS, END OF PERIOD (000 OMITTED) $ 73,298 $ 121,709 $ 47,396 $ 26,545
49.RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .47%C .50%C,D
50.RATIO OF NET INTEREST INCOME TO AVERAGE NET
ASSETS 5.26% 5.02% 5.40% 5.14%D
</TABLE>
A JULY 19, 1994 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
RATED MONEY MARKET PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C>
51.SELECTED PER-SHARE DATA AND RATIOS
52.YEARS ENDED MARCH 31 1998 1997 1996A
53.NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000
54.INCOME FROM INVESTMENT OPERATIONS
55. NET INTEREST INCOME .052 .050 .021
56.LESS DISTRIBUTIONS
57. FROM NET INTEREST INCOME (.052) (.050) (.021)
58.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000
59.TOTAL RETURNB 5.38% 5.12% 2.11%
60.NET ASSETS, END OF PERIOD (000 OMITTED) $ 75,380 $ 16,651 $ 1,610
61.RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D
62.RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.29% 5.03% 5.01%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
MONEY MARKET PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
63.SELECTED PER-SHARE DATA AND
RATIOS
64.YEARS ENDED MARCH 31 1998 1997 1996 1995 1994A
65.NET ASSET VALUE, BEGINNING
OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
66.INCOME FROM INVESTMENT
OPERATIONS
67. NET INTEREST INCOME .053 .050 .055 .046 .011
68.LESS DISTRIBUTIONS
69. FROM NET INTEREST
INCOME (.053) (.050) (.055) (.046) (.011)
70.NET ASSET VALUE, END OF
PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
71.TOTAL RETURNB 5.41% 5.17% 5.61% 4.66% 1.08%
72.NET ASSETS, END OF PERIOD
(000 OMITTED) $ 487,808 $ 444,048 $ 229,530 $ 457,286 $ 89,463
73.RATIO OF EXPENSES TO AVERAGE
NET ASSETS .43%C .43%C .45%C .50%C .50%C,D
74.RATIO OF NET INTEREST INCOME
TO AVERAGE NET 5.28% 5.06% 5.46% 4.94% 2.83%D
ASSETS
</TABLE>
A NOVEMBER 17, 1993 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
TAX-EXEMPT PORTFOLIO - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C>
75.SELECTED PER-SHARE DATA AND RATIOS
76.YEARS ENDED MARCH 31 1998 1997 1996A
77.NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000
78.INCOME FROM INVESTMENT OPERATIONS
79. NET INTEREST INCOME .033 .031 .013
80.LESS DISTRIBUTIONS
81. FROM NET INTEREST INCOME (.033) (.031) (.013)
82.NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000
83.TOTAL RETURNB 3.34% 3.14% 1.30%
84.NET ASSETS, END OF PERIOD (000 OMITTED) $ 37,272 $ 26,313 $ 988
85.RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D
86.RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 3.28% 3.09% 3.00%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust , an open-end
management investment company organized as a Delaware business trust
on June 20, 1991 .
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee
the funds' activities, review contractual arrangements with companies
that provide services to the funds, and review the funds' performance.
The trustees serve as trustees for other Fidelity funds . The
majority of trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled
to is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), located in
Merrimack, New Hampshire , has primary responsibility for providing
investment management services.
As of March 31, 1998 , FMR advised funds having approximately
36 million shareholder accounts with a total value of more than
$ 589 billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class III of Treasury
Only Portfolio , Treasury Portfolio , Government
Portfolio , Domestic Portfolio , Rated Money Market
Portfolio , and Money Market Portfolio (the Taxable
Funds) . UMB Bank, n.a. (UMB) is the transfer agent for Tax-Exempt
Portfolio , and is located at 1010 Grand Avenue, Kansas City,
Missouri. UMB employs FIIOC to perform transfer agent servicing
functions for Class III of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM .
Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of
the voting power of FMR Corp. Under the Investment Company Act of 1940
(the 1940 Act), control of a company is presumed where one individual
or group of individuals owns more than 25% of the voting stock of that
company; therefore, the Johnson family may be deemed under the 1940
Act to form a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of
current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities. The fund invests
only in U.S. Treasury securities. The fund does not enter into
repurchase agreements or reverse repurchase agreements. The fund will
invest in those securities whose interest is specifically exempt from
state and local income taxes under federal law; such interest is not
exempt from federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities and repurchase agreements for these securities.
The fund does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of
current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities. The fund invests
only in U.S. Government securities and repurchase agreements for these
securities. The fund also may enter into reverse repurchase
agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic issuers, including U.S. Government securities and repurchase
agreements. Securities are "highest-quality" if rated in the highest
rating category by at least two nationally recognized rating services,
or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also
may enter into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level
of current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities. The fund invests
only in U.S. dollar-denominated money market securities of domestic
and foreign issuers rated in the highest rating category by at least
two nationally recognized rating services, U.S. Government securities,
and repurchase agreements. The fund also may enter into reverse
repurchase agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income
that is free from federal income tax while maintaining a stable $1.00
share price by investing in high-quality, short-term municipal
securities of all types, including securities structured so that they
are eligible investments for the fund. The fund invests in municipal
money market securities rated in the highest category by at least one
nationally recognized rating service and in one of the two highest
categories by another rating service if rated by more than one, or, if
unrated, determined to be of equivalent quality to the highest rating
category by FMR and may invest in securities structured so that they
are eligible investments for the fund. FMR normally invests the fund's
assets so that at least 80% of the fund's income distributions is free
from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor
their yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help
the fund achieve its goal. Fund holdings are detailed in each
fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
Money market securities may be structured to be or
may employ a trust or other form so that they are
eligible investments for money market funds. If a structure
fails to function as intended, adverse tax or investment
consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care , housing,
transportation, and utilities, the municipal markets can be affected
by conditions in those sectors. In addition, all municipal
securities may be affected by uncertainties regarding their tax
status, legislative changes, or rights of municipal securities
holders. A municipal security may be owned directly or through a
participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio , Rated Money Market
Portfolio and Money Market Portfolio will invest more
than 25% of its total assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfoli o will not invest in a money
market fund. Tax-Exempt Portfolio does not currently intend to
invest in repurchase agreements. Treasury Only Portfolio,
Treasury Portfolio , Government Portfolio , Domestic
Portfolio , Rated Money Market Portfolio , and Money
Market Portfolio do not currently intend to invest in a money
market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one industry
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market
Portfoli o and Money Market Portfolio may not invest more
than 5% of their total assets in any one issuer, except that each fund
may invest up to 25% of its total assets in the highest quality
securities of a single issuer for up to three business days. These
limitations do not apply to U.S. Government securities or to
securities of other investment companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio
may not purchase a security if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total
assets in tax-free securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates , or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.
RESTRICTIONS: Each of Government Portfolio , Domestic
Portfolio , Rated Money Market Portfolio and Money Market
Portfolio may borrow only for temporary or emergency purposes,
or engage in reverse repurchase agreements, but not in an amount
exceeding 331/3% of its total assets. Each of Treasury Only
Portfolio , Treasury Portfolio and Tax-Exemp t
Portfolio may borrow only for temporary or emergency purposes, but
not in an amount exceeding 331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR or its
affiliates .
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio , Treasury
Portfolio , Government Portfolio , and Tax-Exempt
Portfolio do not lend money to other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income
as is consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio ,
Domestic Portfolio , Rated Money Market Portfolio , and
Money Market Portfolio seeks to obtain as high a level of
current income as is consistent with the preservation of principal and
liquidity within the limitations prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of
interest income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio
may not purchase a security if, as a result, more than 5% of its
total assets would be invested in the securities of any one issuer.
This limitation does not apply to U.S. Government s ecurities
or to securities of other investment companies.
Each of Domestic Portfolio , Rated Money Market Portfoli o
and Money Market Portfolio will invest more than 25% of its
total assets in obligations of companies in the financial services
industry.
Each of Government Portfolio , Domestic Portfolio , Rated
Money Market Portfoli o and Money Market Portfolio may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 331/3% of its
total assets. Tax-Exempt Portfolio may borrow only for
temporary or emergency purposes, but not in an amount exceeding 331/3%
of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated at any time without notice, can
decrease a fund's expense and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net
assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio
and Rated Money Market Portfolio, respectively, each paid FMR a
management fee at an annual rate of 0.42% of its average net assets
and FMR paid all of the other expenses of each fund with limited
exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and FMR
Texas Inc., the predecessor company to FIMM annualized fees equal to
0.12% and 0.10%, respectively of Treasury Only Portfolio's, 0.10% and
0.10%, respectively of Treasury Portfolio's, 0.10% and 0.10%,
respectively of Government Portfolio's, 0.10% and 0.10%, respectively
of Domestic Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money Market
Portfolio's, and 0.10% and 0.10%, respectively of Tax-Exempt
Portfolio's average net assets for the fiscal year ended March 31,
1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class III shares of the Taxable Funds .
Fidelity Service Company, Inc. (FSC) calculates the net asset value
per share (NAV) and dividends for Class III of t he Taxable Funds
an d maintains the general accounting re cords for each
Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and
pricing and bookkeeping fees paid (as a percentage of average net
assets) for the Taxable Funds amounted to the following.
TRANSFER PRICING AND
AGENCY FEES BOOKKEEPING
PAID BY FEES PAID BY
CLASS III FUND
TREASURY ONLY PORTFOLIO 0.03%* 0.01%
TREASURY PORTFOLIO 0.02% 0.01%
GOVERNMENT PORTFOLIO 0.03% 0.01%
DOMESTIC PORTFOLIO 0.03% 0.01%
RATED MONEY MARKET PORTFOLIO 0.0 2 % * 0.0 2 % *
MONEY MARKET PORTFOLIO 0.03% 0.01%
* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class III of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for
Class III of Tax-Exempt Portfolio and maintains the general accounting
records for Tax-Exempt Portfolio. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
Class III of Tax-Exempt Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and
pricing and bookkeeping fees paid (as a percentage of average net
assets) for Tax-Exempt Portfolio amounted to the following.
TRANSFER AGENCY PRICING AND
FEES PAID BY BOOKKEEPING
CLASS III FEES PAID BY
FUND
TAX-EXEMPT PORTFOLIO 0.03% 0.01%
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class III of each fund has adopted a DISTRIBUTION AND SERVICE PLAN.
Under the plans, Class III of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class III shares. Class III of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.25% of its average net assets throughout the month.
The Class III plans specifically recognize that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with the
distribution of Class III shares, including payments made to
investment professionals that provide shareholder support services or
engage in the sale of Class III shares. Currently, the Board of
Trustees of each fund has authorized such payments.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class III is the class's NAV.
Each fund is managed to keep its NAV stable at $1.00. Class III
shares are sold without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form . Class III's NAV is normally
calculated each business day at the time indicated in the table below.
FUND NAV CALCULATION
TIMES
(EASTERN TIME)
TREASURY ONLY PORTFOLIO 2:00 P.M.
TREASURY PORTFOLIO 5:00 P.M.
GOVERNMENT PORTFOLIO 5:00 P.M.
DOMESTIC PORTFOLIO 5:00 P.M.
RATED MONEY MARKET PORTFOLIO 5:00 P.M.
MONEY MARKET PORTFOLIO 3:00 P.M.
TAX-EXEMPT PORTFOLIO 12:00 NOON
Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of
business on the day you place your order.
Share certificates are not available for Class III shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001 . There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent
at the applicable fund's designated wire bank before the close of the
Federal Reserve Wire System on th e day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF
YOUR AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET
FUNDS IS GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT
SERVICES FOR MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class III is the class's
NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form . Class III's NAV is normally
calculated each business day at the times indicated in the
table on page .
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of
business on the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at
least $1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 17 .
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is received
in proper form by the transfer agent before the NAV is
calculated , redemption proceeds will normally be wired on that
day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for
large redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However, dividends relating to Class III shares redeemed if you
close your account during the month may be distributed on the
day your account is closed. Each fund reserves the right to limit this
service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class III offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class III NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt
Portfolio earns is distributed to shareholders as income
dividends. Interest that is federally tax-free remains tax-free when
it is distributed. Distributions from the Taxable Funds, however, are
subject to federal income tax and may also be subject to state or
local taxes. If you live outside the United States, your distributions
from these funds could also be taxed by the country in which you
reside.
For federal tax purposes, income and short-term capital gains
from the Taxable Funds are distributed as dividends and taxed as
ordinary income ; capital gain distributions, if any, are taxed
as long-term capital gains.
However, for shareholders of Tax-Exempt Portfolio , gain on the
sale of tax-free bonds results in taxable distributions. Short-term
capital gains and a portion of the gain on bonds purchased at a
discount are distributed as dividends and taxed as ordinary income;
capital gain distributions, if any, are taxed as long-term capital
gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100% of Treasury Only
Portfolio's, 25.20% of Treasury Portfolio's and 18.44% of Government
Portfolio's, income distributions were derived from interest on
U.S. Government securities which is generally exempt from state income
tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement
showing the tax characterization of distributions paid to you
in the previous year.
A portion of Tax-Exempt Portfolio's dividends may be free from
state or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to
help you calculate your taxes.
During the fiscal year ended March 31, 1998, 100% of Tax-Exempt
Portfolio' s income dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that both the Federal
Reserve Bank of Kansas City (Kansas City Fed) (for Tax-Exempt
Portfolio) or the Federal Reserve Bank of New York (New York Fed) (for
the Taxable Funds), the NYSE and the principal bond markets (as
recommended by the Bond Market Association) are open. The following
holiday closings have been scheduled for 1998: New Year's Day, Martin
Luther King's Birthday, Presidents' Day, Good Friday, Memorial Day,
Independence Day (observed), Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedule to be observed in the future, at any time the Kansas
City Fed, the New York Fed or the NYSE may modify its holiday schedule
or the Bond Market Association may modify its recommendation.
To the extent that portfolio securities are traded in other markets
on days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be affected on
days when investors do not have access to the fund to purchase or
redeem shares. Certain Fidelity funds may follow different holiday
closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class III of
each fund is computed by adding Class III's pro rata share of the
value of the fund's investments, cash, and other assets, subtracting
Class III's pro rata share of the value of the fund's liabilities,
subtracting the liabilities allocated to Class III, and dividing the
result by the number of Class III shares of that fund that are
outstanding. Each fund values its portfolio securities on the basis of
amortized cost. This method minimizes the effect of changes in a
security's market value and helps each fund maintain a stable $1.00
share price.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to
certify that your social security or taxpayer identification number is
correct and that you are not subject to 31% backup withholding for
failing to report income to the IRS. If you violate IRS regulations,
the IRS can require a fund to withhold 31% of your taxable
distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR
ELECTRONICALLY . Fidelity will not be responsible for any losses
resulting from unauthorized transactions if it follows reasonable
security procedures designed to verify the identity of the investor.
Fidelity will request personalized security codes or other
information, and may also record calls. For transactions conducted
through the Internet, Fidelity recommends the use of an Internet
browser with 128-bit encryption. You should verify the accuracy of
your confirmation statements immediately after you receive them. If
you do not want the ability to redeem and exchange by telephone, call
Fidelity Client Services for instructions. Additional documentation
may be required from corporations, associations, and certain
fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify
Fidelity Client Services in advance of large transactio ns.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form . Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper form
by the close of the Federal Reserve Wire System on the day of
purchase , you could be liable for any losses or fees a fund or the
transfer agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page 30 and
(ii) the fund's designated wire bank receives the wire in proper form
before the close of the Federal Reserve Wire System on that day.
(small solid bullet) On any day the principal bond markets close
early, as recommended by the Bond Market Association, or the Kansas
City Fed (for Tax-Exempt Portfolio) or the New York Fed (for the
Taxable Funds) close early, a class may advance the time on that day
by which purchase orders must be placed so that shares earn dividends
on the day of purchase.
FUND DIVIDEND TIMES
(EASTERN TIME)
TREASURY ONLY PORTFOLIO 2:00 P.M.
TREASURY PORTFOLIO 5:00 P.M.
GOVERNMENT PORTFOLIO 5:00 P.M.
DOMESTIC PORTFOLIO 5:00 P.M.
RATED MONEY MARKET PORTFOLIO 5:00 P.M.
MONEY MARKET PORTFOLIO 3:00 P.M.
TAX-EXEMPT PORTFOLIO 12:00 NOON
The income declared for Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Rated Money Market Portfolio is based on
estimates of net investment income for the fund. Actual income may
differ from estimates, and differences, if any, will be included in
the calculation of subsequent dividends .
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper
form . Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of re demption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after which
shares earn dividends through the day of redemption. Under such
circumstances, shares redeemed on a Friday or prior to a holiday
continue to earn dividends until the next business day.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the
SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class III shares
of any fund offered through this prospectus at no charge for Class III
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001 .
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 17 .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class III shares will be
redeemed at the next determined NAV after your order is received in
proper form . Shares of the fund to be acquired will be purchased
at its next determined NAV after redemption proceeds are made
available. You should note that, under certain circumstances, a fund
may take up to seven days to make redemption proceeds available for
the exchange purchase of shares of another fund. In addition, please
note the following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into must
be available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class
read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY INSTITUTIONAL MONET MARKET FUNDS - CLASS I, CLASS II AND
CLASS III
FUNDS OF COLCHESTER STREET TRUST
CROSS REFERENCE SHEET
Part B Statement of Additional Information
10 a,b Cover Page
11 Table of Contents
12 Description of Trust
13 a,b,c Investment Policies and Limitations
d *
14 a,b,c Trustees and Officers
15 a *
b *
c Trustees and Officers
16 a(i) FMR
a(ii) Trustees and Officers
a(iii),b Management Contracts
c *
d Management Contracts
e *
f Distribution and Service Plans
g *
h Description of the Trust
i Contracts with FMR Affiliates
17 a Portfolio Transactions
b *
c Portfolio Transactions
d,e *
18 a Description of the Trust
b *
19 a Additional Purchase, Exchange, and Redemption Information
b Valuation
c *
20 Distributions and Taxes
21 a(i,ii) Contracts with FMR Affiliates; Distribution and Service
Plans
a(iii),b,c *
22 Performance
23 Financial Statements
*Not Applicable
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
TREASURY ONLY PORTFOLIO , TREASURY PORTFOLIO , GOVERNMENT
PORTFOLIO , DOMESTIC PORTFOLIO , RATED MONEY MARKET
PORTFOLIO , MONEY MARKET PORTFOLIO , AND TAX-EXEMPT
PORTFOLIO
FUNDS OF COLCHESTER STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
MAY 29, 1998
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectuses
(dated May 29, 1998 ). Please retain this document for future
reference. The funds' Annual Report is a separate document supplied
with this SAI. To obtain a free additional copy of a Prospectus or an
Annual Report, please call Fidelity Client Services (Client Services)
at 1-800-843-3001.
TABLE OF CONTENTS PAGE
INVESTMENT POLICIES AND LIMITATIONS 22
PORTFOLIO TRANSACTIONS 29
VALUATION 30
PERFORMANCE 30
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION 56
DISTRIBUTIONS AND TAXES 56
FMR 57
TRUSTEES AND OFFICERS 57
MANAGEMENT CONTRACTS 62
DISTRIBUTION AND SERVICE PLANS 65
CONTRACTS WITH FMR AFFILIATES 67
DESCRIPTION OF THE TRUST 68
FINANCIAL STATEMENTS 68
APPENDIX 69
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
Fidelity Investments Money Management, Inc. (FIMM)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT FOR TREASURY ONLY PORTFOLIO, TREASURY PORTFOLIO,
GOVERNMENT PORTFOLIO, DOMESTIC PORTFOLIO, RATED MONEY MARKET
PORTFOLIO, AND MONEY MARKET PORTFOLIO (THE TAXABLE FUNDS)
Fidelity Investments Institutional Operations Company (FIIOC)
TRANSFER AGENT FOR TAX-EXEMPT PORTFOLIO
UMB Bank, n.a. (UMB)
For more information on any Fidelity fund, including charges and
expenses, call or write for a free prospectus. Read it carefully
before you invest or send money.
IMM -ptb- 0598
475532
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF TREASURY ONLY PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
that 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the
Investment Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the
extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted
securities;
(5) purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments; or
(8) lend any security or make any other loan if, as a result,
more than 33 1/3% of its total assets would be lent to other parties,
but this limitation does not apply to purchases of debt securities or
to repurchase agreements.
(9) The fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies and
limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL:
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities
short, unless it owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii ) The fund does not currently intend to purchase securities
on margin, except that the fund may obtain such short-term credits as
are necessary for the clearance of transactions, and provided that
margin payments in connection with futures contracts and options on
futures contracts shall not constitute purchasing securities on
margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase any security
if, as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(vi) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(vii) The fund does not currently intend to invest all of its
assets in the securities of a single open-end management investment
company with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
Subject to revision upon 90 days' notice to shareholders, the fund
does not intend to engage in reverse repurchase agreements.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TREASURY PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments.
(11) The fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities
short, unless it owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to purchase securities
on margin, except that the fund may obtain such short-term credits as
are necessary for the clearance of transactions, and provided that
margin payments in connection with futures contracts and options on
futures contracts shall not constitute purchasing securities on
margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as an investment adviser or (b) by engaging in
reverse repurchase agreements with any party. The fund will not borrow
from other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase a security
if, as a result, more than 10% of its net assets would be invested in
securities that are deemed illiquid because they are subject to legal
or contractual restrictions on resale or because they cannot be sold
or disposed of in the ordinary course of business at approximately the
prices at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vii) The fund does not currently intend to invest all of its
assets in the securities of a single open-end management investment
company with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
As an operating policy, the fund intends to invest 100% of its total
assets in U.S. Treasury bills, notes, and bonds and repurchase
agreements comprised of those obligations at all times. This policy
may only be changed upon 90 days' notice to shareholders.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF GOVERNMENT PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments.
(11) The fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities
short, unless it owns or has the right to obtain securities equivalent
in kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to purchase securities
on margin, except that the fund may obtain such short-term credits as
are necessary for the clearance of transactions, and provided that
margin payments in connection with futures contracts and options on
futures contracts shall not constitute purchasing securities on
margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase any security
if, as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vii) The fund does not currently intend to invest all of its
assets in the securities of a single open-end management investment
company with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF DOMESTIC PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments.
(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies and limitations as the
fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF RATED MONEY MARKET PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities,
or securities of other investment companies ) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments;
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements; or
(9) invest in oil, gas, or other mineral exploration or development
programs.
(10) The fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL:
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF MONEY MARKET PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments.
(11) The fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies and
limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)
(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TAX-EXEMPT PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities,
or securities of other investment companies ) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) make short sales of securities;
(4) purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;
(6) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or
guaranteed by a U.S. territory or possession or a state or
local government , or a political subdivision of any of the
foregoing ) if, as a result, more than 25% of the fund's
total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(8) purchase or sell real estate, but this shall not prevent the fund
from investing in municipal bonds or other obligations secured by real
estate or interests therein;
(9) purchase or sell physical commodities;
(10) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements; or
(11) invest in oil, gas, or other mineral exploration or development
programs.
(12) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security
(other than securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in securities of a single issuer: provided that the fund
may invest up to 25% of total assets in the first tier of a single
issuer for up to three business days.
( i i) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (5)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
(i i i) The fund does not currently intend to purchase any
security if, as a result, more than 10% of its net assets would be
invested in securities that are deemed to be illiquid because they are
subject to legal or contractual restrictions on resale or because they
cannot be sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.
(i v ) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of investment limitations (1), (7) and (i), FMR
identifies the issuer of a security depending on its terms and
conditions. In identifying the issuer, FMR will consider the entity or
entities responsible for payment of interest and repayment of
principal and the source of such payments; the way in which assets and
revenues of an issuing political subdivision are separated from those
of other political entities; and whether a governmental body is
guaranteeing the security.
For purposes of limitations (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuers, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
Securities must be rated in accordance with applicable rules in the
highest rating category for short-term securities by at least one
nationally recognized rating service (NRSRO) and rated in one of the
two highest categories for short-term securities by another NRSRO if
rated by more than one NRSRO, or, if unrated, judged to be equivalent
to highest quality by FMR pursuant to procedures adopted by the Board
of Trustees. The fund's policy regarding limiting investments to the
highest rating category may be changed upon 90 days' prior notice to
shareholders.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.
ASSET-BACKED SECURITIES represent interests in pools of
mortgages, loans, receivables or other assets. Payment of interest
and repayment of principal may be largely dependent upon the cash
flows generated by the assets backing the securities and, in certain
cases, supported by letters of credit, surety bonds, or other credit
enhancements. Asset-backed security values may also be affected
by the creditworthiness of the servicing agent for the pool, the
originator of the loans or receivables, or the entities providing the
credit enhancement. In addition, these securities may be subject to
prepayment risk.
DELAYED-DELIVERY TRANSACTIONS. Securities may be bought and
sold on a delayed-delivery or when-issued basis. These
transactions involve a commitment to purchase or sell specific
securities at a predetermined price or yield, with payment and
delivery taking place after the customary settlement period for that
type of security. Typically, no interest accrues to the purchaser
until the security is delivered.
When purchasing securities on a delayed-delivery basis, the
purchaser assumes the rights and risks of ownership, including
the risks of price and yield fluctuations and the risk that
the security will not be issued as anticipated . Because payment
for the securities is not required until the delivery date, these
risks are in addition to the risks associated with a fund's
investments. If a fund remains substantially fully invested at a time
when delayed-delivery purchases are outstanding, the delayed-delivery
purchases may result in a form of leverage. When delayed-delivery
purchases are outstanding, a fund will set aside appropriate liquid
assets in a segregated custodial account to cover the purchase
obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, a fund could
miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a delayed delivery transaction and may sell
the underlying securities before delivery, which may result in capital
gains or losses for the fund.
DOMESTIC AND FOREIGN INVESTMENTS include U.S.
dollar-denominated time deposits, certificates of deposit, and
bankers' acceptances of U.S. banks and their branches located outside
of the United States, U.S. branches and agencies of foreign banks, and
foreign branches of foreign banks. Domestic and foreign
investments may also include U.S. dollar-denominated
securities issued or guaranteed by other U.S. or foreign issuers,
including U.S. and foreign corporations or other business
organizations, foreign governments, foreign government agencies or
instrumentalities, and U.S. and foreign financial institutions,
including savings and loan institutions, insurance companies, mortgage
bankers, and real estate investment trusts, as well as banks.
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.
Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.
Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or
payment of interest, or the ability to honor a credit commitment.
Additionally, there may be less public information available about
foreign entities. Foreign issuers may be subject to less governmental
regulation and supervision than U.S. issuers. Foreign issuers also
generally are not bound by uniform accounting, auditing, and financial
reporting requirements comparable to those applicable to U.S. issuers.
FEDERALLY TAXABLE SECURITIES. Under normal conditions, a
municipal fund does not intend to invest in securities whose
interest is federally taxable. However, from time to time on a
temporary basis, a municipal fund may invest a portion of its
assets in fixed-income securities whose interest is subject to federal
income tax.
Should a municipal fund invest in federally taxable securities, it
would purchase securities that, in FMR's judgment, are of high
quality. These securities would include those issued or guaranteed by
the U.S. Government or its agencies or instrumentalities and
repurchase agreements for those securities.
A municipal money market fund will purchase taxable securities only
if they meet its quality requirements.
Proposals to restrict or eliminate the federal income tax exemption
for interest on municipal securities are introduced before
Congress from time to time. Proposals also may be introduced before
that would affect the state tax treatment of a municipal fund's
distributions. If such proposals were enacted, the availability of
municipal securities and the value of a municipal fund's
holdings would be affected and the Trustees would reevaluate the
fund's investment objectives and policies.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed
of in the ordinary course of business at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
instruments. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency of trades
and quotations, (2) the number of dealers and prospective purchasers
in the marketplace, (3) dealer undertakings to make a market, (4) the
nature of the security (including any demand or tender features), and
(5) the nature of the marketplace for trades (including the ability to
assign or offset the fund's rights and obligations relating to the
investment).
Investments currently considered by FMR to be illiquid include
repurchase agreements not entitling the holder to repayment of
principal and payment of interest within seven days. Also, FMR
may determine some restricted securities, municipal lease obligations,
and time deposits to be illiquid.
In the absence of market quotations, illiquid investments are
valued for purposes of monitoring amortized cost valuation at fair
value as determined in good faith by a committee appointed by the
Board of Trustees.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates.
Treasury Only Portfolio , Treasury Portfolio , Government
Portfolio, and Tax-Exempt Portfolio currently intend to
participate in this program only as borrowers. A fund will borrow
through the program only when the costs are equal to or lower than the
costs of bank loans, and will lend through the program only when
the returns are higher than those available from an investment in
repurchase agreements. Interfund loans and borrowings normally
extend overnight, but can have a maximum duration of seven days. Loans
may be called on one day's notice. A fund may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a
lost investment opportunity or additional borrowing costs.
MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be or may
employ a trust or other form so that they are eligible investments
for money market funds . For example, put features can be used to
modify the maturity of a security or interest rate adjustment features
can be used to enhance price stability. If a structure fails
to function as intended, adverse tax or investment consequences
may result. Neither the Internal Revenue Service (IRS) nor any other
regulatory authority has ruled definitively on certain legal issues
presented by certain structured securities. Future tax or other
regulatory determinations could adversely affect the value, liquidity,
or tax treatment of the income received from these securities or the
nature and timing of distributions made by the funds.
MUNICIPAL LEASES and participation interests therein may take the form
of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to
acquire land or a wide variety of equipment and facilities. Generally,
a fund will not hold these obligations directly as a
lessor of the property, but will purchase a participation interest in
a municipal obligation from a bank or other third party. A
participation interest gives the purchaser a specified, undivided
interest in the obligation in proportion to its purchased interest in
the total amount of the issue.
Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must
meet to incur debt. These may include voter referenda, interest rate
limits, or public sale requirements. Leases, installment purchases, or
conditional sale contracts (which normally provide for title to the
leased asset to pass to the governmental issuer) have evolved as a
means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for
the issuance of debt. Many leases and contracts include
"non-appropriation clauses" providing that the governmental issuer has
no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance
limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Municipal bankruptcies are relatively rare, and
certain provisions of the U.S. Bankruptcy Code governing such
bankruptcies are unclear and remain untested. Further, the application
of state law to municipal issuers could produce varying results among
the states or among municipal securities issuers within a state. These
legal uncertainties could affect the municipal securities market
generally, certain specific segments of the market, or the relative
credit quality of particular securities. Any of these effects could
have a significant impact on the prices of some or all of the
municipal securities held by a fund, making it more difficult for a
fund to maintain a stable net asset value per share.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student
loans. Bonds issued to supply educational institutions with funds are
subject to the risk of unanticipated revenue decline, primarily the
result of decreasing student enrollment or decreasing state and
federal funding. Among the factors that may lead to declining or
insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general
economic conditions. Student loan revenue bonds are generally offered
by state (or substate) authorities or commissions and are backed by
pools of student loans. Underlying student loans may be guaranteed by
state guarantee agencies and may be subject to reimbursement by the
United States Department of Education through its guaranteed student
loan program. Others may be private, uninsured loans made to parents
or students which are supported by reserves or other forms of credit
enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student
loan revenue bonds are impacted by numerous factors, including the
rate of student loan defaults, seasoning of the loan portfolio, and
student repayment deferral periods of forbearance. Other risks
associated with student loan revenue bonds include potential changes
in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and
other program subsidies currently in effect.
ELECTRIC UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.
HEALTH CARE. The health care industry is subject to regulatory action
by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for
the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative
changes and reductions in governmental spending for such programs.
Numerous other factors may affect the industry, such as general and
local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care
providers. In the future, the following elements may adversely affect
health care facility operations: adoption of legislation proposing a
national health insurance program; other state or local health care
reform measures; medical and technological advances which dramatically
alter the need for health services or the way in which such services
are delivered; changes in medical coverage which alter the traditional
fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and
health care services.
HOUSING. Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
generally are secured by the revenues derived from mortgages purchased
with the proceeds of the bond issue. It is extremely difficult to
predict the supply of available mortgages to be purchased with the
proceeds of an issue or the future cash flow from the underlying
mortgages. Consequently, there are risks that proceeds will exceed
supply, resulting in early retirement of bonds, or that homeowner
repayments will create an irregular cash flow. Many factors may affect
the financing of multi-family housing projects, including acceptable
completion of construction, proper management, occupancy and rent
levels, economic conditions, and changes to current laws and
regulations.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier who
uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of
fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability
also affect other transportation-related securities, as do the
presence of alternate forms of transportation, such as public
transportation.
WATER AND SEWER. Water and sewer revenue bonds are often considered to
have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain,
run-off, or snow pack is a concern that has led to past defaults.
Further, public resistance to rate increases, costly environmental
litigation, and Federal environmental mandates are challenges faced by
issuers of water and sewer bonds.
PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. They are
subject to the risk that the put provider is unable to honor the put
feature (purchase the security). Put providers often support their
ability to buy securities on demand by obtaining letters of credit or
other guarantees from other entities. Demand features, standby
commitments, and tender options are types of put features.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the funds may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high-quality,
a security must be rated in accordance with applicable rules in one of
the two highest categories for short-term securities by at least two
nationally recognized rating services (or by one, if only one rating
service has rated the security); or, if unrated, judged to be of
equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second
tier" securities. First tier securities are those deemed to be in the
highest rating category (e.g., Standard & Poor's A-1 or SP-1), and
second tier securities are those deemed to be in the second highest
rating category (e.g., Standard & Poor's A-2 or SP-2). Split-rated
securities may be determined to be either first tier or second tier
based on applicable regulations.
Each taxable fund may not invest more than 5% of its total
assets in second tier securities. In addition, each taxable fund
may not invest more than 1% of its total assets or $1 million
(whichever is greater) in the second tier securities of a single
issuer.
Each fund currently intends to limit its investments to securities
with remaining maturities of 397 days or less, and to maintain a
dollar-weighted average maturity of 90 days or less. When determining
the maturity of a security, each fund may look to an interest rate
reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security.
As protection against the risk that the original seller will
not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a
value at least equal to the sale price plus the accrued incremental
amount. While it does not presently appear possible to eliminate all
risks from these transactions (particularly the possibility that the
value of the underlying security will be less than the resale price,
as well as delays and costs to a fund in connection with bankruptcy
proceedings), the funds will engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering.
Where registration is required, a fund may be obligated to pay all
or part of the registration expense and a considerable period may
elapse between the time it decides to seek registration and the time
it may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, a fund might obtain a less favorable price than prevailed
when it decided to seek registration of the security. However, in
general, the funds anticipate holding restricted securities to
maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. While a
reverse repurchase agreement is outstanding, a fund will maintain
appropriate liquid assets in a segregated custodial account to cover
its obligation under the agreement. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions
may increase fluctuations in the market value of fund assets and may
be viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX." A fund may sell securities short when
it owns or has the right to obtain securities equivalent in kind or
amount to the securities sold short. Such short sales are known as
short sales "against the box" and could be used to protect
the net asset value per share of the fund in anticipation of increased
interest rates, without sacrificing the current yield of the
securities sold short. If a fund enters into a short sale against the
box, it will be required to set aside securities equivalent in kind
and amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will
incur transaction costs in connection with opening and closing short
sales against the box.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its
evaluation of the credit of a bank or other entity in determining
whether to purchase a security supported by a letter of credit
guarantee, put or demand feature , insurance or other source of
credit or liquidity. In evaluating the credit of a foreign bank or
other foreign entities, FMR will consider whether adequate public
information about the entity is available and whether the entity may
be subject to unfavorable political or economic developments, currency
controls, or other government restrictions that might affect its
ability to honor its commitment.
STRIPPED GOVERNMENT SECURITIES . Stripped government securities
are created by separating the income and principal components of a
U.S. Government security and selling them separately. STRIPS
(Separate Trading of Registered Interest and Principal of Securities)
are created when the coupon payments and the principal payment are
stripped from an outstanding U.S. Treasury security by a Federal
Reserve Bank.
Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.
Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market funds.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic
adjustments in the interest rate paid on the security. Variable
rate securities provide for a specified periodic adjustment in the
interest rate, while floating rate securities have interest rates that
change whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put
features that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in
the management contract. FMR is also responsible for the placement
of transaction orders for other investment companies and accounts for
which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal
securities laws, FMR considers various relevant factors, including,
but not limited to, the size and type of the transaction; the nature
and character of the markets for the security to be purchased or sold;
the execution efficiency, settlement capability, and financial
condition of the broker-dealer firm; the broker-dealer's execution
services rendered on a continuing basis; and the reasonableness of any
commissions and, if applicable, arrangements for payment of fund
expenses .
If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts") that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.
Each fund may execute portfolio transactions with
broker-dealers who provide research and execution services to the
funds or other accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of accounts; and effect securities transactions,
and perform functions incidental thereto (such as clearance and
settlement).
For transactions in fixed-income securities securities, FMR's
selection of broker-dealers is generally based on the availability of
a security and its price and, to a lesser extent, on the overall
quality of execution and other services, including research, provided
by the broker-dealer.
The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering
investment management services to th at fund or its other
clients, and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other FMR clients may be
useful to FMR in carrying out its obligations to a fund. The
receipt of such research has not reduced FMR's normal independent
research activities; however, it enables FMR to avoid the additional
expenses that could be incurred if FMR tried to develop comparable
information through its own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original price and the selling
price, the so-called "bid-asked spread." Securities may also be
purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency transactions
that are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher
commissions, FMR must determine in good faith that such commissions
are reasonable in relation to the value of the brokerage and research
services provided by such executing broker-dealers, viewed in terms of
a particular transaction or FMR's overall responsibilities to
th at fund and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar
value on the brokerage and research services provided, or to determine
what portion of the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the funds or shares of
other Fidelity funds to the extent permitted by law. FMR may use
research services provided by and place agency transactions with
National Financial Services Corporation (NFSC) and Fidelity Brokerage
Services Japan, LLC (FBSJ) , indirect subsidiaries of FMR Corp.,
if the commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.
FMR may allocate brokerage transactions to broker-dealers
(including affiliates of FMR) who have entered into arrangements with
FMR under which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that fund's
expenses. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board
of Trustees has authorized NFSC to execute portfolio transactions on
national securities exchanges in accordance with approved procedures
and applicable SEC rules.
The Trustees of each fund periodically review FMR's
performance of its responsibilities in connection with the placement
of portfolio transactions on behalf of the fund and review the
commissions paid by the fund over representative periods of
time to determine if they are reasonable in relation to the benefits
to the fund.
For the fiscal years ended March 31, 1998, 1997, and 1996, the
funds paid no brokerage commissions.
For the fiscal year ended March 31, 1998, the funds paid no fees to
brokerage firms that provided research services.
The trustees of each fund have approved procedures in conformity
with Rule 10f-3 under the 1940 Act whereby a fund may purchase
securities that are offered in underwritings in which an affiliate of
FMR participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.
From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates ,
investment decisions for each fund are made independently from those
of other funds managed by FMR or accounts managed by FMR affiliates.
It sometimes happens that the same security is held in the portfolio
of more than one of these funds or accounts. Simultaneous transactions
are inevitable when several funds and accounts are managed by the same
investment adviser, particularly when the same security is suitable
for the investment objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
Fidelity Service Company, Inc. (FSC) normally determines
each class's net asset value per share (NAV) at 12:00 noon
Eastern time for Tax-Exempt Portfolio ; 2:00 p.m. Eastern time
for Treasury Only Portfolio ; 3:00 p.m. Eastern time for Money
Market Portfolio ; and 5:00 p.m. Eastern time for
Treasury Portfolio , Government Portfolio, Domestic
Portfolio, and Rated Money Market Portfolio . The
valuation of portfolio securities is determined as of these times for
the purpose of computing each class's NAV.
Securities of other open-end investment companies are valued at
their respective NAVs.
During periods of declining interest rates, a class's yield based on
amortized cost valuation may be higher than would result if the fund
used market valuations to determine its NAV. The converse would apply
during periods of rising interest rates.
Valuing each fund's investments on the basis of amortized cost and use
of the term "money market fund" are permitted pursuant to Rule 2a-7
under the 1940 Act. Each fund must adhere to certain conditions under
Rule 2a-7, as summarized in the section entitled "Quality and
Maturity" on page 29 .
The Board of Trustees oversees FMR's adherence to the provisions of
Rule 2a-7 and has established procedures designed to stabilize each
class's NAV at $1.00. At such intervals as they deem appropriate, the
Trustees consider the extent to which NAV calculated by using market
valuations would deviate from $1.00 per share. If the Trustees believe
that a deviation from a fund's amortized cost per share may result in
material dilution or other unfair results to shareholders, the
Trustees have agreed to take such corrective action, if any, as they
deem appropriate to eliminate or reduce, to the extent reasonably
practicable, the dilution or unfair results. Such corrective action
could include selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends; redeeming shares in kind;
establishing NAV by using available market quotations; and such other
measures as the Trustees may deem appropriate.
PERFORMANCE
A class may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each class's yield and total
return fluctuate in response to market conditions and other factors.
YIELD CALCULATIONS. To compute the yield for each class of a
fund for a period, the net change in value of a hypothetical
account containing one share reflects the value of additional shares
purchased with dividends from the one original share and dividends
declared on both the original share and any additional shares. The net
change is then divided by the value of the account at the beginning of
the period to obtain a base period return. This base period return is
annualized to obtain a current annualized yield. Each class of
a fund also may calculate an effective yield by compounding the
base period return over a one-year period. In addition to the current
yield, each class of a fund may quote yields in advertising
based on any historical seven-day period. Yields for each class of
a fund are calculated on the same basis as other money market
funds, as required by applicable regulation.
Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment
alternatives. However, a class's yield fluctuates, unlike
investments that pay a fixed interest rate over a stated period of
time. When comparing investment alternatives, investors should also
note the quality and maturity of the portfolio securities of
respective investment companies they have chosen to consider.
Investors should recognize that in periods of declining interest rates
a class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class's yield
will tend to be somewhat lower. Also, when interest rates are falling,
the inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a
class's current yield. In periods of rising interest rates, the
opposite can be expected to occur.
The tax-equivalent yield of a class of Tax-Exempt Portfolio
is the rate an investor would have to earn from a fully taxable
investment before taxes to equal the class's tax-free yield.
Tax-equivalent yields are calculated by dividing a class's yield by
the result of one minus a stated federal income tax rate. If only a
portion of a class's yield is tax-exempt, only that portion is
adjusted in the calculation.
1998 TAX RATES
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1998 . It
shows the approximate yield a taxable security must provide at various
income brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from 2% to 7%. Of
course, no assurance can be given that a class of Tax-Exempt
Portfolio will achieve any specific tax-exempt yield. While
Tax-Exempt Portfolio invest s principally in obligations
whose interest is exempt from federal income tax, other income
received by the fund may be taxable.
1998 TAX RATES AND TAX-EQUIVALENT YIELDS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FEDERAL IF INDIVIDUAL TAX-EXEMPT YIELD IS:
TAXABLE INCOME* MARGINAL 2 % 3 % 4 % 5 % 6 % 7 %
SINGLE RETURN JOINT RETURN RATE** THEN TAXABLE-EQUIVALENT YIELD IS
$ - $ 25,350 $ - $ 42,350 15.0 % 2.35% 3.53 % 4.71 % 5.88% 7.06% 8.24%
25,351 61,400 42,351 102,300 28.0% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72%
61,401 128,100 102,301 155,950 31.0% 2.90% 4.35% 5.80% 7.25% 8.70% 10.15%
128,101 278,450 155,951 278,450 36.0% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94%
278,451 AND OVER 278,451 AND OVER 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59%
</TABLE>
* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.
Tax-Exempt Portfolio may invest a portion of its assets in
obligations that are subject to federal income tax. When the fund
invests in these obligations, its tax-equivalent yields will be lower.
In the table above, tax-equivalent yields are calculated assuming
investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a class's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in the
class's NAV over a stated period. A class's total return may be
calculated using the performance data of a previously existing class
prior to the date that the new class commenced operations, adjusted to
reflect differences in sales charges but not 12b-1 fees. Average
annual total returns are calculated by determining the growth or
decline in value of a hypothetical historical investment in a class
over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate
of growth or decline in value had been constant over the period. For
example, a cumulative total return of 100% over ten years would
produce an average annual total return of 7.18%, which is the steady
annual rate of return that would equal 100% growth on a compounded
basis in ten years. While average annual total returns are a
convenient means of comparing investment alternatives, investors
should realize that a class's performance is not constant over time,
but changes from year to year, and that average annual total returns
represent averaged figures as opposed to the actual year-to-year
performance of a class.
In addition to average annual total returns, a class may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions
to total return. Total returns may be quoted on a before-tax or
after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
CALCULATING HISTORICAL FUND RESULTS. The following table shows
performance for each class of each fund for the fiscal year ended
March 31, 1998 calculated including certain class expenses. The funds'
Class II and Class III have a 12b-1 fee of 0.15% and 0.25%,
respectively, which is included in the 7-day yield, tax-equivalent
yield (for Tax-Exempt Portfolio), average annual, and cumulative total
returns. The initial offering of Class II shares of the funds
began on November 1, 1995. The initial offerings of Class III shares
of the funds began on the following dates: Treasury Only
Portfolio (11/6/95), Treasury Portfolio (10/22/93),
Government Portfolio (4/4/94), Domestic Portfolio
(7/19/94), Rated Money Market Portfolio (11/6/95), Money Market
Portfolio (11/17/93), and Tax-Exempt Portfolio
(11/6/95). For Class II and III shares of the funds, the figures for
periods prior to the initial offering dates reflect the performance of
Class I, the original class of each fund, which class does not have a
12b-1 fee. Class II and III figures would have been lower had 12b-1
fees been reflected in all periods. Class II shares have a 0.15% 12b-1
fee, which was not reflected in the figures for periods prior to that
date. Class III shares of Government Portfolio have a 0.25%
12b-1 fee, which is reflected in the figures for periods after its
initial offering of Class III shares. Prior to July 1, 1995, Class III
shares of Treasury Portfolio , Domestic Portfolio , and
Money Market Portfolio had a 0.32% 12b-1 fee, which is
reflected in figures after the initial offering dates of Class III
shares of these funds. Effective July 1, 1995, Class III shares of
Treasury Portfolio , Domestic Portfolio , and Money Market
Portfolio have a 0.25% 12b-1 fee, which is reflected in figures
after that date for Class III shares of these funds. Effective
November 1, 1995, Class III shares of Treasury Only Portfolio ,
Rated Money Market Portfolio , and Tax-Exempt Portfolio
have a 0.25% 12b-1 fee, which is reflected in figures after that date
for these funds.
The tax-equivalent yield for Tax-Exempt Portfolio is based on a 36%
federal income tax rate. Note that the fund may invest in securities
whose income is subject to the federal alternative minimum tax.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS
SEVEN-DA TAX- ONE FIVE TEN ONE FIVE TEN
Y EQUIVALENT YEAR YEARS YEARS/ YEAR YEARS YEARS/
YIELD YIELD LIFE OF LIFE OF
FUND* FUND*
TREASURY ONLY -
5.17% N/A 5.33 % 4.74 % 4.81 % 5.33 % 26.05 % 42.25 %
CLASS I
TREASURY ONLY -
5.02% N/A 5.18 % 4.66 % 4.76 % 5.18 % 25.59 % 41.73 %
CLASS II
TREASURY ONLY -
4.93% N/A 5.07 % 4.61 % 4.73 % 5.07 % 25.29 % 41.40 %
CLASS III
TREASURY -
5.47% N/A 5.55 % 4.89 % 5.83 % 5.55 % 26.96 % 76.21 %
CLASS I
TREASURY -
5.32% N/A 5.40 % 4.82 % 5.79 % 5.40 % 26.51 % 75.58 %
CLASS II
TREASURY -
5.22% N/A 5.29 % 4.63 % 5.70 % 5.29 % 25.41 % 74.06 %
CLASS III
GOVERNMENT -
5.50% N/A 5.60 % 4.96 % 5.90 % 5.60 % 27.37 % 77.47 %
CLASS I
GOVERNMENT -
5.35% N/A 5.45 % 4.88 % 5.87 % 5.45 % 26.93 % 76.85 %
CLASS II
GOVERNMENT -
5.25% N/A 5.34 % 4.75 % 5.80 % 5.34 % 26.12 % 75.72 %
CLASS III
DOMESTIC -
5.48% N/A 5.64 % 4.99 % 5.42 % 5.64 % 27.59 % 55.94 %
CLASS I
DOMESTIC -
5.33% N/A 5.49 % 4.92 % 5.38 % 5.49 % 27.14 % 55.39 %
CLASS II
DOMESTIC -
5.23% N/A 5.38 % 4.79 % 5.30 % 5.38 % 26.33 % 54.40 %
CLASS III
RATED MONEY
5.48% N/A 5.64% 4.86 % 5.77 % 5.64 % 26.78 % 75.23 %
MARKET - CLASS I
RATED MONEY
5.33% N/A 5.48 % 4.78 % 5.73 % 5.48 % 26.32 % 74.60 %
MARKET - CLASS II
RATED MONEY
5.23% N/A 5.38 % 4.74 % 5.71 % 5.38 % 26.03 % 74.19 %
MARKET - CLASS III
MONEY MARKET -
5.52% N/A 5.68 % 5.03 % 5.99 % 5.68 % 27.84 % 78.98 %
CLASS I
MONEY MARKET -
5.37% N/A 5.52 % 4.96 % 5.96 % 5.52 % 27.38 % 78.34 %
CLASS II
MONEY MARKET -
5.27% N/A 5.41 % 4.78 % 5.87 % 5.41 % 26.31 % 76.83 %
CLASS III
TAX-EXEMPT -
3.52% 5. 5 0% 3.60 % 3.26 % 4.07 % 3.60 % 17.41 % 48.99 %
CLASS I
TAX-EXEMPT -
3.36% 5. 2 5% 3.44 % 3.19 % 4.03 % 3.44 % 16.99 % 48.46 %
CLASS II
TAX-EXEMPT -
3.27% 5.11% 3.34 % 3.14 % 4.01 % 3.34 % 16.70 % 48.10 %
CLASS III
</TABLE>
* Life of Fund figures are from commencement of operations (October 3,
1990 for Treasury Only Portfolio , and November 3, 1989 for
Domestic Portfolio) through the fund's 1998 fiscal year
end.
Note: If FMR had not reimbursed certain class expenses during
these periods, each class's yield and tax-equivalent yield (for
Tax-Exempt Portfolio) would have been :
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CLASS I CLASS II CLASS III
FUND SEVEN-DAY TAX-EQUIVALENT SEVEN-DAY TAX-EQUIVALENT SEVEN-DAY TAX-EQUIVALENT
YIELD YIELD YIELD YIELD YIELD YIELD
TREASURY ONLY 5.11 % N/A 4.94 % N/A 4.81 % N/A
TREASURY 5.42 % N/A 5.25 % N/A 5.17 % N/A
GOVERNMENT 5.45 % N/A 5.22 % N/A 5.12 % N/A
DOMESTIC 5.42 % N/A 5.10 % N/A 5.12 % N/A
RATED MONEY MARKET 5.35 % N/A 5.28 % N/A 5.12 % N/A
MONEY MARKET 5.47 % N/A 5.26 % N/A 5.20 % N/A
TAX-EXEMPT 3.49 % 5.45 % 0.94 % 1.27 % 2.76 % 4.31 %
</TABLE>
The following tables show the income and capital elements of each
class's cumulative total return. The tables compare each class's
return to the record of the Standard & Poor's 500 Index (S&P 500), the
Dow Jones Industrial Average (DJIA), and the cost of living, as
measured by the Consumer Price Index (CPI), over the same period. The
CPI information is as of the month-end closest to the initial
investment date for each class. The S&P 500 and DJIA comparisons are
provided to show how each class's total return compared to the record
of a broad unmanaged index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Because each fund invests in short-term fixed-income
securities, common stocks represent a different type of investment
from the funds. Common stocks generally offer greater growth potential
than the funds, but generally experience greater price volatility,
which means greater potential for loss. In addition, common stocks
generally provide lower income than fixed-income investments
such as the funds. The S&P 500 and DJIA returns are based on the
prices of unmanaged groups of stocks and, unlike each class's returns,
do not include the effect of brokerage commissions or other costs of
investing.
CLASS II TABLES . The initial offering of the Class II shares of
each fund began on November 1, 1995. Class II shares have a 0.15%
12b-1 fee, which is not reflected in the figures prior to that date.
The figures for periods prior to the initial offering date reflect the
performance of Class I, the original class of each fund, which class
does not have a 12b-1 fee. Class II figures would have been lower had
12b-1 fees been reflected in all periods.
CLASS III TABLES . The initial offerings of the funds' Class III
shares began on the following dates: Treasury Only Portfolio
(11/6/95), Treasury Portfolio (10/22/93), Government
Portfolio (4/4/94), Domestic Portfolio (7/19/94), Rated
Money Market Portfolio (11/6/95), Money Market Portfolio
(11/17/93), and Tax-Exempt Portfolio (11/6/95). The figures for
periods prior to the initial offering dates reflect the performance of
Class I, the original class of each fund, which class does not have a
12b-1 fee. Class III figures would have been lower had 12b-1 fees been
reflected in all periods. Class III shares of Government
Portfolio have a 0.25% 12b-1 fee, which is reflected in the
figures for periods after its initial offering of Class III shares.
Prior to July 1, 1995, Class III shares of Treasury Portfolio ,
Domestic Portfolio , and Money Market Portfolio had a
0.32% 12b-1 fee, which is reflected in figures after the initial
offering dates of Class III shares of these funds. Effective July 1,
1995, Class III shares of Treasury Portfolio , Domestic
Portfolio , and Money Market Portfolio have a 0.25% 12b-1
fee, which is reflected in figures after that date for Class III
shares of these funds. Effective November 1, 1995, Class III shares of
Treasury Only Portfolio , Rated Money Market Portfolio,
and Tax-Exempt Portfolio have a 0.25% 12b-1 fee, which is
reflected in figures after that date for these funds.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the 10-year
period ended March 31, 1998, assuming all distributions were
reinvested. Total returns are based on past results and are not an
indication of future performance. Tax consequences of different
investments have not been factored into the figures below.
TREASURY ONLY PORTFOLIO
HISTORICAL FUND RESULTS
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class I of
Treasury Only Portfolio would have grown to $14,225.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY PORTFOLIO - CLASS I INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,225 $ 0 $ 14,225 $ 42,597 $ 42,688 $ 12,223
1997 10,000 3,505 0 13,505 28,782 31,403 12,057
1996 10,000 2,842 0 12,842 24,020 26,101 11,733
1995 + 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March
31 in February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Only Portfolio on October 3, 1990 the net amount
invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $14,225.
If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $3,532
f or dividends. The fund did not distribute any capital gains
during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class II of
Treasury Only Portfolio would have grown to $14,173.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY PORTFOLIO - CLASS II INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,173 $ 0 $ 14,173 $ 42,597 $ 42,688 $ 12,223
1997 10,000 3,476 0 13,476 28,782 31,403 12,057
1996 10,000 2,833 0 12,833 24,020 26,101 11,733
1995 + 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March
31 in February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Only Portfolio on October 3, 1990 the net amount
invested in Class II shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$14,173 . If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$3,495 for dividends. The fund did not distribute any capital
gains during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class III of
Treasury Only Portfolio would have grown to $14,140 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY PORTFOLIO - CLASS III INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,140 $ 0 $ 14,140 $ 42,597 $ 42,688 $ 12,223
1997 10,000 3,458 0 13,458 28,782 31,403 12,057
1996 10,000 2,829 0 12,829 24,020 26,101 11,733
1995 + 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March
31 in February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Only Portfolio on October 3, 1990 the net amount
invested in Class III shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$14,140 . If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $3,471
for dividends. The fund did not distribute any capital gains
during the period.
TREASURY PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Treasury Portfolio would have
grown to $17,621.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY PORTFOLIO - CLASS I INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,621 $ 0 $ 17,621 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,694 0 16,694 38,299 43,439 13,734
1996 10,000 5,854 0 15,854 31,963 36,104 13,365
1995 10,000 4,986 0 14,986 24,196 26,255 12,996
1994 10,000 4,303 0 14,303 20,938 22,349 12,635
1993 10,000 3,879 0 13,879 20,633 20,536 12,326
1992 10,000 3,415 0 13,415 17,903 18,776 11,957
1991 10,000 2,726 0 12,726 16,120 16,388 11,588
1990 10,000 1,798 0 11,798 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Portfolio on March 31, 198 8 , the net amount
invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$17,621. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$5,680 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Treasury Portfolio would have
grown to $17,558 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY PORTFOLIO - CLASS II INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,558 $ 0 $ 17,558 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,659 0 16,659 38,299 43,439 13,734
1996 10,000 5,845 0 15,845 31,963 36,104 13,365
1995 10,000 4,986 0 14,986 24,196 26,255 12,996
1994 10,000 4,303 0 14,303 20,938 22,349 12,635
1993 10,000 3,879 0 13,879 20,633 20,536 12,326
1992 10,000 3,415 0 13,415 17,903 18,776 11,957
1991 10,000 2,726 0 12,726 16,120 16,388 11,588
1990 10,000 1,798 0 11,798 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Portfolio on March 31, 1988, the net amount
invested in Class I I shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,558. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted
to $5,644 for dividends. The fund did not distribute any
capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Treasury Portfolio would
have grown to $17,406 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY PORTFOLIO - CLASS III INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,406 $ 0 $ 17,406 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,531 0 16,531 38,299 43,439 13,734
1996 10,000 5,739 0 15,739 31,963 36,104 13,365
1995 10,000 4,918 0 14,918 24,196 26,255 12,996
1994 10,000 4,283 0 14,283 20,938 22,349 12,635
1993 10,000 3,879 0 13,879 20,633 20,536 12,326
1992 10,000 3,415 0 13,415 17,903 18,776 11,957
1991 10,000 2,726 0 12,726 16,120 16,388 11,588
1990 10,000 1,798 0 11,798 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Portfolio on March 31, 198 8 , the net amount
invested in Class III shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$17,406. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$5,556 for dividends. The fund did not distribute any capital
gains during the period.
GOVERNMENT PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Government Portfolio would
have grown to $ 17,747 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS I INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,747 $ 0 $ 17,747 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,805 0 $ 16,805 38,299 43,439 13,734
1996 10,000 5,948 0 15,948 31,963 36,104 13,365
1995 10,000 5,068 0 15,068 24,196 26,255 12,996
1994 10,000 4,369 0 14,369 20,938 22,349 12,635
1993 10,000 3,933 0 13,933 20,633 20,536 12,326
1992 10,000 3,454 0 13,454 17,903 18,776 11,957
1991 10,000 2,747 0 12,747 16,120 16,388 11,588
1990 10,000 1,809 0 11,809 14,092 14,658 11,047
1989 10,000 819 0 10,819 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Government Portfolio on March 31, 198 8 , the net amount
invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$17,747. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $ 5,752
for dividends. The fund did not distribute any capital gains during
the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Government Portfolio would
have grown to $ 17,685 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS II INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,685 $ 0 $ 17,685 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,771 0 16,771 38,299 43,439 13,734
1996 10,000 5,939 0 15,939 31,963 36,104 13,365
1995 10,000 5,068 0 15,068 24,196 26,255 12,996
1994 10,000 4,369 0 14,369 20,938 22,349 12,635
1993 10,000 3,933 0 13,933 20,633 20,536 12,326
1992 10,000 3,454 0 13,454 17,903 18,776 11,957
1991 10,000 2,747 0 12,747 16,120 16,388 11,588
1990 10,000 1,809 0 11,809 14,092 14,658 11,047
1989 10,000 819 0 10,819 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II
of Government Portfolio on March 31, 198 8 , the net
amount invested in Class II shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,685. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,716 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class III of Government Portfolio would
have grown to $17,572 .
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS III INDICES
PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,572 $ 0 $ 17,572 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,681 0 16,681 38,299 43,439 13,734
1996 10,000 5,870 0 15,870 31,963 36,104 13,365
1995 10,000 5,031 0 15,031 24,196 26,255 12,996
1994 10,000 4,369 0 14,369 20,938 22,349 12,635
1993 10,000 3,933 0 13,933 20,633 20,536 12,326
1992 10,000 3,454 0 13,454 17,903 18,776 11,957
1991 10,000 2,747 0 12,747 16,120 16,388 11,588
1990 10,000 1,809 0 11,809 14,092 14,658 11,047
1989 10,000 819 0 10,819 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III
of Government Portfolio on March 31, 198 8 , the net
amount invested in Class III shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,572 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,652 for dividends. The fund did not distribute any capital
gains during the period.
DOMESTIC PORTFOLIO
HISTORICAL FUND RESULTS
During the period from November 3, 1989 (commencement of
operations) to March 31, 1998, a hypothetical $10,000 investment in
Class I of Domestic Portfolio would have grown to $15,594.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
<C>
DOMESTIC PORTFOLIO - CLASS I INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 5,594 $ 0 $ 15,594 $ 40,983 $ 42,101 $ 12,914
1997 10,000 4,761 0 14,761 27,692 30,972 12,739
1996 10,000 4,006 0 14,006 23,110 25,742 12,397
1995 10,000 3,232 0 13,232 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Domestic Portfolio on November 3, 1989, the net amount invested
in Class I shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $15,594 . If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $4,454 for
dividends. The fund did not distribute any capital gains during the
period.
During the period from November 3, 1989 (commencement of
operations) to March 31, 1998, a hypothetical $10,000 investment in
Class II of Domestic Portfolio would have grown to $15,539.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS II INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 5,539 $ 0 $ 15,539 $ 40,983 $ 42,101 $ 12,914
1997 10,000 4,731 0 14,731 27,692 30,972 12,739
1996 10,000 3,997 0 13,997 23,110 25,742 12,397
1995 10,000 3,232 0 13,232 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Domestic Portfolio on November 3, 1989, the net amount
invested in Class II shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$15,539. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$4,418 for dividends. The fund did not distribute any capital
gains during the period.
During the period from November 3, 1989 (commencement of
operations) to March 31, 1998, a hypothetical $10,000 investment in
Class III of Domestic Portfolio would have grown to $15,440.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS III INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 5,440 $ 0 $ 15,440 $ 40,983 $ 42,101 $ 12,914
1997 10,000 4,652 0 14,652 27,692 30,972 12,739
1996 10,000 3,936 0 13,936 23,110 25,742 12,397
1995 10,000 3,202 0 13,202 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Domestic Portfolio on November 3, 1989, the net amount
invested in Class III shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$15,440. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$4,354 for dividends. The fund did not distribute any capital
gains during the period.
RATED MONEY MARKET PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Rated Money Market Portfolio would
have grown to $17,523.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET PORTFOLIO - CLASS I INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,523 $ 0 $ 17,523 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,588 0 16,588 38,299 43,439 13,734
1996 10,000 5,741 0 15,741 31,963 36,104 13,365
1995
+ 10,000 4,893 0 14,893 24,196 26,255 12,996
1994 10,000 4,221 0 14,221 20,938 22,349 12,635
1993 10,000 3,822 0 13,822 20,633 20,536 12,326
1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957
1991 10,000 2,709 0 12,709 16,120 16,388 11,588
1990 10,000 1,785 0 11,785 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Rated Money Market Portfolio on March 31, 198 8 , the net
amount invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$17,523. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$5,624 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class II of Rated Money Market Portfolio
would have grown to $17,460.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET PORTFOLIO - CLASS II INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,460 $ 0 $ 17,460 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,553 0 16,553 38,299 43,439 13,734
1996 10,000 5,731 0 15,731 31,963 36,104 13,365
1995+ 10,000 4,893 0 14,893 24,196 26,255 12,996
1994 10,000 4,221 0 14,221 20,938 22,349 12,635
1993 10,000 3,822 0 13,822 20,633 20,536 12,326
1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957
1991 10,000 2,709 0 12,709 16,120 16,388 11,588
1990 10,000 1,785 0 11,785 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Rated Money Market Portfolio on March 31, 198 8 , the
net amount invested in Class II shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,460 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,588 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Rated Money Market Portfolio would
have grown to $17,419.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET PORTFOLIO - CLASS III INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,419 $ 0 $ 17,419 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,531 0 16,531 38,299 43,439 13,734
1996 10,000 5,725 0 15,725 31,963 36,104 13,365
1995+ 10,000 4,893 0 14,893 24,196 26,255 12,996
1994 10,000 4,221 0 14,221 20,938 22,349 12,635
1993 10,000 3,822 0 13,822 20,633 20,536 12,326
1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957
1991 10,000 2,709 0 12,709 16,120 16,388 11,588
1990 10,000 1,785 0 11,785 14,092 14,658 11,047
1989 10,000 811 0 10,811 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Rated Money Market Portfolio on March 31, 198 8 , the
net amount invested in Class III shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,419. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,564 for dividends. The fund did not distribute any capital
gains during the period.
MONEY MARKET PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class I of Money Market Portfolio would
have grown to $17,898.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO - CLASS I INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,898 $ 0 $ 17,898 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,936 0 16,936 38,299 43,439 13,734
1996 10,000 6,064 0 16,064 31,963 36,104 13,365
1995 10,000 5,169 0 15,169 24,196 26,255 12,996
1994 10,000 4,448 0 14,448 20,938 22,349 12,635
1993 10,000 4,000 0 14,000 20,633 20,536 12,326
1992 10,000 3,516 0 13,516 17,903 18,776 11,957
1991 10,000 2,800 0 12,800 16,120 16,388 11,588
1990 10,000 1,837 0 11,837 14,092 14,658 11,047
1989 10,000 835 0 10,835 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Money Market Portfolio on March 31, 198 8 , the net amount
invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$17,898. If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$5,836 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class II of Money Market Portfolio would
have grown to $17,834.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO - CLASS II INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,834 $ 0 $ 17,834 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,901 0 16,901 38,299 43,439 13,734
1996 10,000 6,055 0 16,055 31,963 36,104 13,365
1995 10,000 5,169 0 15,169 24,196 26,255 12,996
1994 10,000 4,448 0 14,448 20,938 22,349 12,635
1993 10,000 4,000 0 14,000 20,633 20,536 12,326
1992 10,000 3,516 0 13,516 17,903 18,776 11,957
1991 10,000 2,800 0 12,800 16,120 16,388 11,588
1990 10,000 1,837 0 11,837 14,092 14,658 11,047
1989 10,000 835 0 10,835 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II
of Money Market Portfolio on March 31, 198 8 , the net
amount invested in Class II shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,834. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,800 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class III of Money Market Portfolio would
have grown to $17,683.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO - CLASS III
INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 7,683 $ 0 $ 17,683 $ 56,682 $ 59,048 $ 13,923
1997 10,000 6,775 0 16,775 38,299 43,439 13,734
1996 10,000 5,951 0 15,951 31,963 36,104 13,365
1995 10,000 5,103 0 15,103 24,196 26,255 12,996
1994 10,000 4,431 0 14,431 20,938 22,349 12,635
1993 10,000 4,000 0 14,000 20,633 20,536 12,326
1992 10,000 3,516 0 13,516 17,903 18,776 11,957
1991 10,000 2,800 0 12,800 16,120 16,388 11,588
1990 10,000 1,837 0 11,837 14,092 14,658 11,047
1989 10,000 835 0 10,835 11,814 11,958 10,498
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III
of Money Market Portfolio on March 31, 198 8 , the net
amount invested in Class III shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $17,683. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$5,715 for dividends. The fund did not distribute any capital
gains during the period.
TAX-EXEMPT PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Tax-Exempt Portfolio would
have grown to $14,899.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS I INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,899 $ 0 $ 14,899 $ 56,682 $ 59,048 $ 13,923
1997 10,000 4,382 0 14,382 38,299 43,439 13,734
1996 10,000 3,909 0 13,909 31,963 36,104 13,365
1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996
1994 10,000 2,999 0 12,999 20,938 22,349 12,635
1993 10,000 2,690 0 12,690 20,633 20,536 12,326
1992 10,000 2,341 0 12,341 17,903 18,776 11,957
1991 10,000 1,845 0 11,845 16,120 16,388 11,588
1990 10,000 1,213 0 11,213 14,092 14,658 11,047
1989 10,000 561 0 10,561 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Tax-Exempt Portfolio on March 31, 198 8 , the net amount
invested in Class I shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$14,899 . If distributions had not been reinvested, the amount
of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$3,995 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Tax-Exempt Portfolio would
have grown to $14,846.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS II INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,846 $ 0 $ 14,846 $ 56,682 $ 59,048 $ 13,923
1997 10,000 4,352 0 14,352 38,299 43,439 13,734
1996 10,000 3,901 0 13,901 31,963 36,104 13,365
1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996
1994 10,000 2,999 0 12,999 20,938 22,349 12,635
1993 10,000 2,690 0 12,690 20,633 20,536 12,326
1992 10,000 2,341 0 12,341 17,903 18,776 11,957
1991 10,000 1,845 0 11,845 16,120 16,388 11,588
1990 10,000 1,213 0 11,213 14,092 14,658 11,047
1989 10,000 561 0 10,561 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Tax-Exempt Portfolio on March 31, 198 8 , the net
amount invested in Class II shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $14,846. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$3,959 for dividends. The fund did not distribute any capital
gains during the period.
During the ten year period ended March 31, 1998 , a hypothetical
$10,000 investment in Class III of Tax-Exempt Portfolio would have
grown to $14,810.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS III INDICES
PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS
1998 $ 10,000 $ 4,810 $ 0 $ 14,810 $ 56,682 $ 59,048 $ 13,923
1997 10,000 4,331 0 14,331 38,299 43,439 13,734
1996 10,000 3,895 0 13,895 31,963 36,104 13,365
1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996
1994 10,000 2,999 0 12,999 20,938 22,349 12,635
1993 10,000 2,690 0 12,690 20,633 20,536 12,326
1992 10,000 2,341 0 12,341 17,903 18,776 11,957
1991 10,000 1,845 0 11,845 16,120 16,388 11,588
1990 10,000 1,213 0 11,213 14,092 14,658 11,047
1989 10,000 561 0 10,561 11,814 11,958 10,498
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March
31 in February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Tax-Exempt Portfolio on March 31, 198 8 , the net
amount invested in Class III shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $14,810 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$3,934 for dividends. The fund did not distribute any capital
gains during the period.
PERFORMANCE COMPARISONS. A class 's performance may be compared
to the performance of other mutual funds in general, or to the
performance of particular types of mutual funds. These comparisons may
be expressed as mutual fund rankings prepared by Lipper Analytical
Services, Inc. (Lipper), an independent service located in Summit, New
Jersey that monitors the performance of mutual funds. Generally,
Lipper rankings are based on total return, assume reinvestment of
distributions, do not take sales charges or trading fees into
consideration, and are prepared without regard to tax consequences.
Lipper may also rank funds based on yield. In addition to the mutual
fund rankings, a fund's performance may be compared to stock, bond,
and money market mutual fund performance indices prepared by Lipper or
other organizations. When comparing these indices, it is important to
remember the risk and return characteristics of each type of
investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability
of principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a class 's performance may also be compared
to other mutual funds tracked by financial or business publications
and periodicals. For example, a class may quote Morningstar,
Inc. in its advertising materials. Morningstar, Inc. is a mutual fund
rating service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.
A class may be compared in advertising to Certificates of
Deposit (CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or
higher potential returns than CDs, a fund does not guarantee your
principal or your return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the Consumer Price Index ), and combinations of various capital
markets. The performance of these capital markets is based on the
returns of different indices.
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates total returns in
the same method as the funds. The funds may also compare performance
to that of other compilations or indices that may be developed and
made available in the future.
A class may compare its performance or the performance of
securities in which it may invest to averages published by IBC
Financial Data, Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/Government, which is reported in IBC's MONEY FUND
REPORT(trademark), covers over 427 government money market
funds; IBC MONEY FUND AVERAGES(trademark)/ All Taxable, which is
reported in IBC's MONEY FUND REPORT(trademark), covers over 885
taxable money markets funds; and IBC MONEY FUND AVERAGES/ All
Tax - Free, which is reported in IBC's MONEY FUND
REPORT(trademark), covers over 438 tax - free money
markets funds.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.
A class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's current portfolio
manager.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of March 31, 1998 , FMR advised over $32 billion in
tax-free fund assets, $103 billion in money market fund
assets, $449 billion in equity fund assets, $73 billion
in international fund assets, and $30 billion in Spartan fund
assets. The funds may reference the growth and variety of money market
mutual funds and the adviser's innovation and participation in the
industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the
purpose of researching and managing investments abroad.
In addition to performance rankings, each class of a fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments
because of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing each class's NAV. Shareholders receiving
securities or other property on redemption may realize a gain or loss
for tax purposes, and will incur any costs of sale, as well as the
associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to
give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under the Rule, the 60-day
notification requirement may be waived if (i) the only effect of a
modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the
time of an exchange, or (ii) the fund suspends the redemption of the
shares to be exchanged as permitted under the 1940 Act or the rules
and regulations thereunder, or the fund to be acquired suspends the
sale of its shares because it is unable to invest amounts effectively
in accordance with its investment objective and policies.
In the Prospectus , each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if, in FMR's judgment, the
fund would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed
to you and the U.S. Postal Service cannot deliver your checks, or if
your checks remain uncashed for six months, Fidelity may reinvest your
distributions at the then-current NAV. All subsequent distributions
will then be reinvested until you provide Fidelity with alternate
instructions.
DIVIDENDS. Because each fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
To the extent that a fund's income is designated as federally
tax-exempt interest, the daily dividends declared by the fund are also
federally tax-exempt. Short-term capital gains are distributed as
dividend income, but do not qualify for the dividends-received
deduction. A portion of each fund's dividends derived from certain
U.S. Government securities may be exempt from state and local
taxation. Each fund will send each shareholder a notice in January
describing the tax status of dividend and capital gain distributions
(if any) for the prior year.
Shareholders are required to report tax-exempt income on their federal
tax returns. Shareholders who earn other income, such as Social
Security benefits, may be subject to federal income tax on up to 85%
of such benefits to the extent that their income, including tax-exempt
income, exceeds certain base amounts.
Tax-Exempt Portfolio purchases municipal securities whose
interest FMR believes is free from federal income tax. Generally,
issuers or other parties have entered into covenants requiring
continuing compliance with federal tax requirements to preserve the
tax-free status of interest payments over the life of the security. If
at any time the covenants are not complied with, or if the IRS
otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could
become federally taxable retroactive to the date the security was
issued. For certain types of structured securities, the tax status of
the pass-through of tax-free income may also be based on the federal
tax treatment of the structure.
As a result of the Tax Reform Act of 1986, interest on certain
"private activity" securities is subject to the federal alternative
minimum tax (AMT), although the interest continues to be excludable
from gross income for other tax purposes. Interest from private
activity securities will be considered tax-exempt for purposes of
Tax-Exempt Portfolio's policies of investing so that at least 80% of
its income distributions is free from federal income tax. Interest
from private activity securities is a tax preference item for the
purposes of determining whether a taxpayer is subject to the AMT and
the amount of AMT to be paid, if any. Private activity securities
issued after August 7, 1986 to benefit a private or industrial user or
to finance a private facility are affected by this rule.
A portion of the gain on municipal bonds purchased with market
discount after April 30, 1993 and short-term capital gains distributed
by a municipal fund are taxable to shareholders as dividends,
not as capital gains. Dividend distributions resulting from a
recharacterization of gain from the sale of bonds purchased with
market discount after April 30, 1993 are not considered income for
purposes of Tax-Exempt Portfolio's policy of investing so that
at least 80% of its income distributions is free from federal income
tax. Tax-Exempt Portfolio may distribute any net realized
short-term capital gains and taxable market discount once a year or
more often, as necessary, to maintain its NAV at $1.00.
It is the current position of the staff of the SEC that a fund that
uses the term "tax-exempt" in its name may not derive more than 20% of
its income from municipal obligations that pay interest that is a
preference item for purposes of the AMT. According to this position,
at least 80% of Tax-Exempt Portfolio's income would have to be
exempt from the AMT as well as from federal income taxes.
Corporate investors should note that a tax preference item for
purposes of the corporate AMT is 75% of the amount by which adjusted
current earnings (which includes tax-exempt interest) exceeds the
alternative minimum taxable income of the corporation. If a
shareholder receives an exempt-interest dividend and sells shares at a
loss after holding them for a period of six months or less, the loss
will be disallowed to the extent of the amount of the exempt-interest
dividend.
CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its NAV at $1.00 . The funds do not anticipate
distributing long-term capital gains.
As of March 31, 1998, Treasury Only Portfolio had a capital
loss carryforward aggregating approximately $235,000 . This loss
carryforward, of which $59,000, $115,000, and $61,000 will
expire on March 31, 2002, 2004, and 2005 , respectively, is
available to offset future capital gains.
As of March 31, 1998, Treasury Portfolio had a capital loss
carryforward aggregating approximately $724,000. This loss
carryforward, of which $342,000 and $382,000 will expire on
March 31, 2002 and 2004 , respectively, is available to offset
future capital gains.
As of March 31, 1998, Government Portfolio had a capital loss
carryforward aggregating approximately $997,000 . This loss
carryforward, of which $240,000, $746,000, and $11,000 will
expire on March 31, 2002, 2003, and 2004 , respectively, is
available to offset future capital gains.
As of March 31, 1998 , Domestic Portfolio had a capital
loss carryforward aggregating approximately $126,000. This loss
carryforward, of which $44,000, $49,000, $32,000 and $1,000
will expire on March 31, 2001, 2003, 2005 and 2006 ,
respectively, is available to offset future capital gains.
As of March 31, 1998, Money Market Portfolio had a capital loss
carryforward aggregating approximately $2,220,000. This loss
carryforward, of which $336,000, $898,000, $547,000, $245,000,
$14,000 and $180,000 will expire on March 31, 2001,
2002, 2003, 2004, 2005 and 2006, respectively, is available to
offset future capital gains.
As of March 31, 1998, Rated Money Market Portfolio had a
capital loss carryforward aggregating approximately $29,000.
This loss carryforward, of which $5,000, $10,000, and $14,000
will expire on March 31, 2004, 2005, and 2006,
respectively, is available to offset future capital gains.
As of March 31, 1998, Tax-Exempt Portfolio had a capital loss
carryforward aggregating approximately $496,000. This loss
carryforward, all of which will expire on May 31,
2005, is available to offset future capital gains.
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, state law provides for a pass-through of the state and
local income tax exemption afforded to direct owners of U.S.
Government securities. Some states limit this pass-through to mutual
funds that invest a certain amount in U.S. Government securities, and
some types of securities, such as repurchase agreements and some
agency-backed securities, may not qualify for this benefit. The
tax treatment of your dividend distributions from a fund will be the
same as if you directly owned a proportionate share of the U.S.
Government securities . Because the income earned on most U.S.
Government securities is exempt from state and local income taxes, the
portion of dividends from a fund attributable to these securities will
also be free from income taxes. The exemption from state and local
income taxation does not preclude states from assessing other taxes on
the ownership of U.S. Government securities. In a number of states,
corporate franchise (income) tax laws do not exempt interest earned on
U.S. Government securities whether such securities are held directly
or through a fund.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company
and avoid being subject to federal income or excise taxes at the fund
level, each fund intends to distribute substantially all of its net
investment income and net realized capital gains within each calendar
year as well as on a fiscal year basis, and intends to comply with
other tax rules applicable to regulated investment companies.
Each fund is treated as a separate entity from the other funds, if
any, of its trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may
be subject to state and local personal property taxes. Investors
should consult their tax advisers to determine whether a fund is
suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the Investment Company Act of 1940 ( 1940 Act), control
of a company is presumed where one individual or group of individuals
owns more than 25% of the voting stock of that company. Therefore,
through their ownership of voting common stock and the execution of
the shareholders' voting agreement, members of the Johnson family may
be deemed, under the 1940 Act, to form a controlling group with
respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures
for personal investing and restricts certain transactions. For
example, all personal trades in most securities require pre-clearance,
and participation in initial public offerings is prohibited. In
addition, restrictions on the timing of personal investing in relation
to trades by Fidelity funds and on short-term trading have been
adopted.
TRUSTEES AND OFFICERS
The Trustees, Memb ers of the Advisory Board, and executive
officers of the trust are listed below. Except as indicated,
each individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR. The business address of each Trustee,
Member of the Advisory Board, and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR. The business address of all the other Trustees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk
(*).
*EDWARD C. JOHNSON 3d (67) , Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of Fidelity Investments Money Management, Inc.
(1998) , Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
J. GARY BURKHEAD (56) , Member of the Advisory Board (1997),
is Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
RALPH F. COX (65) , Trustee, is President of RABAR
Enterprises (management consulting-engineering industry , 1994).
Prior to February 1994, he was President of Greenhill Petroleum
Corporation (petroleum exploration and production). Until March 1990,
Mr. Cox was President and Chief Operating Officer of Union Pacific
Resources Company (exploration and production). He is a Director of
USA Waste Services, Inc. (non-hazardous waste, 1993), CH2M Hill
Companies (engineering), Rio Grande, Inc. (oil and gas production),
and Daniel Industries (petroleum measurement equipment manufacturer).
In addition, he is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (66 ), Trustee. Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
ROBERT M. GATES (54) , Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of LucasVarity
PLC (automotive components and diesel engines), Charles Draper
Laboratory (non-profit), NACCO Industries, Inc. (Mining and
manufacturing), and TRW Inc. (original equipment and replacement
products). Mr. Gates is also a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.
E. BRADLEY JONES ( 70 ), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as
a Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board
and President , a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
DONALD J. KIRK (65 ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of the National Arts Stabilization Fund, Chairman
of the Board of Trustees of the Greenwich Hospital Association,
Director of the Yale-New Haven Health Services Corp. (1998), a
Member of the Public Oversight Board of the American Institute of
Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers,
Inc. (1996).
*PETER S. LYNCH ( 55) , Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). In addition, he
serves as a Trustee of Boston College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989) and Society for the Preservation
of New England Antiquities, and as an Overseer of the Museum of Fine
Arts of Boston.
WILLIAM O. McCOY ( 68 ), Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).
GERALD C. McDONOUGH ( 69 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996 and Brush-Wellman Inc. (metal
refining) from 1983-1997.
MARVIN L. MANN ( 64) , Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993), Imation Corp. (imaging and information storage, 1997) ,
and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State
United Way (1993) and is a member of the University of Alabama
President's Cabinet.
*ROBERT C. POZEN (51), Trustee (1997) and Senior Vice President, is
also President and a Director of FMR (1997); and President and a
Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc. (1997). Previously, Mr. Pozen
served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.
THOMAS R. WILLIAMS ( 69 ), Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).
BOYCE I. GREER (42), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997) and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).
FRED L. HENNING, JR. (58), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995) and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.
ROBERT LITTERST (38), is Vice President of Government
Portfolio (1997), Treasury Portfolio (1997), Treasury
Only Portfolio (1997), and other funds advised by FMR. Prior
to his current responsibilities, Mr. Litterest has managed a variety
of Fidelity funds.
SCOTT A. ORR (36) , is Vice President of Tax-Exempt
Portfolio (1995) and other funds advised by FMR. Prior to
his current responsibilities, Mr. Orr has managed a variety of
Fidelity funds.
ROBERT DUBY (51) , is Vice President of Rated Money Market
Portfolio (1996), Money Market Portfolio (1997) and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Duby has managed a variety of Fidelity funds.
JOHN TODD (49), is Vice President of Domestic Portfolio (1997) and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Todd has managed a variety of Fidelity funds.
ERIC D. ROITER (49), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).
RICHARD A. SILVER ( ), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).
THOMAS D. MAHER (53 ), Assistant Vice President, is Assistant
Vice President of Fidelity's Municipal Bond Funds (1996) and of
Fidelity's Money Market Funds.
JOHN H. COSTELLO (51 ), Assistant Treasurer, is an employee of
FMR.
LEONARD M. RUSH (52) , Assistant Treasurer (1994), is an
employee of FMR (1994). Prior to becoming Assistant Treasurer of the
Fidelity funds, Mr. Rush was Chief Compliance Officer of FMR Corp.
(1993-1994) and Chief Financial Officer of Fidelity Brokerage
Services, Inc. (1990-1993).
THOMAS J. SIMPSON (39) , Assistant Treasurer, is Assistant
Treasurer of Fidelity's municipal bond funds (1996) and of
Fidelity's Money Market Funds (1996) and an employee of FMR
(1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund
Controller of Liberty Investment Services (1987-1995).
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended March 31, 1998, or
calendar year ended December 31, 1997 , as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGGREGATE
COMPENSATION
FROM A FUND
Edward
J. Ralph Phyllis Robert C. E. Donald Peter William Gerald Marvin Robert Thomas
Gary F. Burke M. Johnson Bradley J. S. O. C. L. C. R.
Burkhead** Cox Davis Gates*** 3d** Jones Kirk Lynch** McCoy**** McDonald Mann Pozen Williams
Treasury
$ 0 $ 483 $ 483 $ 496 $ 0 $ 483 $ 483 $ 0 $ 496 $ 603 $ 477 $ 0 $ 483
OnlyB
TreasuryB
0 3,415 3,415 3,505 0 3,415 3,415 0 3,505 4,264 3,369 0 3,415
GovernmentB
0 1,658 1,658 1,699 0 1,658 1,658 0 1,699 2,067 1,636 0 1,658
DomesticB
0 488 488 500 0 488 488 0 500 609 482 0 488
Rated Money
0 156 156 159 0 156 156 0 159 194 154 0 156
MarketB
Money
0 4,030 4,030 4,130 0 4,030 4,030 0 4,130 5,024 3,975 0 4,030
MarketB,C,D
Tax-ExemptB
0 911 911 289 0 911 911 0 289 1,136 899 0 911
TOTAL
$ 0 $ 214,500 $ 210,000 $ 176,000 $ 0 $ 211,500 $ 211,500 $ 0 $ 214,500 $264,500 $ 214,500 $ 0 $214,500
COMPENSAT
ION FROM
THE FUND
COMPLEX*,A
</TABLE>
* Information is for the calendar year ended December 31, 1997 for 230
funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are compensated
by FMR.
*** Mr. Gates was elected to the Board of Trustees of Colchester
Street Trust on December 17, 1997.
**** Mr. McCoy was elected to the Board of Trustees of Colchester
Street Trust on December 17, 1997.
A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1997, the Trustees
accrued required deferred compensation from the fund complex as
follows: Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert
M. Gates, $62,500; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000;
William O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L.
Mann, $75,000; and Thomas R. Williams, $75,000. Certain of the
non-interested Trustees elected voluntarily to defer a portion of
their compensation as follows: Ralph F. Cox, $53,699; Marvin L. Mann,
$53,699; and Thomas R. Williams, $62,462.
B Compensation figures include cash, and may include amounts
required to be deferred and amounts deferred at the election of
Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $1,901; Phyllis Burke Davis,
$1,901; Robert M. Gates, $1,923; E. Bradley Jones, $1,901; Donald J.
Kirk, $1,901; William O. McCoy, $1,923; Gerald C. McDonough, $2,218;
Marvin L. Mann, $1,901; and Thomas R. Williams, $1,901.
D Certain of the non-interested Trustees' aggregate compensation
from a fund includes accrued voluntary deferred compensation as
follows: Thomas R. Williams, $1,586, Money Market Portfolio.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds including funds in each major
investment discipline and representing a majority of Fidelity's assets
under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.
As of March 31, 1998, the Trustees, Members of the Advisory Board,
and officers of each class owned, in the aggregate, less than 1% of
each class's total outstanding shares.
As of March 31, 1998, the following owned of record or beneficially
5% or more of each class's outstanding shares:
Treasury Only Portfolio - Class I: Ropes & Gray, Boston, MA
(15.78%); First Union National Bank, Charlotte, NC (15.38%); State
Street Bank & Trust Company, Boston, MA (10.51%); Boston Harbor Trust
Company, Boston, MA (9.74%); Wein, Malkin & Bettex, New York, NY
(5.42%); Fleet National Bank, Providence, RI (5.32%).
Treasury Only Portfolio - Class II: FBS Investment Services, Inc.,
Minneapolis, MN (34.41%); The Bank of New York, New York, NY (30.28%);
BankBoston, Boston, MA (30.17%).
Treasury Only Portfolio - Class III: Bankers Trust Company, New
York, NY (24.37%); Marquette Trust Company, Golden Valley, MN
(23.50%); Safety Fund National Bank, Fitchburg, MA (18.14%); Bank One,
N.A., Columbus, OH (8.83%); BankBoston, Boston, MA (7.90%); First
Union National Bank, Charlotte, NC (7.76%); Chase Bank of Texas,
Houston, TX (6.08%).
Treasury Portfolio - Class I: The Bank of New York, New York, NY
(11.51%); Michigan Public Funds Inv. Trust, Farmington Hills, MI
(6.84%); Chase Bank of Texas, Houston, TX (6.22%); First Union
National Bank, Charlotte, NC (5.59%).
Treasury Portfolio - Class II: First Chicago Investment Services,
Chicago, IL (41.93%); Corestates Financial Corporation, Philadelphia,
PA (24.69%); Chase Bank of Texas, Houston, TX (14.02%); Citicorp
Investment Services, New York, NY (10.24%).
Treasury Portfolio - Class III: The Bank of New York, New York, NY
(54.99%); First Tennessee Bank, Memphis, TN, (7.20%); Summit Bank,
Hackensack, NJ (6.60%); Chase Bank of Texas, Houston, TX (6.05%);
First Union National Bank, Charlotte, NC (5.50%).
Government Portfolio - Class I: First Tennessee Bank, Memphis, TN
(9.38%); State Street Bank & Trust Company, Boston, MA (6.93%); Chase
Bank of Texas, Houston, TX (6.25%); Chase Investment Services, New
York, NY (6.15%).
Government Portfolio - Class II: Chase Bank of Texas, Houston, TX
(22.33%); First Union National Bank, Charlotte, NC (21.62%); Southwest
Bank of Texas N.A., Houston, TX (17.51%); Nationsbank, Charlotte, NC
(13.49%); Drovers Bank, York, PA (6.95%); Capital Network Services,
Inc., San Francisco, CA (6.70%).
Government Portfolio - Class III: Chase Bank of Texas, Houston, TX
(61.04%); Bank One, N.A., Columbus, OH (16.24%); FBS Investment
Services, Inc., Minneapolis, MN (6.58%).
Domestic Portfolio - Class I: Northeast Utilities, Inc., Hartford,
CT (9.09%); Intel Corporation, Santa Clara, CA (7.05%); Chase Bank of
Texas, Houston, TX (6.91%); Simmons First National Bank, Pine Bluff,
AR (5.57%); Pennsylvania Housing Finance Agency, Harrisburg, PA
(5.10%).
Domestic Portfolio - Class II: BankBoston, Boston, MA (87.66%);
Nationsbank, Charlotte, NC (12.33%).
Domestic Portfolio - Class III: Northwestern Trust Company,
Seattle, WA (27.28%); Frost National Bank, San Antonio, TX (22.40);
Chase Bank of Texas, Houston, TX (15.69%); First Union National Bank,
Charlotte, NC (11.66%); Reliance Trust Company, Atlanta, GA (9.60%);
Nationsbank, Charlotte, NC (6.70%); BankBoston, Boston, MA
(5.02%).
Rated Money Market Portfolio - Class I: Montgomery County,
Rockville, MD (11.70%); Metric Partners, Foster City, CA (11.33%);
Perini Corporation, Framingham, MA (9.29%); American Bank & Trust Co.,
Tulsa, OK (6.22%); Independence Mining Company, Denver, CO (5.77%);
Fred Alger Management, Inc., New York, NY (5.10%).
Rated Money Market Portfolio - Class II: BankBoston, Boston, MA
(100.00%).
Rated Money Market Portfolio - Class III: Chase Bank of Texas,
Houston, TX (32.30%); Nationsbank, Charlotte, NC (22.02%); BankBoston,
Boston, MA (20.95%); Michigan Public Funds Inv. Trust, Farmington
Hills, MI (15.97); The Bank of New York, New York, NY (5.37).
Money Market Portfolio - Class I: Citibank, N.A., New York, NY
(7.21%); Fleet National Bank, Providence, RI (5.44%).
Money Market Portfolio - Class II: Chase Bank of Texas, Houston, TX
(32.56%); BankBoston, Boston, MA (31.15); First Security Bank of Utah,
Salt Lake City, UT (20.52%); Nationsbank, Charlotte, NC (9.82%);
Southwest Bank of St. Louis, St. Louis, MO (5.93%).
Money Market Portfolio - Class III: FBS Investment Services, Inc.,
Minneapolis, MN (34.81%); Chase Bank of Texas, Houston, TX (19.93%);
First Union National Bank, Charlotte, NC (10.40%); Security Trust
Company, San Diego, CA (6.59%); Fidelity National Bank, Atlanta, GA
(6.20%); Nationsbank, Charlotte, NC (6.00%).
Tax-Exempt Portfolio - Class I: Fleet National Bank, Providence, RI
(17.67); BankBoston, Boston, MA (6.53%); First Tennessee Bank,
Memphis, TN (6.52).
Tax-Exempt Portfolio - Class II: Nationsbank, Charlotte, NC
(47.40%); Indiana National Bank, Indianapolis, IN (25.64%);
BankBoston, Boston, MA (18.51%).
Tax-Exempt Portfolio - Class III: FBS Investment Services, Inc.,
Minneapolis, MN (69.95%); First Chicago NBD Corp., Chicago, IL
(9.73%); Marquette Trust Company, Golden Valley, MN (5.64%).
A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other
shareholders.
MANAGEMENT CONTRACTS
FMR is each fund's manager pursuant to management contracts dated
May 30, 1993 for Treasury Portfolio, Government Portfolio, Domestic
Portfolio, and Money Market Portfolio; January 29, 1992 for Tax-Exempt
Portfolio; May 31, 1997 for Treasury Only Portfolio; and January 1,
1998 for Rated Money Market Portfolio, which were approved by
shareholders on November 18, 1992, November 13, 1991, May 9, 1997 and
December 30, 1997, respectively.
On May 9, 1997 (for Treasury Only Portfolio) and on December 30,
1997 (for Rated Money Market Portfolio) shareholders of each fund
approved changes in each fund's respective management contract. The
prior contracts, dated September 30, 1993 and December 29, 1994, were
approved by shareholders on March 24, 1993 and December 8, 1994, for
Treasury Only Portfolio and Rated Money Market Portfolio,
respectively. Under the prior contracts, each fund paid FMR an
all-inclusive management fee rate at an annual rate of 0.42% of the
fund's average net assets, and FMR paid all of the fund's other
expenses with certain exceptions (such as Rule 12b-1 fees). Under the
new contracts, the management fee rate is 0.20% of each fund's average
net assets and each fund (rather than FMR) pays all other
expenses.
MANAGEMENT SERVICES. Each fund employs FMR to furnish investment
advisory and other services. Under the terms of its management
contract with each fund, FMR acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies, and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical, and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities
laws and making necessary filings under state
securities laws; developing management and shareholder services
for each fund; and furnishing reports, evaluations, and analyses on a
variety of subjects to the Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee
payable to FMR and the fees payable to the transfer, dividend
disbursing, and shareholder servicing agent, pricing and bookkeeping
agent each fund or each class thereof, as applicable, pays all of
its expenses that are not assumed by those parties. Each fund pays for
the typesetting, printing, and mailing of its proxy materials to
shareholders, legal expenses, and the fees of the custodian, auditor
and non-interested Trustees. Each fund's management contract
further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders; however, under the
terms of each fund's transfer agent agreement, the transfer agent
bears the costs of providing these services to existing shareholders
of the applicable classes. Other expenses paid by each fund, or each
class thereof, as applicable, include interest, taxes, brokerage
commissions, the fund's proportionate share of insurance premiums and
Investment Company Institute dues, and the costs of registering shares
under federal securities laws and making necessary filings
under state securities laws. Each fund is also liable for such
non-recurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.
MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee at the annual
rate of 0.20% of its average net assets throughout the month.
The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.
<TABLE>
<CAPTION>
<S> <C> <C>
Fund Fiscal Year Ended March 31 Management Fees Paid to FMR
Treasury Only Portfolio+ 1998 $ 2,858,388
1997 $ 5,400,564*
1996 $ 5,448,560*
Treasury Portfolio 1998 $ 16,809,807
1997 $ 18,662,472
1996 $ 13,337,040
Government Portfolio 1998 $ 8,427,180
1997 $ 7,316,191
1996 $ 6,905,768
Domestic Portfolio 1998 $ 2,486,885
1997 $ 2,567,679
1996 $ 1,924,309
Rated Money Market Portfolio++ 1998 $ 1,408,420
1997 $ 1,289,421*
1996** $ 714,940*
1995*** $ 1,352,919*
Money Market Portfolio 1998 $ 20,235,151
1997 $ 18,446,400
1996 $ 13,337,921
Tax-Exempt Portfolio 1998 $ 4,572,721
1997 $ 4,268,633
1996 $ 3,883,600
</TABLE>
+ These numbers reflect management fees paid under the fund's
prior contract that was in effect through May 31, 1997.
++ These numbers reflect management fees paid under the fund's
prior contract that was in effect through December 31, 1997.
* After reduction of fees and expenses paid by the fund to the
non-interested trustees.
** Fiscal period September 1, 1995 to March 31, 1996
*** Fiscal year ended August 31, 1995
FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes,
brokerage commissions, and extraordinary expenses) which is subject
to revision or termination . FMR retains the ability to be repaid
for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year.
Expense reimbursements by FMR will increase a class's total returns
and yield, and repayment of the reimbursement by a class will lower
its total returns and yield.
During the past three fiscal years, FMR voluntarily agreed, subject
to revision or termination, to reimburse the funds if and to the
extent that the fund's aggregate operating expenses, including
management fees but excluding any applicable 12b-1 fees, were in
excess of an annual rate of its average net assets. The table below
shows the period of reimbursement and levels of expense limitations
for the applicable funds; the dollar amount of management fees
incurred under each fund's contract before reimbursement; and the
dollar amount of management fees reimbursed by FMR under the expense
reimbursement for each period.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Periods of Aggregate Fiscal Management Fee Amount of
Expense Limitation Operating Years Before Management Fee
From To Expense Ended Reimbursement Reimbursement
Limitation March 31
Treasury Only Portfolio Ju ly 1, 1995 current 0.20% 1998 $ 2,858,388 $ 1,103,217
1997 $ 5,400,564* $ 2,8 37,362
1996 $ 5,448,560* $ 2,856,829
Treasury Portfolio July 1, 1995 current 0.20% 1998 $ 16,809,807 $ 4,056,841
1997 $ 18,662,472 $ 4,417,486
1996 $ 13,337,040 $ 3,272,965
Government Portfolio July 1, 1995 current 0.20% 1998 $ 8,427,180 $ 2,734,302
1997 $ 7,316,191 $ 2,313,930
1996 $ 6,905,768 $ 1,810,837
Domestic Portfolio July 1, 1995 current 0.20% 1998 $ 2,486,885 $ 815,276
1997 $ 2,567,679 $ 1,040,947
1996 $ 1,924,309 $ 812,447
Rated Money Market Portfolio July 1, 1995 current 0.20% 1998 $ 1,408,420 $ 728,930
1997 $ 1,289,421* $ 6 83,902
1996** $ 714,940* $ 255,565
1995*** $ 1,352,919* $ 0
Money Market Portfolio July 1, 1995 current 0.18% 1998 $ 20,235,151 $ 6,929,834
1997 $ 18,446,400 $ 8,91 4,954
1996 $ 13,337,921 $ 7,536,472
Tax-Exempt Portfolio July 1, 1995 current 0.20% 1998 $ 4,572,721 $ 1,361,100
1997 $ 4,268,633 $ 1,682,003
1996 $ 3,883,600 $ 1,281,732
</TABLE>
* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.
** Fiscal period September 1, 1995 to March 31, 1996
*** Fiscal year ended August 31, 1995.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with
FIMM pursuant to which FIMM has primary responsibility
for providing portfolio investment management services to the
funds. Previously, FMR Texas Inc. (FMR Texas) had primary
responsibility for providing investment management services to the
funds. On January 23, 1998, FMR Texas was merged into FIMM, which
succeeded to the operations of FMR Texas.
Under the terms of the sub-advisory agreements, FMR pays FIMM fees
equal to 50% of the management fee payable to FMR under its management
contract with each fund. The fees paid to FIMM are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.
Fees paid to FMR Texas Inc. and FIMM by FMR on behalf of each fund
for the past three fiscal years are shown in the table below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Fiscal Year Ended March 31 Fees Paid to F MR Texas Fees Paid to FIMM
Treasury Only Portfolio 1998 $ 1,214,003 $ 215,191
1997 $ 2,700,282 $ 0
1996 $ 2,724,280 $ 0
Treasury Portfolio 1998 $ 6,911,829 $ 1,493,075
1997 $ 9,331,236 $ 0
1996 $ 6,668,520 $ 0
Government Portfolio 1998 $ 3,391,600 $ 821,990
1997 $ 3,658,096 $ 0
1996 $ 3,452,884 $ 0
Domestic Portfolio 1998 $ 990,351 $ 253,092
1997 $ 1,283,840 $ 0
1996 $ 962,155 $ 0
Rated Money Market Portfolio 1998 $ 615,305 $ 88,905
1997 $ 644,711 $ 0
1996* $ 357,470 $ 0
1995** $ 676,460 $ 0
Money Market Portfolio 1998 $ 8,031,310 $ 2,086,266
1997 $ 9,223,200 $ 0
1996 $ 6,668,961 $ 0
Tax-Exempt Portfolio 1998 $ 1,849,770 $ 436,591
1997 $ 2,134,317 $ 0
1996 $ 1,941,800 $ 0
</TABLE>
* Fiscal period September 1, 1995 to March 31, 1996
** Fiscal year ended August 31, 1995
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved a Distribution and Service Plans on
behalf of Class I, Class II and Class III of each fund pursuant to
Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in
substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the
sale of shares of the fund except pursuant to a plan approved on
behalf of the fund under the Rule. The Plans, as approved by the
Trustees, allow Class I, Class II and Class III of the funds and FMR
to incur certain expenses that might be considered to constitute
direct or indirect payment by the funds of distribution expenses.
Pursuant to each Class II Plan, FDC is paid a monthly distribution fee
at an annual rate of 0.15% of Class II's average net assets determined
at the close of business on each day throughout the month.
Pursuant to each Class III Plan, FDC is paid a monthly distribution
fee at an annual rate of 0.2 5 % of Class III's average net
assets determined at the close of business on each day throughout the
month.
Currently, the full amount of distribution fees paid by Class II
and Class III is reallowed to investment professionals (including FDC)
as compensation for their services in connection with the distribution
of Class II or Class III shares, as applicable, and for providing
support services to Class II or Class III shareholders, as applicable,
based upon the level of services provided.
For the fiscal year ended March 31, 1998, Class II of each fund
paid FDC the following distribution fees:
Fund Fees paid to FDC Fees retained by FDC
Treasury Only Portfolio $ 77,026 $ 18,660*
Treasury Portfolio $ 436,029 $ 76,560*
Government Portfolio $ 174, 3 17 --
Domestic Portfolio $ 16,366 --
Rated Money Market Portfolio $ 41,909 --
Money Market Portfolio $ 146,987 --
Tax-Exempt Portfolio $ 62,927 --
For the fiscal year ended March 31, 1998, Class III of each fund
paid FDC the following distribution fees:
Fund Fees paid to FDC Fees retained by FDC
Treasury Only Portfolio $ 159,095 --
Treasury Portfolio $ 8,297,121 --
Government Portfolio $ 1,730,202 $ 10,020*
Domestic Portfolio $ 213,409 --
Rated Money Market Portfolio $ 116,323 --
Money Market Portfolio $ 1,461,065 --
Tax-Exempt Portfolio $ 97,356 --
* Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. As of March 31, 1998, amounts not eligible for
reallowance were held in an FDC account.
Under each Class I Plan, if the payment of management fees by
the fund to FMR is deemed to be indirect financing by the fund of the
distribution of its shares, such payment is authorized by the Plan.
Each Class I Plan specifically recognizes that FMR may use its
management fee revenue, as well as its past profits or its other
resources, to pay FDC for expenses incurred in connection with the
distribution of Class I shares. In addition, each Class I Plan
provides that FMR, directly or through FDC, may make payments to third
parties, such as banks or broker-dealers, that engage in the sale of
Class I shares, or provide shareholder support services. Currently,
the Board of Trustees has authorized such payments for Class I shares.
Under each Class II and Class III Plan, if the payment of
management fees by the fund to FMR is deemed to be indirect financing
by the fund of the distribution of its shares, such payment is
authorized by the Plan. Each Class II and Class III Plan
specifically recognizes that FMR may use its management fee revenue,
as well as its past profits, or its other resources, to pay FDC for
expenses incurred in connection with the distribution of Class II or
Class III shares, including payments made to third parties that
engage in the sale of Class II or Class III shares or to third
parties, including banks, that render shareholder support services.
Currently, the Board of Trustees has authorized such payments for
Class II and Class III shares.
Payments made by FMR through FDC to third parties for the fiscal
year ended March 31, 1998 amounted to the following amounts (rounded
to the nearest $1,000):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fund Class I Class II Class III
Treasury Only Portfolio $ 146,000 $ 3,000 $ 6,000
Treasury Portfolio $ 97,000 $ 3,000 $ 31,000
Government Portfolio $ 96,000 $ 3,000 $ 94,000
Domestic Portfolio $ 17,000 $ 1,000 $ 4,000
Rated Money Market Portfolio -- -- --
Money Market Portfolio $ 114,000 $ 8,000 $ 36,000
Tax-Exempt Portfolio $ 28,000 $ 2,000 $ 2,000
</TABLE>
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of the fund and its shareholders.
In particular, the Trustees noted that each Class I Plan does not
authorize payments by Class I of the fund other than those made
to FMR under its management contract with the fund. To the extent that
each Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the applicable class, additional sales of
fund shares may result. Furthermore, certain shareholder support
services may be provided more effectively under the Plans by local
entities with whom shareholders have other relationships.
Each Class II and Class III Plan does not provide for
specific payments by Class II and Class III of any of the
expenses of FDC, or obligate FDC or FMR to perform any specific type
or level of distribution activities or incur any specific level of
expense in connection with distribution activities.
The Class I plans were approved by shareholders of Class I of each of
Treasury Portfolio , Government Portfolio , Domestic
Portfolio , and Money Market Portfolio on November 18,
1992, by shareholders of Class I of Tax-Exempt Portfolio on
November 30, 1991; by shareholders of Class I of Treasury Only
Portfolio on May 9, 1997, and by shareholders of Class I of
Rated Money Market Portfolio on December 8, 1994. Each Class I
plan was approved by shareholders, in connection with a reorganization
transaction on May 30, 1993 for Treasury Portfolio , Government
Portfolio , Domestic Portfolio , and Money Market
Portfolio ; January 29, 1992 for Tax-Exempt Portfolio ,
May 30, 1997 for Treasury Only Portfolio , and December 29, 1994
for Rated Money Market Portfolio , pursuant to an Agreement and
Plan of Conversion.
The Class II plans were approved by FMR as the then sole shareholder
of Class II of each of Treasury Portfolio , Government
Portfolio , Domestic Portfolio , Rated Money Market
Portfolio and Tax-Exempt Portfolio on October 31, 1995.
The Class II plan for Treasury Only Portfolio was approved by
shareholders of Class II on May 9, 1997. The Class II plan for
Treasury Only Portfolio was approved by shareholders, in
connection with a reorganization transaction on May 30, 1997, pursuant
to an Agreement and Plan of Conversion.
The Class III plan for Treasury Portfolio was approved by FMR
as the then sole shareholder on October 22, 1993. The Class III plan
for Government Portfolio was approved by FMR as the then sole
shareholder on April 4, 1994. The Class III plan for Domestic
Portfolio was approved by FMR as the then sole shareholder on
July 19, 1994. The Class III plan for Money Market Portfolio
was approved by FMR as the then sole shareholder on November 17, 1993.
The Class III plans for Tax-Exempt Portfolio , and Rated Money
Market Portfolio were approved by FMR as the then sole
shareholder on October 31, 1995. The Class III plan for Treasury Only
Portfolio was approved by shareholders of Class III on May 9,
1997. The Class III plan for Treasury Only Portfolio was
approved by shareholders, in connection with a reorganization
transaction on May 30, 1997, pursuant to an Agreement and Plan of
Conversion.
The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling, or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
Each class of the Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio (the Taxable Funds) has entered into a
transfer agent agreement with FIIOC, an affiliate of FMR. Under the
terms of the agreements, FIIOC performs transfer agency, dividend
disbursing, and shareholder services for each class of each fund.
Each class of Tax-Exempt Portfolio has entered into a transfer
agent agreement with UMB. Under the terms of the agreements, UMB
provides transfer agency, dividend disbursing, and shareholder
services for each class of the fund. UMB in turn has entered into
sub-transfer agent agreements with FIIOC. Under the terms of the
sub-agreements, FIIOC performs all processing activities associated
with providing these services for each class of the fund and receives
all related transfer agency fees paid to UMB.
Fo r providing transfer agency services, FIIOC receives an
asset-based fee paid monthly with respect to each account in a fund.
FIIOC pays out-of-pocket expenses associated with providing
transfer agent services. In addition, FIIOC bears the expense of
typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements
to existing shareholders, with the exception of proxy statements.
Each of the Taxable Funds has also entered into a service agent
agreement with FSC, an affiliate of FMR. Under the terms of the
agreements, FSC calculates the NAV and dividends for each class of
each fund and maintains each fund's portfolio and general accounting
records.
Tax-Exempt Portfolio has also entered into a service agent
agreement with UMB. Under the terms of the agreement, UMB provides
pricing and bookkeeping services for the fund. UMB in turn has entered
into a sub-service agent agreements with FSC. Under the terms of the
sub-agreement, FSC performs all processing activities associated with
providing these services, including calculating the NAV and dividends
for each class of the fund and maintaining the fund's portfolio and
general accounting records, and receives all related pricing and
bookkeeping fees paid to UMB.
For providing pricing and bookkeeping services, FSC receives a
monthly fee based on each fund's average daily net assets throughout
the month. The annual fee rates for pricing and bookkeeping services
are .0175% of the first $500 million of average net assets and .0075%
of average net assets in excess of $500 million. The fee, not
including reimbursement for out-of-pocket expenses, is limited to a
minimum of $40,000 and a maximum of $800,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund 1998 1997 1996
Treasury Only Portfolio $ 116,314 N/A N/A
Treasury Portfolio $ 682,117 $ 757,887 $ 550,798
Government Portfolio $ 366,891 $ 328,522 $ 309,220
Domestic Portfolio $ 143,578 $ 148,284 $ 122,381
Rated Money Market Portfolio $ 20,711 N/A N/A
Money Market Portfolio $ 786,055 $ 727,821 $ 551,158
Tax-Exempt Portfolio $ 288,482 $ 277,016 $ 249,803
</TABLE>
Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR organized as a Massachusetts corporation on July 18,
1960. FDC is a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities
Dealers, Inc. The distribution agreements call for FDC to use all
reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at
NAV. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Each fund is a fund of Colchester Street
Trust , an open-end management investment company organized as a
Massachusetts business trust on November 10, 1991 , pursuant to
a Declaration of Trust that was amended and restated on April 9, 1985.
On May 30, 1993, the trust was converted to a Delaware business trust
pursuant to an agreement approved by shareholders on November 18,
1992. The Delaware trust, which was organized on June 20, 1991 under
the name Fidelity Government Securities Fund, succeeded to the
name Fidelity Institutional Cash Portfolios II on May 28, 1993, and
then to the name Fidelity Institutional Cash Portfolios on May 28,
1993 and then to the name Colchester Street Trust on May 29,
1998 . Currently, there are seven funds of Colchester Street
Trust : Treasury Only Portfolio , Treasury Portfolio ,
Government Portfolio , Domestic Portfolio , Rated Money
Market Portfolio , Money Market Portfolio and Tax-Exempt
Portfolio . The Trust Instrument permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust
or a fund, the right of the trust or fund to use the identifying name
"Fidelity" may be withdrawn. There is a remote possibility that one
fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
The assets of the trust received for the issue or sale of
shares of each fund and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are especially
allocated to such fund, and constitute the underlying assets of such
fund. The underlying assets of each fund are segregated on the books
of account, and are to be charged with the liabilities with respect to
such fund and with a share of the general expenses of the trust.
Expenses with respect to the trust are to be allocated in
proportion to the asset value of the respective funds, except where
allocations of direct expense can otherwise be fairly made. The
officers of the trust , subject to the general supervision of
the Board of Trustees, have the power to determine which expenses are
allocable to a given fund, or which are general or allocable to all of
the funds. In the event of the dissolution or liquidation of
the trust, shareholders of each fund are entitled to receive as a
class the underlying assets of such fund available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is a business
trust organized under Delaware law. Delaware law provides that
shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit.
The courts of some states, however, may decline to apply Delaware law
on this point. The Trust Instrument contains an express
disclaimer of shareholder liability for the debts, liabilities,
obligations, and expenses of the trust and requires that a disclaimer
be given in each contract entered into or executed by the trust or the
Trustees. The Trust Instrument provides for indemnification out
of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust
Instrument also provides that each fund shall, upon
request, assume the defense of any claim made against any shareholder
for any act or obligation of the fund and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability
was in effect, and the fund is unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to
shareholders is extremely remote.
The Trust Instrument further provides that the Trustees,
if they have exercised reasonable care, shall not be personally liable
to any person other than the trust or its shareholders; moreover, the
Trustees shall not be liable for any conduct whatsoever, provided that
Trustees are not protected against any liability to which they would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of their office. Claims asserted against one class of shares
may subject holders of another class of shares to certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set
forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Trust Instrument, call meetings of the trust or fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose
of voting on removal of one or more Trustees.
The trust or any fund may be terminated upon the sale of its assets
to, or merger with, another open-end management investment company or
series thereof, or upon liquidation and distribution of its assets.
Generally such terminations must be approved by vote of the holders of
a majority of the trust or the fund, as determined by the current
value of each shareholder's investment in the fund or trust]; however,
the Trustees may, without prior shareholder approval, change the form
of organization of the trust by merger, consolidation, or
incorporation. If not so terminated or reorganized , the trust
and its funds will continue indefinitely.
Under the Trust Instrument , the Trustees may, without
shareholder vote, cause the trust to merge or consolidate into one or
more trusts, partnerships, or corporations, or cause the trust to be
incorporated under Delaware law, so long as the surviving entity is an
open-end management investment company that will succeed to or assume
the trust registration statement. Each fund may invest all of its
assets in another investment company.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of the Taxable Funds . UMB
Bank, n.a., 1010 Grand Avenue, Kansas City, Missouri, is custodian of
the assets of Tax-Exempt Portfolio . Each custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. A custodian takes no
part in determining the investment policies of a fund or in deciding
which securities are purchased or sold by a fund. However, a fund may
invest in obligations of its custodian and may purchase securities
from or sell securities to its custodian. The Chase Manhattan Back,
headquartered in New York, also may serve as a special purpose
custodian of certain assets of the Taxable Funds in connection
with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the
Board of Trustees may, from time to time, conduct transactions with
various banks, including banks serving as custodians for certain funds
advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.
AUDITORS. Coopers & Lybrand L.L.P. , One Post Office Square,
Boston, Massachusetts serves as Treasury Only Portfolio's ,
Rated Money Market Portfolio's and Tax-Exempt
Portfolio's independent accountant. Price Waterhouse
LLP , 160 Federal Street, Boston, Massachusetts serves as
Treasury Portfolio's , Government Portfolio's, Domestic
Portfolio's, and Money Market Portfolio's independent
accountant. The auditor examines financial statements for the funds
and provides other audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the
fiscal year ended March 31, 1998, and reports of the auditors,
are included in the funds' Annual Report, which is a separate report
supplied with this SAI. The funds' financial statements, including the
financial highlights, and reports of the auditors are incorporated
herein by reference. For a free additional copy of the funds' Annual
Report, contact Client Services at 1-800-843-3001, 82 Devonshire
Street, Boston, MA 02109.
APPENDIX
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations
when determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF MUNICIPAL
OBLIGATIONS
Moody's ratings for short-term municipal obligations will be
designated Moody's Investment Grade ("MIG"). A two-component rating is
assigned to variable rate demand obligations. The first component
represents an evaluation of the degree of risk associated with
scheduled principal repayment and interest payments and is designated
by a long-term rating, e.g., "Aaa" or "A." The second component
represents an evaluation of the degree of risk associated with the
demand feature and is designated "VMIG."
MIG 1/VMIG 1 - This designation denotes best quality. There
is present strong protection by established cash flows, superior
liquidity support, or demonstrated broad-based access to the market
for refinancing.
MIG 2/VMIG 2 - This designation denotes high quality.
Margins of protection are ample although not so large as in the
preceding group.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF MUNICIPAL
NOTES
Municipal notes maturing in three years or less will likely receive
a "note" rating symbol. Notes that have a put option or demand feature
are assigned a dual rating. The first rating addresses the likelihood
of repayment of principal and payment of interest due and for
short-term obligations is designated by a note rating symbol. The
second rating addresses only the demand feature, and is designated by
a commercial paper rating symbol, e.g., "A-1" or "A-2."
SP-1 - Strong capacity to pay principal and interest. Issues
determined to possess very strong characteristics are given a plus (+)
designation.
SP-2 - Satisfactory capacity to pay principal and interest,
with some vulnerability to adverse financial and economic changes over
the term of the notes.
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF COMMERCIAL PAPER
Moody's assigns short-term debt ratings to obligations which have an
original maturity not exceeding one year.
Issuers rated PRIME-1 (or related supporting institutions) have a
superior ability for repayment of principal and payment of interest.
Issuers rated PRIME-2 (or related supporting institutions) have a
strong ability for repayment of principal and payment of interest.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF COMMERCIAL PAPER
Debt issues considered short-term in the relevant market may be
assigned a Standard & Poor's commercial paper rating.
A-1 - This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign
(+) designation.
A-2 - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
Colchester Street Trust (formerly Fidelity
Institutional Cash Portfolios)
PART C - OTHER INFORMATION
Item 24. Financial Statement and Exhibits.
(a) 1. Financial Statements and Financial Highlights, included in
the Annual Report for Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market Portfolio
for the fiscal year ended March 31, 1998, are included in the funds'
prospectuses, are incorporated by reference into the funds' statement
of additional information and were filed on May 26, 1998 pursuant to
Rule 30d-1 under the Investment Company Act of 1940 and are
incorporated herein by reference.
2. Financial Statements and Financial Highlights, included in
the Annual Report for Rated Money Market Portfolio and Tax-Exempt
Portfolio for the fiscal year ended March 31, 1998, are included in
the funds' prospectuses, are incorporated by reference into the funds'
statement of additional information and were filed on May 27, 1998 for
Fidelity Money Market Trust (File No. 811-2861) and Fidelity
Institutional Tax-Exempt Cash Portfolios (File No. 811-3407)
respectively, pursuant to Rule 30d-1 under the Investment Company Act
of 1940 and are incorporated herein by reference.
(b) Exhibits
1. (a) Trust Instrument, dated June 20, 1991 was electronically
filed and is incorporated herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 26.
(b) Certificate of Trust, dated June 20, 1991 was electronically
filed and is incorporated herein by reference to Exhibit 1(b) to
Post-Effective Amendment No. 26.
(c) Certificate of Amendment of Fidelity Government Securities Fund
to Fidelity Institutional Cash Portfolios II, dated May 28, 1993 was
electronically filed and is incorporated herein by reference to
Exhibit 1(c) to Post-Effective Amendment No. 26.
(d) Certificate of Amendment of Fidelity Institutional Cash
Portfolios II to Fidelity Institutional Cash Portfolios, dated May 28,
1993 was electronically filed and is incorporated herein by reference
to Exhibit 1(d) to Post-Effective Amendment No. 26.
(e) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated March 31, 1997, is incorporated herein by reference
to Exhibit 1(e) to Post-Effective Amendment No. 35.
(f) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated January 26, 1998 is incorporated herein by reference
to Exhibit 1(f) of Post-Effective Amendment No. 36.
2. Bylaws of the Trust effective May 19, 1994 were electronically
filed and are incorporated herein by reference to Exhibit 2(a) to
Union Street Trust II's Post-Effective Amendment No. 10. (File No.
33-43757).
3. Not applicable.
4. Not applicable.
5. (a) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): Money Market Portfolio
and Fidelity Management & Research Company, dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(a) to Post-Effective Amendment No. 26.
(b) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): U.S. Government
Portfolio (currently Government Portfolio) and Fidelity Management &
Research Company, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 26.
(c) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): U.S. Treasury
Portfolio II (currently Treasury Portfolio) and Fidelity Management &
Research Company, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(d) to Post-Effective
Amendment No. 26.
(d) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): Domestic Money Market
Portfolio and Fidelity Management & Research Company, dated May 30,
1993, was electronically filed and is incorporated herein by
reference to Exhibit 5(e) to Post-Effective Amendment No. 26.
(e) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): U.S. Treasury Portfolio II (currently
Treasury Portfolio) and FMR Texas Inc., dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(g) to Post-Effective Amendment No. 26.
(f) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): U.S. Government Portfolio (currently
Government Portfolio) and FMR Texas Inc., dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(h) to Post-Effective Amendment No. 26.
(g) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Domestic Money Market Portfolio and FMR
Texas Inc., dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(i) to Post-Effective
Amendment No. 26.
(h) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Money Market Portfolio and FMR Texas Inc.,
dated May 30, 1993, was electronically filed and is incorporated
herein by reference to Exhibit 5(j) to Post-Effective Amendment No.
26.
(i) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Treasury Only and FMR Texas Inc., dated May
30, 1997, is incorporated herein by reference to Exhibit 5(i) to
Post-Effective Amendment No. 36.
(j) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of Treasury
Only, and Fidelity Management & Research Company, dated May 30, 1997,
is incorporated herein by reference to Exhibit 5(j) to Post-Effective
Amendment No.36.
(k) Form of Management Contract between Colchester Street Trust on
behalf of Rated Money Market Portfolio and Fidelity Management &
Research Company is filed herein as Exhibit 5(k).
(l) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company on behalf of Colchester Street Trust: Rated Money
Market Portfolio and Fidelity Investments Money Management, Inc. is
filed herein as Exhibit 5(l).
(m) Form of Management Contract between Colchester Street Trust on
behalf of Tax-Exempt Portfolio and Fidelity Management & Research
Company is filed herein as Exhibit 5(m).
(n) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company on behalf of Colchester Street Trust: Tax-Exempt
Portfolio and Fidelity Investments Money Management, Inc. is filed
herein as Exhibit 5(l).
6. (a) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): U.S. Treasury
Portfolio II (currently Treasury Portfolio) and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 26.
(b) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): U.S. Government
Portfolio (currently Government Portfolio) and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 26.
(c) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): Domestic Money
Market Portfolio and Fidelity Distributors Corporation, dated May 30,
1993, was electronically filed and is incorporated herein by
reference to Exhibit 6(d) to Post-Effective Amendment No. 26.
(d) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): Money Market
Portfolio and Fidelity Distributors Corporation, dated May 30, 1993,
was electronically filed and is incorporated herein by reference to
Exhibit 6(e) to Post-Effective Amendment No. 26.
(e) Specimen of Service Contract between Fidelity Distributors
Corporation and "Qualified Recipients" with respect to Fidelity
Institutional Money Market Funds was electronically filed and is
incorporated by reference to Exhibit 6(e) to Post-Effective Amendment
No. 32.
(f) Specimen of Service Contract (Administrative and Recordkeeping
Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to Fidelity Institutional Money
Market Funds was electronically filed and is incorporated by reference
to Exhibit 6(f) to Post-Effective Amendment No. 32.
(g) Form of Bank Agency Agreement (most recently revised January,
1997) is filed herein as Exhibit 6(g).
(h) Form of Selling Dealer Agreement for Bank Related Transactions
(most recently revised January 1997) is filed herein as Exhibit 6(h).
(i) Form of Selling Dealer Agreement (most recently revised January
1997) is electronically filed herein as Exhibit 6(i).
(j) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated March 14, 1996
and July 15, 1996, are incorporated herein by reference to Exhibit
6(a) of Fidelity Court Street Trust's Post-Effective Amendment No. 61
(File No. 2-58774).
(k) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated October 1,
1996, is incorporated herein by reference to Exhibit 6(g) of Daily
Money Fund's Post-Effective Amendment No. 40 (File No. 2-77909).
(l) Form of General Distribution Agreement between Colchester
Street Trust: Rated Money Market Portfolio is filed herein as Exhibit
6(l).
(m) Form of General Distribution Agreement between Colchester
Street Trust: Tax-Exempt Portfolio is filed herein as Exhibit 6(m).
(n) Form of General Distribution Agreement between Colchester
Street Trust: Treasury Only Portfolio is filed herein as Exhibit 6(n).
7. (a) Retirement Plan for Non-Interested Person
Trustees, Directors or General Partners, as amended on November 16,
1995, is incorporated herein by reference to Exhibit 7(a) of Fidelity
Select Portfolio's (File No. 2-69972) Post-Effective Amendment No. 54.
(b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.
8. (a) Form of Custodian Agreement, Appendix A, Appendix B and
Appendix C between The Bank of New York and the Registrant are filed
herein as Exhibit 8(a).
(b) Form of Fidelity Group Repo Custodian Agreement and Schedule 1
among The Bank of New York, J. P. Morgan Securities, Inc., and the
Registrant are filed herein as Exhibit 8(b).
(c) Form of Fidelity Group Repo Custodian Agreement and Schedule 1
among Chemical Bank, Greenwich Capital Markets, Inc., and the
Registrant are filed herein as Exhibit 8(c).
(d) Form of Joint Trading Account Custody Agreement and First
Amendment between the The Bank of New York and the Registrant are
filed herein as Exhibit 8(d).
9. Not applicable.
10. Not applicable.
11(a) Consent of Coopers & Lybrand L.L.P. for Treasury Only
Portfolio, Rated Money Market Portfolio and Tax-Exempt Portfolio
is filed herein as Exhibit 11(a).
(b) Consent of Price Waterhouse LLP for Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market
Portfolio is filed herein as Exhibit 11(b).
12. Not applicable.
13. Not applicable.
(14)(a) Fidelity Individual Retirement Account Custodial Agreement
and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(a) of Fidelity Union Street Trust's
(File No. 2-50318) Post-Effective Amendment No. 87.
(b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(c) National Financial Services Corporation Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(h) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(d) Fidelity Portfolio Advisory Services Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(i) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit
14(l) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(h) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit
14(m) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(i) Fidelity Investments Section 403(b)(7) Individual Custodial
Account Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) of Fidelity
Commonwealth Trust's (File No. 2-52322) Post Effective Amendment No.
57.
(j) (j)Plymouth Investments Defined Contribution Retirement Plan and
Trust Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(o) of Fidelity Commonwealth Trust's (File No.
2-52322) Post Effective Amendment No. 57.
(k) The Fidelity Prototype Defined Benefit Pension Plan and Trust
Basic Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
(l) The Institutional Prototype Plan Basic Plan Document,
Standardized Adoption Agreement, and Non-Standardized Adoption
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(o) of Fidelity Securities Fund's (File No. 2-93601) Post
Effective Amendment No. 33.
(m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k)
Basic Plan Document, Standardized Adoption Agreement, and
Non-Standardized Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) of Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
(n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan
Adoption Agreement, Non-Standardized Discretionary Contribution Plan
No. 002 Adoption Agreement, and Non-Standardized Discretionary
Contribution Plan No. 003 Adoption Agreement, as currently in effect,
is incorporated herein by reference to Exhibit 14(g) of Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
(o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) of Fidelity Securities Fund's (File No.
2-93601) Post Effective Amendment No. 33.
(p) Fidelity Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(c) of Fidelity Securities Fund's (File No. 2-93601) Post
Effective Amendment No. 33.
(q) Fidelity SIMPLE-IRAPlan Adoption Agreement, Company Profile
Form, and Plan Document, as currently in effect, is incorporated
herein by reference to Exhibit 14(q) of Fidelity Aberdeen Street
Trust's (File No. 33-43529) Post-Effective Amendment No. 19.
15. (a) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market (currently Money Market Portfolio), is
incorporated herein by reference to Exhibit 15(a) to Post-Effective
Amendment No. 35.
(b) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government (currently Government Portfolio), is incorporated
herein by reference to Exhibit 15(b) to Post-Effective Amendment No.
35.
(c) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury (currently Treasury Portfolio), is incorporated
herein by reference to Exhibit 15(c) to Post-Effective Amendment No.
35.
(d) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic (currently Domestic Portfolio), is incorporated
herein by reference to Exhibit 15(d) to Post-Effective Amendment No.
35.
(e) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market Class II (currently Money Market Portfolio Class
II), is incorporated herein by reference to Exhibit 15(e) of
Post-Effective Amendment No. 35.
(f) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government Class II (currently Government Portfolio Class II),
is incorporated herein by reference to Exhibit 15(f) of Post-Effective
Amendment No. 35.
(g) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Class II (currently Treasury Portfolio Class II), is
incorporated herein by reference to Exhibit 15(g) to Post-Effective
Amendment No. 35.
(h) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic Class II (currently Domestic Portfolio Class II), is
incorporated herein by reference to Exhibit 15(h) to Post-Effective
Amendment No. 35.
(i) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market Class III, (currently Money Market Portfolio
Class III) is incorporated herein by reference to Exhibit 15(i) of
Post-Effective Amendment No. 35.
(j) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government Class III (currently Government Portfolio Class
III), is incorporated herein by reference to Exhibit 15(j) to
Post-Effective Amendment No. 35.
(k) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Class III (currently Treasury Portfolio Class III),
is incorporated herein by reference to Exhibit 15(k) to Post-Effective
Amendment No. 35.
(l) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic Class III (currently Domestic Portfolio Class III),
is incorporated herein by reference to Exhibit 15(l) to Post-Effective
Amendment No. 35.
(m) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Only Class I, is incorporated herein by reference to
Exhibit 15(m) of Post-Effective Amendment 35.
(n) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Only Class II, is incorporated herein by reference to
Exhibit 15(n) of Post-Effective Amendment 35.
(o) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional cash Portfolios (currently Colchester Street
Trust): Treasury Only Class III, is incorporated herein by reference
to Exhibit 15(o) of Post-Effective Amendment 35.
(p) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class I is filed
herein as Exhibit 15(p).
(q) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class II is
filed herein as Exhibit 15(q).
(r) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class III is
filed herein as Exhibit 15(r).
(s) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class I is filed herein
as Exhibit 15(s).
(t) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class II is filed herein
as Exhibit 15(t).
(u) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class III is filed
herein as Exhibit 15(u).
16. Schedules and data points for cumulative and average total
returns and 7-day, effective, and tax-equivalent yields for U.S.
Treasury Portfolio were electronically filed and are incorporated
herein by reference to Exhibit 16 to Post-Effective Amendment No. 26.
17. Financial Data Schedules are filed herein as Exhibit 27.
18. (a) A Multiple Class of Shares Plan for Fidelity Institutional
Money Market Funds, dated
March 19, 1998, is filed herein as Exhibit 18(a).
(b) Schedule I, March 19, 1998, to the Multiple Class of Shares Plan
for Fidelity
Institutional Money Market Funds, dated March 19, 1998, is filed
herein as Exhibit 18(b).
Item 25. Persons Controlled by or under Common Control with
Registrant
The Board of Trustees of the Registrant is the same as the boards of
other funds advised by FMR, each of which has Fidelity Management &
Research Company as its investment adviser. In addition, the officers
of these funds are substantially identical. Nonetheless, Registrant
takes the position that it is not under common control with these
other funds since the power residing in the respective boards and
officers arises as the result of an official position with the
respective funds.
Item 26. Number of Holders of Securities
Title of Class: Shares of Beneficial Interest as of March 31, 1998
Name of Series Number of Record Holders
Treasury Only Portfolio Class I 2,305
Treasury Only Portfolio Class II 51
Treasury Only Portfolio Class III 263
Treasury Portfolio Class I 1,697
Treasury Portfolio Class II 90
Treasury Portfolio Class III 688
Government Portfolio Class I 834
Government Portfolio Class II 82
Government Portfolio Class III 1,629
Domestic Portfolio Class I 489
Domestic Portfolio Class II 15
Domestic Portfolio Class III 100
Money Market Portfolio Class I 1,866
Money Market Portfolio Class II 156
Money Market Portfolio Class III 921
Rated Money Market Portfolio Class I 981
Rated Money Market Portfolio Class II 30
Rated Money Market Portfolio Class III 100
Tax-Exempt Portfolio Class I 581
Tax-Exempt Portfolio Class II 36
Tax-Exempt Portfolio Class III 47
Item 27. Indemnification
Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument states that the Registrant shall indemnify any
present trustee or officer to the fullest extent permitted by law
against liability, and all expenses reasonably incurred by him or her
in connection with any claim, action, suit or proceeding in which he
or she is involved by virtue of his or her service as a trustee,
officer, or both, and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Registrant or
its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Registrant. In the event of a settlement, no indemnification may
be provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Registrant included a materially misleading statement or
omission. However, the Registrant does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with,
information furnished to the Registrant by or on behalf of the
Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of
their own disabling conduct.
Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed sub-transfer agent,
the Transfer Agent agrees to indemnify FIIOC for FIIOC's losses,
claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) (losses) to the extent that the Transfer
Agent is entitled to and receives indemnification from the Portfolio
for the same events. Under the Transfer Agency Agreement, the
Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses
(including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder which names the
Transfer Agent and/or the Registrant as a party and is not based on
and does not result from the Transfer Agent's willful misfeasance, bad
faith or negligence or reckless disregard of duties, and arises out of
or in connection with the Transfer Agent's performance under the
Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by the Transfer Agent's willful misfeasance, bad faith
or negligence or reckless disregard of duties) which results from the
negligence of the Registrant, or from the Transfer Agent's acting upon
any instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Registrant, or as a
result of the Transfer Agent's acting in reliance upon advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Registrant, or as a result of the Transfer Agent's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Item 28. Business and Other Connections of Investment Advisor
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Board and Director of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman
of the Board and Director of FMR Corp., FIMM, FMR
U.K., and FMR FAR EAST; Chairman of the Executive
Committee of FMR; Director of Fidelity Investments
Japan Limited; President and Trustee of funds advised
by FMR.
Robert C. Pozen President and Director of FMR; Senior Vice President
and Trustee of funds advised by FMR; President and
Director of FIMM, FMR U.K., and FMR FAR EAST;
Previously, General Counsel, Managing Director, and
Senior Vice President of FMR Corp.
Peter S. Lynch Vice Chairman of the Board and Director of FMR.
Marta Amieva Vice President of FMR.
John H. Carlson Vice President of FMR and of funds advised by FMR.
Dwight D. Churchill Senior Vice President of FMR and Vice President of
Bond Funds advised by FMR; Vice President of FIMM.
Brian Clancy Vice President of FMR and Treasurer of FMR, FIMM,
FMR U.K., and FMR FAR EAST.
Barry Coffman Vice President of FMR.
Arieh Coll Vice President of FMR.
Stephen G. Manning Assistant Treasurer of FMR, FIMM, FMR U.K., FMR
FAR EAST; Treasurer of FMR Corp.
William Danoff Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Scott E. DeSano Vice President of FMR.
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
Walter C. Donovan Vice President of FMR.
Bettina Doulton Vice President of FMR and of funds advised by FMR.
Margaret L. Eagle Vice President of FMR and of funds advised by FMR.
William R. Ebsworth Vice President of FMR.
Richard B. Fentin Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Gregory Fraser Vice President of FMR and of a fund advised by FMR.
Jay Freedman Assistant Clerk of FMR; Clerk of FMR Corp., FMR
U.K., and FMR FAR EAST; Secretary of FIMM.
Robert Gervis Vice President of FMR.
David L. Glancy Vice President of FMR and of a fund advised by FMR.
Kevin E. Grant Vice President of FMR and of funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
Boyce I. Greer Senior Vice President of FMR and Vice President of
Money Market Funds advised by FMR.
Bart A. Grenier Vice President of High-Income Funds advised by
FMR;Vice President of FMR.
Robert Haber Vice President of FMR.
Richard C. Habermann Senior Vice President of FMR; Vice President of funds
advised by FMR.
Richard Hazelwood Vice President of FMR.
Fred L. Henning Jr. Senior Vice President of FMR and Vice President of
Fixed-Income funds advised by FMR.
Bruce T. Herring Vice President of FMR.
John R. Hickling Vice President of FMR and of a fund advised by FMR.
Robert F. Hill Vice President of FMR; Director of Technical Research.
Curt Hollingsworth Vice President of FMR and of funds advised by FMR.
Abigail P. Johnson Senior Vice President of FMR and Vice President of
funds advised by FMR; Director of FMR Corp.;
Associate Director and Senior Vice President of Equity
funds advised by FMR.
David B. Jones Vice President of FMR.
Steven Kaye Vice President of FMR and of a fund advised by FMR.
Francis V. Knox Vice President of FMR; Compliance Officer of FMR
U.K.
Robert A. Lawrence Senior Vice President of FMR and Vice President of
Fidelity Real Estate High Income and Fidelity Real
Estate High income II funds advised by FMR; Associate
Director and Senior Vice President of Equity funds
advised by FMR; Previously, Vice President of High
Income funds advised by FMR.
Harris Leviton Vice President of FMR and of a fund advised by FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Richard R. Mace Jr. Vice President of FMR and of funds advised by FMR.
Charles A. Mangum Vice President of FMR and of a fund advised by FMR.
Kevin McCarey Vice President of FMR and of a fund advised by FMR.
Diane M. McLaughlin Vice President of FMR.
Neal P. Miller Vice President of FMR.
David L. Murphy Vice President of FMR and of funds advised by FMR.
Scott A. Orr Vice President of FMR and of funds advised by FMR.
Jacques Perold Vice President of FMR.
Anne Punzak Vice President of FMR.
Kevin A. Richardson Vice President of FMR.
Eric D. Roiter Senior Vice President and General Counsel of FMR and
Secretary of funds advised by FMR.
Mark S. Rzepczynski Vice President of FMR.
Lee H. Sandwen Vice President of FMR.
Patricia A. Satterthwaite Vice President of FMR and of a fund advised by FMR.
Fergus Shiel Vice President of FMR.
Richard A. Silver Vice President of FMR.
Carol A. Smith-Fachetti Vice President of FMR.
Steven J. Snider Vice President of FMR.
Thomas T. Soviero Vice President of FMR and of a fund advised by FMR.
Richard Spillane Senior Vice President of FMR; Associate Director and
Senior Vice President of Equity funds advised by FMR;
Previously, Senior Vice President and Director of
Operations and Compliance of FMR U.K.
Thomas M. Sprague Vice President of FMR and of funds advised by FMR.
Robert E. Stansky Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Scott D. Stewart Vice President of FMR.
Cynthia L. Strauss Vice President of FMR.
Thomas Sweeney Vice President of FMR and of a fund advised by FMR.
Beth F. Terrana Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Yoko Tilley Vice President of FMR.
Joel C. Tillinghast Vice President of FMR and of a fund advised by FMR.
Robert Tuckett Vice President of FMR.
Jennifer Uhrig Vice President of FMR and of funds advised by FMR.
George A. Vanderheiden Senior Vice President of FMR and Vice President of
funds advised by FMR; Director of FMR Corp.
Steven S. Wymer Vice President of FMR and of a fund advised by FMR.
</TABLE>
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.
Edward C. Johnson 3d Chairman of the Board and Director of FIMM,
FMR, FMR Corp., FMR FAR EAST, and FMR
U.K.; Chairman of the Executive Committee of
FMR; President and Chief Executive Officer of
FMR Corp.; Director of Fidelity Investments
Japan Limited; President and Trustee of funds
advised by FMR.
Robert C. Pozen President and Director of FMR; Senior Vice
President and Trustee of funds advised by FMR;
President and Director of FIMM, FMR U.K., and
FMR FAR EAST; Previously, General Counsel,
Managing Director, and Senior Vice President of
FMR Corp.
Robert H. Auld Vice President of FIMM.
Dwight D. Churchill Vice President of FIMM; Senior Vice President
of FMR and Vice President of Bond Funds
advised by FMR.
Brian Clancy Treasurer of FIMM, FMR FAR EAST, FMR
U.K., and FMR and Vice President of FMR.
Robert K. Duby Vice President of FIMM and of funds advised by
FMR.
Jay Freedman Secretary of FIMM; Clerk of FMR U.K., FMR
FAR EAST, and FMR Corp.; Assistant Clerk of
FMR.
Robert Litterst Vice President of FIMM and of funds advised by
FMR.
Thomas D. Maher Vice President of FIMM and Assistant Vice
President of Money Market funds advised by
FMR.
Stephen G. Manning Assistant Treasurer of FIMM, FMR U.K., FMR
FAR EAST, and FMR; Treasurer of FMR Corp.
Scott A. Orr Vice President of FIMM and of funds advised by
FMR.
Burnell R. Stehman Vice President of FIMM and of funds advised by
FMR.
John J. Todd Vice President of FIMM and of funds advised by
FMR.
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
most funds advised by FMR.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Michael Mlinac Director None
James Curvey Director None
Martha B. Willis President None
Eric D. Roiter Senior Vice President Secretary
Caron Ketchum Treasurer and Controller None
Gary Greenstein Assistant Treasurer None
Jay Freedman Assistant Clerk None
Linda Holland Compliance Officer None
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the
funds' respective custodian: The Bank of New York, 110 Washington
Street, New York, N.Y. or UMB Bank, n.a., 1010 Grand Avenue, Kansas
City, MO.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The trustees and shareholders of Fidelity Money Market Trust have
approved a plan of reorganization ("Plan") between Fidelity Money
Market Trust: Rated Money Market redomiciling ("Predecessor fund"),
and its successor series of this Trust whereby all of the assets and
liabilities of the Predecessor fund will be transferred to this Trust.
Registrant hereby undertakes that it will submit by amendment to this
registration statement financial statements and financial highlights
reflecting the reorganization described in the Plan.
The trustees and shareholders of Fidelity Institutional Tax-Exempt
Cash Portfolios have approved a plan of reorganization ("Plan")
between Fidelity Institutional Cash Portfolios: Tax-Exempt
redomiciling ("Predecessor fund"), and its successor series of this
Trust whereby all of the assets and liabilities of the Predecessor
fund will be transferred to this Trust. Registrant hereby undertakes
that it will submit by amendment to this registration statement
financial statements and financial highlights reflecting the
reorganization described in the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 37 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 27th day of May 1998.
Colchester Street Trust (formerly Fidelity Institutional Cash
Portfolios)
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d (dagger) President and Trustee May 27, 1998
Edward C. Johnson 3d (Principal Executive Officer)
/s/Richard A. Silver Treasurer May 27, 1998
Richard A. Silver
/s/Robert C. Pozen Trustee May 27, 1998
Robert C. Pozen
/s/Ralph F. Cox * Trustee May 27, 1998
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee May 27, 1998
Phyllis Burke Davis
/s/Robert M. Gates ** Trustee May 27, 1998
Robert M. Gates
/s/E. Bradley Jones * Trustee May 27, 1998
E. Bradley Jones
/s/Donald J. Kirk * Trustee May 27, 1998
Donald J. Kirk
/s/Peter S. Lynch * Trustee May 27, 1998
Peter S. Lynch
/s/Marvin L. Mann * Trustee May 27, 1998
Marvin L. Mann
/s/William O. McCoy * Trustee May 27, 1998
William O. McCoy
/s/Gerald C. McDonough * Trustee May 27, 1998
Gerald C. McDonough
/s/Thomas R. Williams * Trustee May 27, 1998
Thomas R. Williams
</TABLE>
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.
/s/Edward C. Johnson 3d___________ /s/Peter S. Lynch________________
Edward C. Johnson 3d Peter S. Lynch
/s/J. Gary Burkhead_______________ /s/William O. McCoy______________
J. Gary Burkhead William O. McCoy
/s/Ralph F. Cox __________________ /s/Gerald C. McDonough___________
Ralph F. Cox Gerald C. McDonough
/s/Phyllis Burke Davis_____________ /s/Marvin L. Mann________________
Phyllis Burke Davis Marvin L. Mann
/s/E. Bradley Jones________________ /s/Thomas R. Williams ____________
E. Bradley Jones Thomas R. Williams
/s/Donald J. Kirk __________________
Donald J. Kirk
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash Portfolios
Fidelity Advisor Series III Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series VII Fidelity Money Market Trust
Fidelity Advisor Series VIII Fidelity Mt. Vernon Street Trust
Fidelity Beacon Street Trust Fidelity Municipal Trust
Fidelity Boston Street Trust Fidelity Municipal Trust II
Fidelity California Municipal Trust Fidelity New York Municipal Trust
Fidelity California Municipal Trust II Fidelity New York Municipal Trust II
Fidelity Capital Trust Fidelity Phillips Street Trust
Fidelity Charles Street Trust Fidelity Puritan Trust
Fidelity Commonwealth Trust Fidelity Revere Street Trust
Fidelity Concord Street Trust Fidelity School Street Trust
Fidelity Congress Street Fund Fidelity Securities Fund
Fidelity Contrafund Fidelity Select Portfolios
Fidelity Corporate Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Court Street Trust Fidelity Summer Street Trust
Fidelity Court Street Trust II Fidelity Trend Fund
Fidelity Covington Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Daily Money Fund Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Union Street Trust II
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Newbury Street Trust
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund Variable Insurance Products Fund III
Fidelity Hastings Street Trust
</TABLE>
in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d_ July 17, 1997
Edward C. Johnson 3d
POWER OF ATTORNEY
I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after March 1,
1997.
WITNESS my hand on the date set forth below.
/s/Robert M. Gates March 6, 1997
Robert M. Gates
EXHIBIT 5(K)
FORM OF
MANAGEMENT CONTRACT
BETWEEN
COLCHESTER STREET TRUST
RATED MONEY MARKET PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Amendment made this ____ day of _____, 1998, by and between
Colchester Street Trust, a Delaware business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Rated Money Market Portfolio (hereinafter
called the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser"), as set
forth in its entirety below.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. For the services and facilities to be furnished hereunder, the
Adviser shall receive a monthly management fee equivalent to the
annual rate of .20% of the average daily net assets of the Portfolio
(computed in the manner set forth in the Trust Instrument) throughout
the month; provided that in the case of initiation or termination of
this contract during any month, the fee for that month shall be
reduced proportionately on the basis of the number of business days
during which it is in effect and the fee computed upon the average net
assets for the business days it is so in effect for that month.
In case of initiation or termination of this Contract during any
month, the fee for that month shall be reduced proportionately on the
basis of the number of business days during which it is in effect, and
the fee computed upon the average net assets for the business days it
is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund or the Adviser; (iv) legal and audit expenses; (v) custodian,
registrar and transfer agent fees and expenses; (vi) fees and expenses
related to the registration and qualification of the Fund and the
Portfolio's shares for distribution under state and federal securities
laws; (vii) expenses of printing and mailing reports and notices and
proxy material to shareholders of the Portfolio; (viii) all other
expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
6 (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until
____________ and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent
on the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b)
of this paragraph 6, the terms of any continuance or modification of
this Contract must have been approved by the vote of a majority of
those Trustees of the Fund who are not parties to the Contract or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument and
agrees that the obligations assumed by the Fund pursuant to this
Contract shall be limited in all cases to the Portfolio and its
assets, and the Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio
or any other Portfolios of the Fund. In addition, the Adviser shall
not seek satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Trust Instrument are separate
and distinct from those of any and all other Portfolios.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
SIGNATURE LINES OMITTED
Exhibit 5(l)
FORM OF
SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this ___ day of _______, 1998, by and between
Fidelity Investments Money Management Inc., a New Hampshire
corporation with principal offices at Contra Way, P.O. Box 9600,
Merrimack, New Hampshire (hereinafter called the "Sub-Adviser") and
Fidelity Management & Research Company, a Massachusetts corporation
with principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with
Colchester Street Trust, a Delaware business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Rated Money Market Portfolio (hereinafter
called the "Portfolio"), pursuant to which the Adviser is to act as
investment manager and adviser to the Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of money market mutual funds, both taxable and
tax-exempt, advising generally with respect to money market
instruments, and managing or providing advice with respect to cash
management.
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of the Portfolio in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the "l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the
Trustees. The Sub-Adviser shall, subject to review by the Board of
Trustees, furnish such other services as the Sub-Adviser shall from
time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished
by the Adviser.
(c) The Sub-Adviser, at its own expense, shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's
account with brokers or dealers selected by the Sub-Adviser, which may
include brokers or dealers affiliated with the Adviser or Sub-Adviser.
The Sub-Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to
the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of l934) to
the Portfolio and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.
2. The Sub-Adviser will be compensated by the Adviser on the
following basis for the services to be furnished hereunder: the
Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of
the management fee which the Portfolio is obligated to pay the Adviser
under the Portfolio's Management Contract with the Adviser. Such fee
shall not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the
Fund, are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, the Fund or to any shareholder of
the Portfolio for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Agreement shall continue in force until
______ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Adviser,
the Sub-Adviser and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities. This Agreement shall terminate
automatically in the event of its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Trust
Instrument of the Fund and agrees that any obligation of the Fund or
the Portfolio arising in connection with this Agreement shall be
limited in all cases to the Portfolio and its assets, and the
Sub-Adviser shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Trustees
or any individual Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING
EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
SIGNATURE LINES OMITTED
Exhibit 5(m)
Form of
MANAGEMENT CONTRACT
between
COLCHESTER STREET TRUST
TAX-EXEMPT PORTFOLIO
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made as of the _______________, by and between Colchester
Street Trust a Delaware business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the
"Trust"), on behalf of Tax-Exempt Portfolio hereinafter called the
"Portfolio") and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser").
1. (a) Investment Advisory Services. The Adviser undertakes to act
as investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (IV) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (Vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. For the services and facilities to be furnished hereunder, the
Adviser shall receive an annual management fee payable monthly as soon
as practicable after the last day of each month and equivalent to an
annual rate of .20% of average daily net assets of the Portfolio of
the Fund.
4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund or the Adviser; (IV) legal and audit expenses; (v) custodian,
registrar and transfer agent fees and expenses; (vi) fees and expenses
related to the registration and qualification of the Fund and the
Portfolio's shares for distribution under state and federal securities
laws; (Vii) expenses of printing and mailing reports and notices and
proxy material to shareholders of the Portfolio; (Viii) all other
expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (Ix) a pro rata
share, based on relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until
________ and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on
the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
and agrees that the obligations assumed by the Fund pursuant to this
Contract shall be limited in all cases to the Portfolio and its
assets, and the Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio
or any other Portfolios of the Fund. In addition, the Adviser shall
not seek satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust are
separate and distinct from those of any and all other Portfolios.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized all as of the date written above.
Signature Lines Omitted
Exhibit 5(n)
FORM OF
SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this _____ day of __________, 1998, by and between
Fidelity Money Management, Inc., a New Hampshire corporation with
principal offices at Contra Way, P.O. Box 9600, Merrimack, New
Hampshire (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with
Colchester Street Trust, a Delaware business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Tax-Exempt Portfolio (hereinafter called the
"Portfolio"), pursuant to which the Adviser is to act as investment
manager and adviser to the Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of money market mutual funds, both taxable and
tax-exempt, advising generally with respect to money market
instruments, and managing or providing advice with respect to cash
management.
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of the Portfolio in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the "l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the
Trustees. The Sub-Adviser shall, subject to review by the Board of
Trustees, furnish such other services as the Sub-Adviser shall from
time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished
by the Adviser.
(c) The Sub-Adviser, at its own expense, shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's
account with brokers or dealers selected by the Sub-Adviser, which may
include brokers or dealers affiliated with the Adviser or Sub-Adviser.
The Sub-Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to
the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of l934) to
the Portfolio and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.
2. The Sub-Adviser will be compensated by the Adviser on the
following basis for the services to be furnished hereunder: the
Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of
the management fee which the Portfolio is obligated to pay the Adviser
under the Portfolio's Management Contract with the Adviser. Such fee
shall not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, the Fund or to any shareholder of
the Portfolio for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Agreement shall continue in force until
_______ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Adviser,
the Sub-Adviser and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities. This Agreement shall terminate
automatically in the event of its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust of the Fund and agrees that any obligations of the Fund or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Sub-Adviser
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Trustees
or any individual Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized all as of the date written above.
SIGNATURE LINES OMITTED
Exhibit 6(g)
FORM OF
BANK AGENCY AGREEMENT
We at Fidelity Distributors Corporation offer to make available to
your customers shares of the mutual funds, or the separate series or
classes of the mutual funds, listed on Schedules A and B attached to
this Agreement (the "Portfolios"). We may periodically change the
list of Portfolios by giving you written notice of the change. We are
the Portfolios' principal underwriter and act as agent for the
Portfolios. You (____________________________________) are a division
or affiliate of a bank (____________________________________) and
desire to make Portfolio shares available to your customers on the
following terms:
1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
2. Making Portfolio Shares Available to Your Customers: (a) In all
transactions covered by this Agreement: (i) you will act as agent for
your customers; in no transaction are you authorized to act as agent
for us or for any Portfolio; (ii) you will initiate transactions only
upon your customers' orders; (iii) we will execute transactions only
upon receiving instructions from you acting as agent for your
customers; and (iv) each transaction will be for your customer's
account and not for your own account. Each transaction will be
without recourse to you, provided that you act in accordance with the
terms of this Agreement.
(b) You agree to make Portfolio shares available to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to make Portfolio shares available to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to order Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You will not withhold placing customers'
orders so as to profit yourself as a result of such withholding (for
example, by a change in a Portfolio's net asset value from that used
in determining the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act").
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to make Portfolio shares available to your
customers only in states where you may legally make such Portfolio's
shares available. You will not make available shares of any Portfolio
unless such shares are registered under the applicable state and
federal laws and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis. At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
3. Your Compensation: (a) Your fee, if any, for acting as agent
with respect to sales of Portfolio shares will be as provided in the
Prospectus or in the applicable schedule of agency fees issued by us
and in effect at the time of the sale. Upon written notice to you, we
or any Portfolio may change or discontinue any schedule of agency
fees, or issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) After the effective date of any change in or discontinuance of
any schedule of agency fees, distribution payments, or service
payments, or the termination of a Plan, any agency fees, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any agency fee, distribution
payment, or service payment, you will remit such overpayment.
(d) If, within seven (7) business days after our confirmation of
the original purchase order for shares of a Portfolio, such shares are
redeemed by the issuing Portfolio or tendered for redemption by the
customer, you agree (i) to refund promptly to us the full amount of
any agency fee, distribution payment, or service payment paid to you
on such shares, and (ii) if not yet paid to you, to forfeit the right
to receive any agency fee, distribution payment, or service payment
payable to you on such shares. We will notify you of any such
redemption within ten (10) days after the date of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, 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
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer or "Bank": (a) Each party to
this Agreement represents to the other party that it is either (i) a
registered broker/dealer under the 1934 Act, or (ii) a "bank" as
defined in Section 3(a)(6) of the 1934 Act.
(b) If a party is a registered broker/dealer, such party represents
that it is qualified to act as a broker/dealer in the states where it
transacts business, and it is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). It agrees
to maintain its broker/dealer registration and qualifications and its
NASD membership in good standing throughout the term of this
Agreement. It agrees to abide by all of the NASD's rules and
regulations, including the NASD's Conduct Rules -- in particular,
Section 2830 of such Rules, which section is deemed a part of and is
incorporated by reference in this Agreement. This Agreement will
terminate automatically without notice in the event that a party's
NASD membership is terminated.
(c) If you are a "bank", you represent that you are duly authorized
to engage in the transactions to be performed under this Agreement,
and you agree to comply with all applicable federal and state laws,
including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities. This Agreement will
terminate automatically without notice in the event that you cease to
be a "bank" as defined in Section 3(a)(6) of the 1934 Act.
(d) Nothing in this Agreement 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.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In ordering Portfolio shares from us under this Agreement, you will
rely only on the representations contained in the Prospectus. Upon
your request, we will furnish you with a reasonable number of copies
of the Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with making Portfolio shares available to your customers
without obtaining our prior written approval. You may not distribute
or make available to investors any information that we furnish you
marked "FOR DEALER USE ONLY" or that otherwise indicates that it is
confidential or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: 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. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty 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 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is file against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend making Portfolio shares available
to your customers in the event of any such filing or violation, or in
the event that you cease to be a member in good standing of the NASD
or you cease to be a "bank" as defined in Section 3(a)(6) of the 1934
Act.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market. All notices to you shall be given or
sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
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)
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By __________________________________
Dated: ________________
[ATTACH REVISED SCHEDULES A AND B ]
Exhibit 6(h)
FORM OF
SELLING DEALER AGREEMENT
(FOR BANK-RELATED TRANSACTIONS)
We at Fidelity Distributors Corporation invite you to distribute
shares of the mutual funds, or the separate series or classes of the
mutual funds, listed on Schedules A and B attached to this Agreement
(the "Portfolios"). We may periodically change the list of Portfolios
by giving you written notice of the change. We are the Portfolios'
principal underwriter and, as agent for the Portfolios, we offer to
sell Portfolio shares to you on the following terms:
1. Certain Defined Terms: (a) You
(_____________________________________) are registered as a
broker/dealer under the Securities Exchange Act of 1934 (the "1934
Act") and have executed a written agreement with a bank or bank
affiliate to provide brokerage services to that bank, bank affiliate
and/or their customers. As used in this Agreement, the term "Bank"
means a bank as defined in Section 3(a)(6) of the 1934 Act, or an
affiliate of such a bank, with which you have entered into a written
agreement to provide brokerage services; and the term "Bank Client"
means a customer of such a Bank.
(b) As used in this Agreement, the term "Prospectus" means the
applicable Portfolio's prospectus and related statement of additional
information, whether in paper format or electronic format, included in
the Portfolio's then currently effective registration statement (or
post-effective amendment thereto), and any information that we or the
Portfolio may issue to you as a supplement to such prospectus or
statement of additional information (a "sticker"), all as filed with
the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933.
2. Purchases of Portfolio Shares for Sale to Customers: (a) In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
(b) You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the 1934 Act. If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the sale,
or, at our option, sell the shares that you ordered back to the
issuing Portfolio, and we may hold you responsible for any loss
suffered by us or the issuing Portfolio as a result of your failure to
make payment as required.
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares.
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis. At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you. Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) Concessions, distribution payments, and service payments apply
only with respect to (i) shares of the "Fidelity Funds" (as designated
on Schedule A attached to this Agreement) purchased or maintained for
the account of Bank Clients, and (ii) shares of the "Fidelity Advisor
Funds" (as designated on Schedule B attached to this Agreement).
Anything to the contrary notwithstanding, neither we nor any Portfolio
will provide to you, nor may you retain, concessions on your sales of
shares of, or distribution payments or service payments with respect
to assets of, the Fidelity Funds attributable to you or any of your
clients, other than Bank Clients. When you place an order in shares
of the Fidelity Funds with us, you will identify the Bank on behalf of
whose Clients you are placing the order; and you will identify as a
non-Bank Client Order, any order in shares of the Fidelity Funds
placed for the account of a non-Bank Client.
(d) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
(e) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, 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
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer: (a) Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"). Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement. Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement. This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
(b) Nothing in this Agreement 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.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: 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. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty 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 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market. All notices to you shall be given or
sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 11.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
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: ________________
[ATTACH REVISED SCHEDULES A AND B]
Exhibit 6(i)
FORM OF
SELLING DEALER AGREEMENT
We at Fidelity Distributors Corporation invite you
(______________________________) to distribute shares of the mutual
funds, or the separate series or classes of the mutual funds, listed
on Schedule A attached to this Agreement (the "Portfolios"). We may
periodically change the list of Portfolios by giving you written
notice of the change. We are the Portfolios' principal underwriter
and, as agent for the Portfolios, we offer to sell Portfolio shares to
you on the following terms:
1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
2. Purchases of Portfolio Shares for Sale to Customers: (a) In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
(b) You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act"). If
we do not receive your payment on or before such settlement date, we
may, without notice, cancel the sale, or, at our option, sell the
shares that you ordered back to the issuing Portfolio, and we may hold
you responsible for any loss suffered by us or the issuing Portfolio
as a result of your failure to make payment as required.
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares.
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf. At the
time of the transaction, you guarantee the legal capacity of your
customers and any co-owners of such shares so transacting in such
shares.
3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you. Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
(d) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, 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
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer: (a) Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"). Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement. Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement. This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
(b) Nothing in this Agreement 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.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: 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. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty 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 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L10A, Boston, Massachusetts 02109,
Attn: Broker Dealer Services Group. All notices to you shall be given
or sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
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: _________________
[ATTACH REVISED SCHEDULE A]
Exhibit 6(l)
Form of
GENERAL DISTRIBUTION AGREEMENT
between
COLCHESTER STREET TRUST
RATED MONEY MARKET PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
AGREEMENT made this ____________ between Colchester Street Trust, a
Delaware business trust having its principal place of business in
Boston, Massachusetts and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Rated Money
Market Portfolio, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal business
place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to the
Distributor shall be nonexclusive in that the Issuer reserves the
right to sell its shares to investors on applications received and
accepted by the Issuer. Further, the Issuer reserves the right to
issue shares in connection with the merger or consolidation, or
acquisition by the Issuer through purchase or otherwise, with any
other investment company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by the Distributor or the Issuer will be sold
at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per share, as
determined in the manner described in the Issuer's current Prospectus
and/or Statement of Additional Information, plus a sales charge (if
any) described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
the Distributor shall have the right subject to such rules or
regulations of the Securities and Exchange Commission as may then be
in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares
of the Issuer. If a fee in connection with shareholder redemptions is
in effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and the Distributor's authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
the Distributor to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction in which it is not now registered or to
maintain its registration in any jurisdiction in which it is now
registered. If a sales charge is in effect, the Distributor shall
have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the
public offering price only and fix in such agreements the portion of
the sales charge which may be retained by dealers, provided that the
Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing
said form of dealer agreement and amendments thereto as an exhibit to
its currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by
the Issuer to give any information or to make any representations
other than those contained in the appropriate registration statements
or Prospectuses and Statements of Additional Information filed with
the Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent the Distributor from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares the Distributor may reasonably
be expected to sell. The Issuer shall make available to the
Distributor such number of copies of its currently effective
Prospectus and Statement of Additional Information as Distributors may
reasonably request. The Issuer shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may reimburse the
Distributor for any direct expenses incurred in the distribution of
shares of the Issuer from any source available to it, including
advisory and service or management fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributors or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.
The Distributor also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Issuer or any person indemnified to be deemed to
protect the Issuer or any person against any liability to which the
Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person
against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. In the case of any
notice to the Distributor, it shall be entitled to participate, at its
own expense, in the defense or, if it so elects, to assume the defense
of any suit brought to enforce the claim, but if the Distributor
elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Issuer, to its officers
and Board and to any controlling person or persons, defendant or
defendants in the suit. In the event that the Distributor elects to
assume the defense of any suit and retain counsel, the Issuer or
controlling persons, defendant or defendants in the suit, shall bear
the fees and expense of any additional counsel retained by them. If
the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor agrees
to notify the Issuer promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of
the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until __________ and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to the Distributor, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Trust Instrument or other organizational document of the Issuer and
agrees that the obligations assumed by the Issuer under this contract
shall be limited in all cases to the Issuer and its assets.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees
or any individual Trustee of the Issuer. Distributors understands
that the rights and obligations of each series of shares of the Issuer
under the Issuer's Trust Instrument or other organizational document
are separate and distinct from those of any and all other series.
15. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
[Signature Lines Omitted]
Exhibit 6(m)
Form of
GENERAL DISTRIBUTION AGREEMENT
between
COLCHESTER STREET TRUST
TAX-EXEMPT PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION
AGREEMENT made as of the _______________, by and between Colchester
Street Trust, a Delaware business trust, which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Tax-Exempt Portfolio, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its
principal place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to the
Distributor shall be nonexclusive in that the Issuer reserves the
right to sell its shares to investors on applications received and
accepted by the Issuer. Further, the Issuer reserves the right to
issue shares in connection with the merger or consolidation, or
acquisition by the Issuer through purchase or otherwise, with any
other investment company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by the Distributor or the Issuer will be sold
at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per share, as
determined in the manner described in the Issuer's current Prospectus
and/or Statement of Additional Information, plus a sales charge (if
any) described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
the Distributor shall have the right subject to such rules or
regulations of the Securities and Exchange Commission as may then be
in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares
of the Issuer. If a fee in connection with shareholder redemptions is
in effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and the Distributor's authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
the Distributor to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction in which it is not now registered or to
maintain its registration in any jurisdiction in which it is now
registered. If a sales charge is in effect, the Distributor shall
have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the
public offering price only and fix in such agreements the portion of
the sales charge which may be retained by dealers, provided that the
Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing
said form of dealer agreement and amendments thereto as an exhibit to
its currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by
the Issuer to give any information or to make any representations
other than those contained in the appropriate registration statements
or Prospectuses and Statements of Additional Information filed with
the Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for the Distributor's use. This shall not be
construed to prevent the Distributor from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares the Distributor may reasonably
be expected to sell. The Issuer shall make available to the
Distributor such number of copies of its currently effective
Prospectus and Statement of Additional Information as the Distributor
may reasonably request. The Issuer shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.
The Distributor also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Issuer or any person indemnified to be deemed to
protect the Issuer or any person against any liability to which the
Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice
of service on any designated agent). However, failure to notify the
Distributor of any claim shall not relieve the Distributor from any
liability which it may have to the Issuer or any person against whom
the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
the Distributor, it shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce the claim, but if the Distributor elects
to assume the defense, the defense shall be conducted by counsel
chosen by it and satisfactory to the Issuer, to its officers and Board
and to any controlling person or persons, defendant or defendants in
the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Issuer or controlling
persons, defendant or defendants in the suit, shall bear the fees and
expense of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any suit, it will
reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor agrees
to notify the Issuer promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of
the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until __________ and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to the Distributor, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Issuer and agrees that the obligations
assumed by the Issuer under this contract shall be limited in all
cases to the Issuer and its assets. The Distributor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer. Nor shall the Distributor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee of the Issuer. The Distributor understands that
the rights and obligations of each series of shares of the Issuer
under the Issuer's Declaration of Trust are separate and distinct from
those of any and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and the Distributor has executed this instrument in its
name and behalf by one of its officers duly authorized, as of the day
and year first above written.
[Signature Lines Omitted]
LG920140.039
Exhibit 6(n)
Form of
GENERAL DISTRIBUTION AGREEMENT
between
COLCHESTER STREET TRUST: Treasury Only Portfolio
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this _____________, between Colchester Street Trust, a
Delaware business trust having its principal place of business in
Boston, Massachusetts and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Treasury
Only Portfolio, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: the Distributor (i) shall have the right to
sell, as agent on behalf of the Issuer, shares authorized for issue
and registered under the 1933 Act, and (ii) may sell shares under
offers of exchange, if available, between and among the funds advised
by Fidelity Management & Research Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the
Distributor shall be nonexclusive in that the Issuer reserves the
right to sell its shares to investors on applications received and
accepted by the Issuer. Further, the Issuer reserves the right to
issue shares in connection with the merger or consolidation, or
acquisition by the Issuer through purchase or otherwise, with any
other investment company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by the Distributor or the Issuer will be sold
at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per share, as
determined in the manner described in the Issuer's current Prospectus
and/or Statement of Additional Information, plus a sales charge (if
any) described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
the Distributor shall have the right subject to such rules or
regulations of the Securities and Exchange Commission as may then be
in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares
of the Issuer. If a fee in connection with shareholder redemptions is
in effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and the Distributor's authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
the Distributor to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction in which it is not now registered or to
maintain its registration in any jurisdiction in which it is now
registered. If a sales charge is in effect, the Distributor shall
have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the
public offering price only and fix in such agreements the portion of
the sales charge which may be retained by dealers, provided that the
Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing
said form of dealer agreement and amendments thereto as an exhibit to
its currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by
the Issuer to give any information or to make any representations
other than those contained in the appropriate registration statements
or Prospectuses and Statements of Additional Information filed with
the Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for the Distributor's use. This shall not be
construed to prevent the Distributor from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares the Distributor may reasonably
be expected to sell. The Issuer shall make available to the
Distributor such number of copies of its currently effective
Prospectus and Statement of Additional Information as the Distributor
may reasonably request. The Issuer shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may reimburse the
Distributor for any direct expenses incurred in the distribution of
shares of the Issuer from any source available to it, including
advisory and service or management fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.
The Distributor also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Issuer or any person indemnified to be deemed to
protect the Issuer or any person against any liability to which the
Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice
of service on any designated agent). However, failure to notify the
Distributor of any claim shall not relieve the Distributor from any
liability which it may have to the Issuer or any person against whom
the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
the Distributor, it shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce the claim, but if the Distributor elects
to assume the defense, the defense shall be conducted by counsel
chosen by it and satisfactory to the Issuer, to its officers and Board
and to any controlling person or persons, defendant or defendants in
the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Issuer or controlling
persons, defendant or defendants in the suit, shall bear the fees and
expense of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any suit, it will
reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor agrees
to notify the Issuer promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of
the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until _____________ and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to the Distributor, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees
or any individual Trustee of the Issuer. The Distributor understands
that the rights and obligations of each series of shares of the Issuer
under the Issuer's Declaration of Trust or other organizational
document are separate and distinct from those of any and all other
series.
15. This agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and the Distributor has executed this instrument in its
name and behalf by one of its officers duly authorized, as of the day
and year first above written.
[Signature Lines Omitted]
Exhibit 8(a)
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 3
2.06 Depositary Receipts 3
2.07 Exercise of Rights; Tender Offers 3
2.08 Stock Dividends, Rights, Etc. 3
2.09 Options 4
2.10 Futures Contracts 4
2.11 Borrowing 4
2.12 Interest Bearing Deposits 5
2.13 Foreign Exchange Transactions 5
2.14 Securities Loans 5
2.15 Collections 6
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 7
2.20 Nondiscretionary Functions 7
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 9
2.25 Custodian's Books and Records . 9
2.26 Opinion of Fund's Independent Certified Public
Accountants 9
2.27 Reports of Independent Certified Public Accountants 10
2.28 Overdraft Facility 10
III. PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS 10
3.01 Proper Instructions and Special Instructions 10
3.02 Authorized Persons 11
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
i
IV. SUBCUSTODIANS 11
4.01 Domestic Subcustodians 12
4.02 Foreign Subcustodians and Interim Subcustodians 12
4.03 Special Subcustodians 13
4.04 Termination of a Subcustodian 13
4.05 Certification Regarding Foreign Subcustodians 13
V. STANDARD OF CARE; INDEMNIFICATION 14
5.01 Standard of Care 14
5.02 Liability of Custodian for Actions of Other Persons 15
5.03 Indemnification 15
5.04 Investment Limitations 16
5.05 Fund's Right to Proceed 16
VI. COMPENSATION 17
VII. TERMINATION 17
7.01 Termination of Agreement as to One or More Funds 17
7.02 Termination as to One or More Portfolios 18
VIII. DEFINED TERMS 18
IX. MISCELLANEOUS 19
9.01 Execution of Documents, Etc 19
9.02 Representative Capacity; Nonrecourse Obligations 19
9.03 Several Obligations of the Funds and the Portfolios 19
9.04 Representations and Warranties 19
9.05 Entire Agreement 20
9.06 Waivers and Amendments 20
9.07 Interpretation 20
9.08 Captions 20
9.09 Governing Law 20
9.10 Notices 21
IX. MISCELLANEOUS 21
9.11 Assignment 21
9.12 Counterparts 21
9.13 Confidentiality; Survival of Obligations 21
ii
APPENDICES
Appendix "A" - List of Funds and Portfolios
Appendix "B" - List of Additional Custodians,
Special Subcustodians and Foreign Subcustodians
Appendix "C" - Procedures Relating to
Custodian's Security Interest
Exhibit 8(a)
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, each Fund is or may be organized with one or more series of
shares, 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, each Fund desires to appoint the Custodian as custodian on
behalf of each of its Portfolios in accordance with the provisions of
the Investment Company Act of 1940, as amended (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 each of its Portfolios, each Fund hereby employs and
appoints the Custodian as a custodian, subject to the terms and
provisions of this Agreement. Each Fund shall deliver to the
Custodian, or shall cause to be delivered to the Custodian, cash,
securities and other assets owned by each of its Portfolios from time
to time during the term of this Agreement and shall specify to which
of its Portfolios 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 each Fund's Portfolios delivered
to the Custodian and, on behalf of such 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 each Fund's
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 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.
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 the 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 each applicable Fund of such
action in writing by facsimile transmission or in such other manner as
such Fund and the 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, a Fund on behalf of
any applicable Portfolio 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
the applicable 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. Each Fund, on behalf of its
applicable Portfolios, 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 a Fund, on behalf of any applicable
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 the applicable
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 applicable
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. Each Fund, on behalf of its applicable
Portfolios, 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 applicable Fund on behalf of such Portfolio and the Custodian, as
collateral for borrowings effected by such 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 the 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 applicable Fund may direct
pursuant to Proper Instructions. Such Interest Bearing Deposits may
be denominated in U.S. Dollars or other currencies, as the applicable
Fund on behalf of its Portfolio 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 each Fund for
Interest Bearing Deposits accepted on the Custodian's books in the
United States on behalf of the Fund's Portfolios 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 applicable 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
applicable 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 a Fund deals on behalf of its
Portfolios 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 a 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 of such Fund 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 each Fund
with respect to portfolio securities and other assets of each of such
Fund's Portfolios; (b) promptly credit to the account of each
applicable 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 applicable Fund; (c)
promptly endorse and deliver any instruments required to effect such
collections; (d) promptly execute ownership and other certificates and
affidavits for all federal, state and foreign tax purposes in
connection with receipt of income, capital gains or other payments
with respect to portfolio securities and other assets of each
applicable Portfolio, or in connection with the purchase, sale or
transfer of such securities or other assets; and (e) promptly file any
certificates or other affidavits for the refund or reclaim of foreign
taxes paid, and promptly notify each applicable Fund of any changes to
law, interpretative rulings or procedures regarding such reclaims, and
otherwise use all available measures customarily used to minimize the
imposition of foreign taxes at source, and promptly inform each
applicable Fund of alternative means of minimizing such taxes of which
the Custodian shall become aware (or with the exercise of reasonable
care should have become aware); 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 each Fund with respect to its Portfolios. The Custodian
shall promptly notify each applicable Fund in writing by facsimile
transmission or in such other manner as each such Fund and the
Custodian may agree in writing if any amount payable with respect to
portfolio securities or other assets of the Portfolios of such Fund(s)
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 applicable Fund or Funds in such Proper
Instructions; or (b) upon receipt of Special Instructions, as
otherwise directed by the applicable Fund or Funds, for the purpose of
the payment of dividends or other distributions to shareholders of
each applicable Portfolio, 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 applicable Fund on behalf of one or more
of its Portfolios 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 Funds, and shall promptly credit such
funds to the account(s) of the applicable Portfolio(s). The Custodian
shall promptly notify each applicable Fund of Custodian's receipt of
cash in payment for Shares issued by such 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 applicable Fund; and (b) make federal funds
available to the applicable Fund as of specified times agreed upon
from time to time by the applicable Fund and the Custodian, in the
amount of checks received in payment for Shares which are deposited to
the accounts of each applicable Portfolio.
Section 2.18. Proxies, Notices, Etc. The Custodian shall deliver to
each applicable 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 one or more
of the applicable Fund's 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 each Portfolio.
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 each Portfolio 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 each applicable 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 each applicable 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 applicable 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 a
Portfolio 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 No. 300, 31 CFR 306.115, (ii) Subpart B of
Treasury Circular Public Debt Series No. 27-76, 31 CFR 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 each applicable 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 and shall be so designated on the books and
records of the Securities System.
(B) The Securities System shall be obligated to comply with the
Custodian's directions with respect to the securities held in such
Account and shall not be entitled to a lien against the assets in such
Account for extensions of credit to the Custodian other than for
payment of the purchase price of such assets.
(C) Each Fund hereby designates the Custodian as the party in whose
name any securities deposited by the Custodian in the Account are to
be registered.
(D) 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.
(E) 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 and shall be
maintained for such Portfolio by the Custodian. The Custodian shall
deliver to each applicable 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 applicable Portfolio.
Such transaction reports shall be delivered to each applicable Fund or
any agent designated by such Fund pursuant to Proper Instructions, by
computer or in such other manner as such Fund and the Custodian may
agree in writing.
(F) The Custodian shall, if requested by a Fund pursuant to Proper
Instructions, provide such 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.
(G) 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 any Portfolio maintained with such
Securities System.
Section 2.23. Other Transfers.
(a) Upon receipt of Proper Instructions, the Custodian shall transfer
to or receive from a third party that has been appointed to serve as
an additional custodian of one or more Portfolios (an "Additional
Custodian") securities, cash and other assets of such Portfolio(s) in
accordance with such Proper Instructions. Each Additional Custodian
shall be identified as such on Appendix B, as the same may be amended
from time to time in accordance with the provisions of Section
9.06(c).
(b) Upon receipt of Special Instructions, the Custodian shall make
such other dispositions of securities, funds or other property of a
Portfolio 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 Portfolio 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 a Fund in the
preparation of reports to such Fund's 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 each Portfolio 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 each Portfolio, (iv) monies borrowed
and monies loaned (together with a record of the collateral therefor
and substitutions of such collateral), (v) dividends and interest
received, (vi) the amount of tax withheld by any person in respect of
any collection made by the Custodian or any Subcustodian, and (vii)
the amount of reclaims or refunds for foreign taxes paid; and (c)
cancelled checks and bank records related thereto. The Custodian
shall keep such other books and records of each Fund as such Fund
shall reasonably request. All such books and records maintained by
the Custodian shall be maintained in a form acceptable to the
applicable 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 each applicable Fund and shall be
available during normal business hours for inspection and use by such
Fund and its agents, including, without limitation, its independent
certified public accountants. Notwithstanding the preceding sentence,
no Fund shall 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 a Fund
may request to obtain from year to year favorable opinions from such
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 a Fund, the Custodian shall deliver to such 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 any 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
applicable 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 applicable Fund and the Custodian; and (b)
shall accrue interest from the date of the Overdraft to the date of
payment in full by the applicable Fund on behalf of the applicable
Portfolio at a rate agreed upon in writing, from time to time, by the
Custodian and the applicable Fund. The Custodian and each 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 such Fund. The Custodian shall promptly
notify each applicable Fund in writing (an "Overdraft Notice") of any
Overdraft by facsimile transmission or in such other manner as such
Fund and the Custodian may agree in writing. At the request of the
Custodian, each applicable Fund, on behalf of one or more of its
Portfolios, shall pledge, assign and grant to the Custodian a security
interest in certain specified securities of the applicable 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 applicable 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 applicable 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 applicable 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. Each 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 applicable Fund or any other person designated by the Treasurer of
such 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
applicable 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 applicable
Fund.
Section 3.02. Authorized Persons. Concurrently with the execution
of this Agreement and from time to time thereafter, as appropriate,
each Fund shall deliver to the Custodian, duly certified as
appropriate by a Treasurer or Assistant Treasurer of such 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 such 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 by a Fund 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 for that Fund.
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 any Fund
shall have physical access to the assets of any Portfolio of that Fund
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) each Fund's independent certified public accountants from
examining or reviewing the assets of the Portfolios of the Fund held
by the Custodian. Each Fund shall deliver to the Custodian a written
certificate identifying such Authorized Persons, Trustees, officers,
employees and agents of such 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 each applicable 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 such 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 each applicable Fund regarding appointment of a
Domestic Subcustodian and the expiration of thirty (30) days after the
date of such notice, such 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 each applicable Fund on behalf of
its 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 applicable 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 applicable Portfolios
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. Each Fund shall be responsible for informing the
Custodian sufficiently in advance of a proposed investment by one of
its Portfolios 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 a
Fund's rights or the Foreign Subcustodian's obligations or duties to
a 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 applicable Fund in
writing by facsimile transmission or in such other manner as such 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 applicable 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 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 applicable Portfolio(s) and other
registered open-end management investment companies for which Fidelity
Management & Research Company serves as investment adviser, through
which such 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 each applicable 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 each applicable 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 each
applicable 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 each applicable Fund, terminate any Domestic
Subcustodian, Foreign Subcustodian or Interim Subcustodian, and (B)
shall, upon receipt of Special Instructions, terminate any
Subcustodian with respect to each applicable Fund, in accordance with
the termination provisions under the applicable subcustodian
agreement.
Section 4.05. Certification Regarding Foreign Subcustodians. Upon
request of a Fund, the Custodian shall deliver to such Fund a
certificate stating: (i) the identity of each Foreign Subcustodian
then acting on behalf of the Custodian for such Fund and its
Portfolios; (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 of such Fund; and (iii) such other information as may be
requested by such 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 each Fund for
all loss, damage and expense suffered or incurred by such Fund or its
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 any Fund or
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 Funds 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 applicable Fund or
Funds, or (ii) at the expense of the Custodian, such other counsel as
the applicable Fund(s) 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 Funds. In addition to the liability of the
Custodian under this Article V, the Custodian shall be liable to each
applicable Fund for all reasonable costs and expenses incurred by such
Fund in connection with any claim by such Fund against the Custodian
arising from the obligations of the Custodian hereunder, including,
without limitation, all reasonable attorneys' fees and expenses
incurred by such Fund in asserting any such claim, and all expenses
incurred by such Fund in connection with any investigations, lawsuits
or proceedings relating to such claim; provided, that such 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 a
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 such Fund
by entities other than the Custodian prior to the Custodian's
appointment as custodian for such Fund.
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 a 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 such 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 a Fund for
any loss, damage or expense suffered or incurred by such Fund or any
of its Portfolios 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 Funds and the Portfolios.
(c) Special Subcustodians and Additional Custodians. Notwithstanding
the provisions of Section 5.01 to the contrary and except as otherwise
provided in any subcustodian agreement to which the Custodian, a Fund
and any Special Subcustodian or Additional Custodian are parties, the
Custodian shall not be liable to a Fund for any loss, damage or
expense suffered or incurred by such Fund or any of its Portfolios
resulting from the actions or omissions of a Special Subcustodian or
Additional 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 or
Additional Custodian to protect the interests of the Funds and the
Portfolios.
(d) Securities Systems. Notwithstanding the provisions of Section
5.01 to the contrary, the Custodian shall not be liable to a Fund for
any loss, damage or expense suffered or incurred by such Fund or any
of its Portfolios 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 Funds and the Portfolios.
(e) Reimbursement of Expenses. Each Fund agrees to reimburse the
Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian on behalf of such Fund 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, each Fund severally and not jointly 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 on behalf of such Fund 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, each Fund agrees severally and not jointly 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
such Fund's 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. No Fund shall be
liable for indemnification under this Section 5.03 unless a Person
shall have promptly notified such 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 a Fund may be sought and subject to applicable law and
the ruling of any court of competent jurisdiction, such Fund shall be
entitled to participate in any such litigation or proceeding and,
after written notice from such Fund to any Person, such 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 such 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 such Fund has not
acknowledged in writing its obligation to indemnify the Person with
respect to such litigation or proceeding. If such 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 each applicable Fund with adequate notice
of any such settlement or judgment, and without each such Fund's prior
written consent. All Persons shall submit written evidence to each
applicable Fund with respect to any cost or expense for which they are
seeking indemnification in such form and detail as such 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 applicable Fund
and such 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 such Fund is subject.
Section 5.05. Fund's Right to Proceed. Notwithstanding anything to
the contrary contained herein, each 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 such 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 such Fund has not been made
whole for any such loss or damage. If the Custodian makes such 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 such Fund's election to
enforce any rights of the Custodian under this Section 5.05, such 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 such Fund; provided that, so long as such Fund
has acknowledged in writing its obligation to indemnify the Custodian
under Section 5.03 hereof with respect to such claim, such 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 such
Fund without the Custodian's consent and provided further, that if
such Fund has not made an acknowledgement of its obligation to
indemnify, such 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 each Fund and take
all actions reasonably requested by such Fund in connection with such
Fund's enforcement of any rights of the Custodian. Each Fund agrees
to reimburse the Custodian for all reasonable out-of-pocket expenses
incurred by the Custodian on behalf of such Fund 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 of its Portfolios, each 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 such Fund.
ARTICLE VII
TERMINATION
Section 7.01. Termination of Agreement as to One or More Funds.
With respect to each Fund, 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 such
Fund, such termination to take effect not sooner than ninety (90) days
after the date of such delivery; (b) termination by such 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 such Fund by written
notice delivered to the Custodian, based upon such 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 such Fund shall designate. In the
event of termination pursuant to this Section 7.01 by any Fund (a
"Terminating Fund"), each Terminating Fund shall make payment of all
accrued fees and unreimbursed expenses with respect to such
Terminating Fund within a reasonable time following termination and
delivery of a statement to the Terminating Fund setting forth such
fees and expenses. Each Terminating Fund shall identify in any notice
of termination a successor custodian or custodians to which the cash,
securities and other assets of its Portfolios shall, upon termination
of this Agreement with respect to such Terminating Fund, 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 as to a Terminating Fund 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 of such Terminating Fund's Portfolios held by the
Custodian and all instruments held by the Custodian relative thereto
and all other property of the Terminating Fund's Portfolios held by
the Custodian under this Agreement. Thereafter, such bank or trust
company shall be the successor of the Custodian with respect to such
Terminating Fund under this Agreement. In the event that securities
and other assets of such Terminating Fund's Portfolios remain in the
possession of the Custodian after the date of termination hereof with
respect to such Terminating Fund owing to failure of the Terminating
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 Terminating 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 a Terminating
Fund and held by the Custodian, any Subcustodian or nominee shall be
delivered to the successor custodian; and the Custodian agrees to
cooperate with such Terminating 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 of a Fund's Portfolios
(but less than all of its 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 any 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
Additional Custodian 2.23(a)
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)
Fund Preamble
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
Terminating Fund 7.01
1940 Act Preamble
ARTICLE IX
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by each Fund. Upon request, each 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 to such Fund under this Agreement or
any applicable subcustodian agreement with respect to such Fund,
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 each applicable Fund or to such
other parties as such Fund(s) 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 OR OTHER ORGANIZATIONAL DOCUMENT OF
EACH 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 ANY FUND AS INDIVIDUALS, AND THE
OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE
TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY,
BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S
RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER,
TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE
OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS
AGREEMENT.
Section 9.03. Several Obligations of the Funds and the Portfolios.
WITH RESPECT TO ANY OBLIGATIONS OF A FUND ON BEHALF OF ANY OF ITS
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 EACH FUND HAD
SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN
INSTRUMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of Each Fund. Each Fund hereby
severally and not jointly represents and warrants that each of the
following shall be true, correct and complete with respect to each
Fund 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 to each Fund 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 Fund, on the one hand, and
the Custodian, on the other, 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 each 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 of each Fund for which the
Custodian serves as custodian may be amended from time to time to add
one or more Portfolios for one or more Funds, by each applicable
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) of
one or more of the Funds, by each applicable 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 each applicable Fund in
writing; (c) Appendix "B" listing Foreign Subcustodians, Special
Subcustodians and Additional Custodians approved by any Fund may be
amended from time to time to add or delete one or more Foreign
Subcustodians, Special Subcustodians or Additional Custodians for a
Fund or Funds by each applicable 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 with respect to each Fund may be amended only by an
instrument in writing executed by each applicable Fund and the
Custodian.
Section 9.07. Interpretation. In connection with the operation of
this Agreement, the Custodian and any Fund may agree in writing from
time to time on such provisions interpretative of or in addition to
the provisions of this Agreement with respect to such Fund 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 or affect any other Fund.
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 any Fund:
c/o Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
Attn: Treasurer of the Fidelity Funds
Telephone: (617) 563-7000
Telefax: (617) 476-4195
(b) If to the Custodian:
The Bank of New York
90 Washington Street, 22nd Floor
New York, New York 10286
Attn: Joseph F. Keenan, Vice President
Telephone: (212) 495-2116
Telefax: (212) 495-2975
or to such other address as a Fund or the Custodian may have
designated in writing to the other.
Section 9.11. Assignment. This Agreement shall be binding on and
shall inure to the benefit of each Fund severally and the Custodian
and their respective successors and assigns, provided that, subject to
the provisions of Section 7.01 hereof, neither the Custodian nor any
Fund 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.
With respect to each Fund, this Agreement shall become effective when
one or more counterparts have been signed and delivered by such Fund
and the Custodian.
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.
Each of the Investment Companies Listed on The Bank of New York
Appendix "A" Attached Hereto, on Behalf
of each of Their Respective Portfolios
[Signature Lines Omitted]
Exhibit 8(a)
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 _____________:
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
Investment Fund December 1, 1994
Fidelity Advisor High Yield
Fund December 1, 1994
Fidelity Advisor Short
Fixed-Income Fund December 1, 1994
Fidelity Advisor
Series IV Fidelity Advisor Intermediate
Bond Fund December 1, 1994
Fidelity Institutional
Short-Intermediate Government
Fund December 1, 1994
Fidelity Real Estate High
Income Fund December 1, 1994
Fidelity Advisor
Series VIII Fidelity Advisor Strategic
Income Fund December 1, 1994
Fidelity Boston
Street Trust Fidelity Target Timeline 1999 January 18, 1996
Fidelity Target Timeline 2001 January 18, 1996
Fidelity Target Timeline 2003 January 18, 1996
Fidelity Charles
Street Trust Fidelity Short-Intermediate
Government Fund December 1, 1994
Spartan Short-Term Income
Fund December 1, 1994
Spartan Investment Grade Bond
Fund December 1, 1994
Fidelity
Commonwealth
Trust Fidelity Intermediate Bond
Fund December 1, 1994
Fidelity Concord
Street Trust* Fidelity U.S. Bond Index
Fund** December 1, 1994
Fidelity
Covington Trust Fidelity Real Estate High
Income Fund II May 16, 1996
*Name changed from Fidelity Institutional Trust effective 4/29/97.
** Name changed from Fidelity U.S. Bond Index Portfolio effective
4/17/97.
Daily Money Fund Capital Reserves: Money
Market Portfolio September 14, 1995
Capital Reserves: U.S.
Government Portfolio September 14, 1995
Fidelity Devonshire
Trust Spartan Adjustable Rate
Government Fund December 1, 1994
Fidelity
Fixed-Income
Trust Fidelity Short-Term Bond
Portfolio December 1, 1994
Fidelity Investment Grade
Bond Fund December 1, 1994
Spartan Government Income
Fund December 1, 1994
Spartan High Income Fund December 1, 1994
Spartan Short-Intermediate
Government Fund December 1, 1994
Fidelity Government
Securities Fund Fidelity Government
Securities Fund December 1, 1994
Fidelity Hereford
Street Trust Spartan Money Market Fund December 1, 1994
Spartan U.S. Government
Money Market Fund September 14, 1995
Spartan U.S. Treasury Money
Market Fund September 14, 1995
Fidelity Income
Fund Fidelity Ginnie Mae Fund December 1, 1994
Fidelity Advisor Mortgage
Securities Portfolio December 1, 1994
Spartan Limited Maturity
Government Fund December 1, 1994
Fidelity
Institutional
Cash Portfolios Domestic September 14, 1995
Money Market September 14, 1995
Government September 14, 1995
Treasury September 14, 1995
Treasury Only* September 14, 1995
Fidelity Money
Market Trust Rated Money Market September 14, 1995
Retirement Government
Money Market Portfolio September 14, 1995
Retirement Money Market
Portfolio September 14, 1995
Fidelity Phillips
Street Trust Fidelity Cash Reserves December 1, 1994
Fidelity U.S. Government
Reserves September 14, 1995
Fidelity Select
Portfolios Money Market Portfolio December 1, 1994
Fidelity Summer
Street Trust Fidelity Capital & Income
Fund December 1, 1994
*Formerly a portfolio of Daily Money Fund; change effective as of
5/30/97.
Fidelity Union
Street Trust Spartan Ginnie Mae Fund December 1, 1994
Fidelity Union
Street Trust II Fidelity Daily Income Trust December 1, 1994
Newbury Street
Trust* Prime Fund - Daily Money
Class** September 14, 1995
Prime Fund - Capital
Reserves Class***** September 18, 1997
Treasury Fund - Daily Money
Class*** September 14, 1995
Treasury Fund - Advisor B
Class**** September 14, 1996
Treasury Fund - Capital
Reserves Class***** September 18, 1997
Variable Insurance
Products Fund High Income Portfolio December 1, 1994
Money Market Portfolio September 14, 1995
Variable Insurance
Products Fund II Investment Grade Bond
Portfolio December 1, 1994
* Name changed from Daily Tax-Exempt Money Fund effective May 30,
1997.
** Name changed from Daily Money Fund: Money Market Portfolio
effective May 30, 1997.
*** Name changed from Daily Money Fund: U.S. Treasury Portfolio -
Initial Class effective May 30, 1997.
****Name changed from Daily Money Fund: U.S. Treasury Portfolio -
Class B effective May 30, 1997.
*****Addition of Capital Reserves Class of Prime Fund and Treasury
Fund effective September 18, 1997.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Appendix to be executed in its name and behalf as of the day and year
first set forth opposite each such Portfolio.
Each of the Investment Companies The Bank of New York
listed on this Appendix "A", on behalf
of each of their respective Portfolios
[Signature Lines Omitted]
Exhibit 8(a)
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 ______________ (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 Portfolios U.S. Treasury Portfolio II
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 Phillips 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:
<TABLE>
<CAPTION>
<S> <C> <C>
COUNTRY FOREIGN SUBCUSTODIAN DEPOSITORY
Argentina First National Bank of Boston,
Buenos Aires Caja de Valores, S.A.
Australia Australia and New Zealand Banking Austraclear Limited
Group Ltd. (ANZ), Melbourne
The Reserve Bank Information and
Transfer System (RITS)
Austria Creditanstalt - Bankverein, Osterreichische Kontrollbank
Vienna Aktiengesellschaft (OEKB)
Bangladesh Standard Chartered Bank PLC, Dhaka None
Belgium Banque Bruxelles Lambert, Caisse Interprofessionnelle de Depot
Brussels et de Virement de Titres (CIK);
Banque Nationale de Belgique
Botswana Stanbic Bank Botswana Ltd.,
Gabarone None
Brazil First National Bank of Boston, Sao Paulo Stock Exchange
Sao Paulo (BOVESPA); 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)
Canada Royal Bank of Canada Canadian Depository for Securities,
Ltd. (CDS)
Chile Banco de Chile, Santiago None
First National Bank of Boston,
Santiago
China- Shanghai Standard Chartered Bank, Shanghai Shanghai Securities Central Clearing
& Registration Corp. (SSCCRC)
China- Shenzhen Standard Chartered Bank, Shenzhen Shenzhen Securities Registration
Corp. Ltd. (SSRC)
Colombia Cititrust Colombia S.A., Sociedad
Fiduciaria, None
Bogota
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 None
Finland Merita Bank Ltd., Helsinki Helsinki Money Market Center Ltd.
(HMMC)
France Banque Paribas, Paris SICOVAM;
Banque de France
Germany Dresdner Bank AG, Frankfurt Deutscher Kassenverein AG (DKV)
Ghana Merchant Bank (Ghana) Ltd., Accra None
Greece National Bank of Greece, S.A. Apothetirio Titlon A.E.
Hong Kong The Hongkong & Shanghai Banking Hong Kong Securities Clearing Co.,
Corp. Ltd., Hong Kong Ltd. (HKSCC); Central Clearing &
Settlement System (CCASS)
Hungary Citibank Budapest Rt. Central Depository & Clearing House
(Budapest) Ltd. (KELER Ltd.)
India Hongkong & Shanghai Banking Corp.
Ltd., None
Mumbai
Indonesia Hongkong & Shanghai Banking Corp.
Ltd., None
Jakarta
Ireland Allied Irish Banks, plc., Dublin Gilt Settlement Office (GSO);
CREST
Israel Bank Leumi Le-Israel, B.M., Tel
Aviv Tel-Aviv Stock Exchange
(TASE) Clearinghouse Ltd.
Italy Banca Commerciale Italiana, Milan Monte Titoli S.p.A.;
Banque Paribas, Milan Banca d'Italia
Japan Yasuda Trust & Banking Co. Ltd. Japan Securities Depository Center
Fuji Bank, Ltd., Tokyo (JASDEC);
Bank of Tokyo - Mitsubishi, Ltd.,
Tokyo Bank of Japan
Jordan British Bank of the Middle East,
Jordan, Amman None
Kenya Stanbic Bank Kenya Ltd., Nairobi None
Luxembourg Banque Internationale a
Luxembourg, Luxembourg None
Malaysia Hongkong Bank Malaysia Berhad, Malaysian Central Depository Sdn.
Kuala Lumpur Bhd. (MCD)
Mexico Banco Nacional de Mexico S.A.,
Mexico, D.F. Institucion para el Deposito de
Valores- S.D. INDEVAL, S.A. de
C.V.
Morocco Banque Commerciale du Maroc,
Casablanca None
Namibia Stanbic Bank Namibia Ltd.,
Windhoek None
Netherlands MeesPierson N.V. Nederlands Centraal Instituut voor
Giraal Effectenverkeer BV
(NECIGEF)/KAS Associatie, N.V.
(KAS)
New Zealand Australia and New Zealand Banking New Zealand Securities Depository
Group Ltd. (ANZ) Limited (NZCDS)
Norway Den norske Bank, Oslo Verdipapirsentralen (VPS)
Pakistan Standard Chartered Bank, Karachi None
Peru Citibank, N.A., Lima Caja de Valores (CAVAL)
Philippines Hongkong & Shanghai Banking Corp.
Ltd., The Philippines Central Depository
Manilla Inc. (PCD)
Poland Bank Handlowy W. Warzawie, S.A.,
Warsaw National Depository of Securities;
National Bank of Poland
Portugal Banco Comercial Portugues, S.A., Central de Valores Mobiliaros
Lisbon (Interbolsa)
Russia Credit Suisse First Boston
(Moscow) Ltd. None
Singapore United Overseas Bank, Singapore Central Depository Pte Ltd. (CDP)
Slovak Republic Ceskowslovenska Obchodna Banka,
A.S., Stredisko Cennych Papierov (SCP);
Bratislava National Bank of Slovakia (NBS)
South Africa Standard Bank of South Africa
Ltd., None
Johannesburg
South Korea SeoulBank, Seoul Korean Securities Depository (KSD)
Spain Banco Bilbao Vizcaya, Servicio de Compensacion y
Madrid Liquidacion de Valores (SCLV);
Banco de Espana
Sri Lanka Standard Chartered Bank, Colombo Central Depository System, (Pvt)
Limited (CDS)
Swaziland Stanbic Bank Swaziland Ltd.,
Mbabane None
Sweden Skandinaviska Enskilda Banken,
Stockholm Vardepappercentralen VPC AB
Switzerland Bank Leu Ltd., Zurich Schweizerische Effecten- Giro A. G.
Union Bank of Switzerland, Zurich (SEGA)
Taiwan Hongkong and Shanghai Banking
Corp., Ltd., Taiwan Securities Central Depository
Taipei Co., Ltd., (TSCD)
Thailand The Siam Commercial Bank Public
Company Ltd., Thailand Securities Depository
Bangkok Company (TSD)
Transnational CEDEL S.A., Luxembourg
Euroclear Clearance System
Societe Cooperative, Belgium
Turkey Osmanli Bankasi A.S. Takas ve Saklama A.S., (TvS);
(Ottoman Bank) Istanbul Central Bank of Turkey
United Kingdom The Bank of New York, London Central Gilts Office (CGO)
Central Moneymarkets Office (CMO)
CREST
First Chicago Clearing Centre (FCCC)
Uruguay The First National Bank of
Boston, Montevideo None
Venezuela Citibank, N.A., Caracas None
Zambia Stanbic Bank Zambia Ltd., Lusaka Lusaka Stock Exchange
Zimbabwe Stanbic Bank Zimbabwe Ltd., Harare None
</TABLE>
Each of the Investment Companies Listed
on Appendix "A" to the Custodian Agreement,
on Behalf of each of Their Respective Portfolios
[Signature Line Omitted]
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 applicable 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,
securities held by the Custodian on behalf of the Portfolio 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 applicable 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 applicable Fund and delivered by such Fund
to the Custodian by facsimile transmission or in such other manner as
the applicable 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 applicable Fund by facsimile transmission or in such other manner
as such 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 applicable Fund
and the Custodian shall agree in writing.
Section 2. Pledge of Collateral. To the extent that any Overdraft
Obligations of a Portfolio are not satisfied by the close of business
on the first Business Day following the Business Day on which the
applicable Fund receives Written Notice requesting security for such
Overdraft Obligation and stating the amount of such Overdraft
Obligation, the applicable 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 such 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
applicable 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 applicable
Fund specify Collateral which shall secure the applicable Overdraft
Obligation. Such 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 applicable Fund of
such Written Notice.
Section 4. Delivery of Additional Collateral. If at any time the
Custodian shall notify a Fund by Written Notice that the fair market
value of the Collateral securing any Overdraft Obligation of one of
such Fund's Portfolios is less than the amount of such Overdraft
Obligation, such 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 such 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 a Fund, on behalf
of one of its Portfolios, of any Overdraft Obligation secured by the
pledge of Collateral, the Custodian shall promptly deliver to such
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 such Fund on account of such
Overdraft Obligation. In addition, if at any time a Fund shall notify
the Custodian by Written Notice that such 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 such 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. A Fund may substitute
securities for any securities identified as Collateral by delivery to
the Custodian of a Pledge Certificate executed by such 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 a Fund on behalf of any of
its individual Portfolios shall secure only the Overdraft Obligations
of such Portfolio. In no event shall the pledge of Collateral by one
of a Fund's Portfolios be deemed or considered to be security for the
Overdraft Obligations of any other Portfolio of such Fund or of any
other Fund.
Section 8. Custodian's Remedies. Upon (a) a Fund's failure to pay
any Overdraft Obligation of an applicable Portfolio within thirty (30)
days after receipt by such Fund of a Written Notice demanding security
therefore, and (b) one (1) Business Day's prior Written Notice to such
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 any 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.
Each of the Investment Companies Listed on The Bank of New York
Schedule "A" to the Custodian Agreement, on
Behalf of Each of Their Respective Portfolios
[Signature Lines Omitted]
SCHEDULE 1
TO
APPENDIX "C"
PLEDGE CERTIFICATE
This Pledge Certificate is delivered pursuant to the Custodian
Agreement dated as of [ ] (the "Agreement"), between [
] (the "Fund") and [ ] (the "Custodian"). Capitalized terms
used herein without definition shall have the respective meanings
ascribed to them in the Agreement. Pursuant to [Section 2 or Section
4] of Appendix "C" attached to the Agreement, the Fund, on behalf of [
] (the "Portfolio"), hereby pledges, assigns and grants to the
Custodian a first priority security interest in the securities listed
on Exhibit "A" attached to this Pledge Certificate (collectively, the
"Pledged Securities"). Upon delivery of this Pledge Certificate, the
Pledged Securities shall constitute Collateral, and shall secure all
Overdraft Obligations of the Portfolio described in that certain
Written Notice dated , 19 , delivered by the Custodian to
the Fund. The pledge, assignment and grant of security in the Pledged
Securities hereunder shall be subject in all respect to the terms and
conditions of the Agreement, including, without limitation, Sections 7
and 8 of Appendix "C" attached thereto.
IN WITNESS WHEREOF, the Fund has caused this Pledge Certificate to be
executed in its name, on behalf of the Portfolio this day of
19 .
[FUND], on Behalf of [Portfolio]
By: ___________________
Name: ___________________
Title: ___________________
EXHIBIT "A"
TO
PLEDGE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
SCHEDULE 2
TO
APPENDIX "C"
RELEASE CERTIFICATE
This Release Certificate is delivered pursuant to the Custodian
Agreement dated as of [ ] (the "Agreement"), between [
] (the "Fund") and [ ] (the "Custodian"). Capitalized terms
used herein without definition shall have the respective meanings
ascribed to them in the Agreement. Pursuant to Section 5 of Appendix
"C" attached to the Agreement, the Custodian hereby releases the
securities listed on Exhibit "A" attached to this Release Certificate
from the lien under the [Pledge Certificate dated ___________, 19 or
the Written Notice delivered pursuant to Section 3 of Appendix "C"
dated _________, 19 ].
IN WITNESS WHEREOF, the Custodian has caused this Release Certificate
to be executed in its name and on its behalf this day of 19 .
THE BANK OF NEW YORK
By: _____________________
Name: _____________________
Title: _____________________
EXHIBIT "A"
TO
RELEASE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
Exhibit 8(b)
FORM OF
FIDELITY GROUP
REPO CUSTODIAN AGREEMENT
FOR JOINT TRADING ACCOUNT
AGREEMENT dated as of ______________, among THE BANK OF NEW YORK, a
banking corporation organized under the laws of the State of New York
("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of
the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively,
the "Funds" and each a "Fund") hereto, acting on behalf of itself or
(i) in the case of the Funds listed on Schedule A-1 or A-2 hereto
which are portfolios or series, acting through the series company
listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts
listed on Schedule A-3 hereto, acting through Fidelity Management &
Research Company, and (iii) in the case of the commingled or
individual accounts listed on Schedule A-4 hereto, acting through
Fidelity Management Trust Company (collectively, the "Funds" and each,
a "Fund").
WITNESSETH
WHEREAS, each of the Funds has entered into a master repurchase
agreement dated as of _____________ (the "Master Agreement") with
Seller pursuant to which from time to time one or more of the Funds,
as buyers, and Seller, as seller, may enter into repurchase
transactions effected through one or more joint trading accounts
(collectively, the "Joint Trading Account") established and
administered by one or more custodians of the Funds identified on
Schedule C hereto (each a "Custodian"); and,
WHEREAS, in each such repurchase transaction Seller will sell to such
Funds certain Securities (as hereinafter defined) selected from
Eligible Securities (as hereinafter defined) held by Repo Custodian,
subject to an agreement by Seller to repurchase such Securities; and
WHEREAS, Repo Custodian currently maintains a cash and securities
account (the "Seller Account") for Seller for the purpose of, among
other things, effecting repurchase transactions hereunder; and
WHEREAS, the Funds desire that the Repo Custodian serve as the
custodian for the Funds in connection with the repurchase transactions
effected hereunder, and that the Repo Custodian hold cash, Cash
Collateral (as hereinafter defined) and Securities for the Funds for
the purpose of effecting repurchase transactions hereunder.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definitions.
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Banking Day" shall mean any day on which the Funds, Seller
Custodian, Repo Custodian, and the Federal Reserve Banks where the
Custodian and the Repo Custodian are located, are each open for
business.
(b) "Cash Collateral" shall mean all cash, denominated in U.S.
Dollars, credited by Repo Custodian to a Transaction Account pursuant
to Paragraphs 3, 6, 8 or 9 of the Master Agreement.
(c) "Custodian" shall have the meaning set forth in the preamble of
this Agreement.
(d) "Eligible Securities" shall mean those securities which are
identified as permissible securities for a particular Transaction
Category.
(e) "FICASH I Transaction" and "FICASH III Transaction " shall mean a
repurchase transaction in which the Repurchase Date is the Banking Day
next following the Sale Date and for which securities issued by the
government of the United States of America that are direct obligations
of the government of the United States of America shall constitute
Eligible Securities.
(f) "FICASH II Transaction" shall mean a repurchase transaction in
which the Repurchase Date is the Banking Day next following the Sale
Date and for which one or more of the following two categories of
securities, as specified by the Funds, shall constitute Eligible
Securities: (x) securities issued by the government of the United
States of America that are direct obligations of the government of the
United States of America, or (y) securities issued by or guaranteed as
to principal and interest by the government of the United States of
America, or by its agencies and/or instrumentalities, including, but
not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage
Corp., Government National Mortgage Association, Federal National
Mortgage Association, Federal Farm Credit Bank, Federal Intermediate
Credit Bank, Banks for Cooperatives, and Federal Land Banks.
(g) "FITERM I Transaction" and "FITERM III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is a date fixed by
agreement between Seller and the Participating Funds which is not the
Banking Day next following the Sale Date and for which securities
issued by the government of the United States of America that are
direct obligations of the government of the United States of America
shall constitute Eligible Securities.
(h) "FITERM II Transaction" shall mean a repurchase transaction in
which the Repurchase Date is a date fixed by agreement between Seller
and the Participating Funds which is not the Banking Day next
following the Sale Date and for which one or more of the following two
categories of securities, as specified by the Funds, shall constitute
Eligible Securities: (x) securities issued by the government of the
United States of America that are direct obligations of the government
of the United States of America, or (y) securities issued by or
guaranteed as to principal and interest by the government of the
United States of America, or by its agencies and/or instrumentalities,
including, but not limited to, the Federal Home Loan Bank, Federal
Home Loan Mortgage Corp., Government National Mortgage Association,
Federal National Mortgage Association, Federal Farm Credit Bank,
Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal
Land Banks.
(i) "Fund" shall have the meaning set forth in the preamble of this
Agreement.
(j) "Fund Agent" shall mean the agent for the Participating Funds
designated in Paragraph 18 of the Master Agreement.
(k) "Joint Trading Account" shall have the meaning set forth in the
preamble of this Agreement.
(l) "Margin Percentage" with respect to any repurchase transaction
shall be 102% or such other percentage as is agreed to by Seller and
the Participating Funds (except that in no event shall the Margin
Percentage be less than 100%).
(m) "Market Value" shall have the meaning set forth in Paragraph 4 of
the Master Agreement.
(n) "Master Agreement" shall have the meaning set forth in the
preamble of this Agreement.
(o) "1940 Act" shall mean have the meaning set forth in Paragraph
3(c) of this Agreement.
(p) "Partial Payment" shall have the meaning set forth in Section
4(g) of this Agreement.
(q) "Participating Funds" shall mean those Funds that are parties to
a particular repurchase transaction effected through the Joint Trading
Account.
(r) "Pricing Rate" shall mean the per annum percentage rate agreed to
by Seller and the Participating Funds for a repurchase transaction.
(s) "Pricing Services" shall have the meaning set forth in Paragraph
7 of this Agreement.
(t) "Repo Custodian" shall have the meaning set forth in the preamble
of this Agreement.
(u) "Repurchase Date" shall mean the date fixed by agreement between
Seller and the Participating Funds on which the Seller is to
repurchase Securities and Cash Collateral, if any, from the
Participating Funds and the Participating Funds are to resell the
Securities and Cash Collateral, if any, including any date determined
by application of the provisions of Paragraphs 7 and 15 of the Master
Agreement.
(v) "Repurchase Price" for each repurchase transaction shall mean the
Sale Price, plus an incremental amount determined by applying the
Pricing Rate to the Sale Price, calculated on the basis of a 360-day
year and the number of actual days elapsed from (and including) the
Sale Date to (but excluding) the Repurchase Date.
(w) "Sale Date" shall mean the Banking Day on which Securities and
Cash Collateral, if any, are to be sold to the Participating Funds by
Seller pursuant to a repurchase transaction hereunder.
(x) "Sale Price" shall mean the price agreed upon by the
Participating Funds and Seller at which the Securities and Cash
Collateral, if any, are to be sold to the Participating Funds by
Seller.
(y) "Securities" shall mean all Eligible Securities delivered by
Seller or to be delivered by Seller to the Participating Funds
pursuant to a particular repurchase transaction and not yet
repurchased hereunder, together with all rights related thereto and
all proceeds thereof.
(z) "Securities System" shall have the meaning set forth in Paragraph
3(c) of this Agreement.
(aa) "Seller" shall have the meaning set forth in the preamble to
this Agreement.
(bb) "Seller Account" shall have the meaning set forth in the
preamble of this Agreement.
(cc) "Transaction Account" shall mean a cash account established and
maintained by Repo Custodian for the Funds to effect repurchase
transactions pursuant to the Master Agreement.
(dd) "Transaction Category" shall mean the particular type of
repurchase transaction effected hereunder, as determined with
reference to the term of the transaction and the categories of
Securities that constitute Eligible Securities therefor, which term
shall include FICASH I Transactions, FICASH II Transactions, FICASH
III Transactions, FITERM I Transactions, FITERM II Transactions,
FITERM III Transactions, and such other transaction categories as may
from time to time be designated by the Funds by notice to Seller,
Custodian and Repo Custodian.
2. Appointment of Repo Custodian. Upon the terms and conditions set
forth in this Agreement, Repo Custodian is hereby appointed by the
Funds to act as the custodian for the Participating Funds to hold
cash, Cash Collateral and Securities for the purpose of effecting
repurchase transactions for the Participating Funds through the Joint
Trading Account pursuant to the Master Agreement. Repo Custodian
hereby acknowledges the terms of the Master Agreement between the
Funds and Seller (attached as an Exhibit hereto), as amended from time
to time, and agrees to abide by the provisions thereof to the extent
such provisions relate to the responsibilities and operations of Repo
Custodian hereunder.
3. Maintenance of Transaction Accounts.
(a) Repo Custodian shall establish and maintain one or more
Transaction Accounts for the purpose of effecting repurchase
transactions hereunder for the Funds, in each case pursuant to the
Master Agreement. From time to time the Funds may cause Custodian, on
behalf of the Funds, to deposit Securities and cash with Repo
Custodian in the designated Transaction Account, in each case in
accordance with Paragraph 3 of the Master Agreement.
(b) Repo Custodian shall keep all Securities, cash and Cash
Collateral received for the Participating Funds segregated at all
times from those of any other person, firm or corporation in its
possession and shall identify all such Securities, cash and Cash
Collateral as subject to this Agreement and the Master Agreement.
Segregation may be accomplished by physical segregation with respect
to certificated securities held by the Repo Custodian and, in
addition, by appropriate identification on the books and records of
Repo Custodian in the case of all other Securities, cash and Cash
Collateral. Title to all Securities and Cash Collateral under a
repurchase transaction shall pass to the Participating Funds that are
parties to such repurchase transaction. All such Securities and Cash
Collateral shall be held by Repo Custodian for the Participating
Funds, and shall be subject at all times to the proper instructions of
the Participating Funds, or the Custodian on behalf of the
Participating Funds, with respect to the holding, transfer or
disposition of such Securities and Cash Collateral. Repo Custodian
shall include in its records for each Transaction Account all
instructions received by it which evidence an interest of the
Participating Funds in the Securities and Cash Collateral and shall
hold physically segregated any written agreement, receipt or other
writing received by it which evidences an interest of the
Participating Funds in the Securities and Cash Collateral.
(c) Any requirement to "deliver" or "transfer" cash or Cash
Collateral to the Participating Funds or to "credit" a Transaction
Account under this or any other paragraph of this Agreement shall be
made in immediately available funds. If Repo Custodian is required to
"deliver" or "transfer" Securities to the Participating Funds under
this or any other paragraph of this Agreement, Repo Custodian shall
take, or cause to be taken, the following actions to perfect the
Participating Funds' interest in such Securities as an outright
purchaser: (i) in the case of certificated securities and instruments
held by Seller, by physical delivery of the share certificates or
other instruments representing the Securities and by physical
segregation of such certificates or instruments from the Repo
Custodian's other assets in a manner indicating that the Securities
are being held for the Participating Funds (such securities and
instruments to be delivered in form suitable for transfer or
accompanied by duly executed instruments of transfer or assignment in
blank and accompanied by such other documentation as the Participating
Funds may request), (ii) in the case of Securities held in a customer
only account in a clearing agency or federal book-entry system
authorized for use by the Funds and meeting the requirements of Rule
17f-4 under the Investment Company Act of 1940, as amended (the "1940
Act") (such authorized agency or system being referred to herein as a
"Securities System"), by appropriate entry on the books and records of
Repo Custodian identifying the Securities as belonging to the
Participating Funds, or (iii) in the case of Securities held in Repo
Custodian's own account in a Securities System, by transfer to a
customer only account in the Securities System and by appropriate
entry on the books and records of Repo Custodian identifying such
Securities as belonging to the Participating Funds; provided, further,
that Repo Custodian shall confirm to the Participating Funds the
identity of the Securities transferred or delivered. Acceptance of a
"due bill", "trust receipt" or similar receipt or notification of
segregation issued by a third party with respect to Securities held by
such third party shall not constitute good delivery of Securities to
Repo Custodian for purposes of this Agreement or the Master Agreement
and shall expressly violate the terms of this Agreement and the Master
Agreement. The Funds shall identify by notice to Repo Custodian and
Seller those agencies or systems which have been approved by the Funds
for use under this Agreement and the Master Agreement. The Funds
hereby notify Repo Custodian and Seller that the following agencies
and systems have been approved by the Funds for use under this
Agreement and the Master Agreement, until such time as Repo Custodian
and Seller shall have been notified by the Funds to the contrary: (i)
Participants Trust Company; (ii) The Depository Trust Company; and
(iii) any book-entry system as provided in (A) Subpart O of Treasury
Circular No. 300, 31 CFR 306.115, (B) Subpart B of Treasury Circular
Public Debt Series No. 27-76, 31 CFR 350.2, or (C) the book-entry
regulations of federal agencies substantially in the form of 31 CFR
306.115.
4. Repurchase Transactions.
(a) Repo Custodian shall make all credits and debits to the
Transaction Account and effect the transfer of Securities to or from
the Participating Funds upon proper instructions received from the
Participating Funds, or the Custodian on behalf of the Participating
Funds, and shall make all credits and debits to the Seller Account and
effect the transfer of Securities to or from the Seller upon proper
instructions received from Seller. In the event that Repo Custodian
receives conflicting proper instructions from Seller and the
Participating Funds, or the Custodian on behalf of the Participating
Funds, Repo Custodian shall follow the Participating Funds' or the
Custodian's proper instructions. The Participating Funds shall give
Repo Custodian only such instructions as shall be permitted by the
Master Agreement. Notwithstanding the preceding sentence, the
Participating Funds, or the Custodian on behalf of the Participating
Funds, may from time to time instruct Repo Custodian to transfer cash
from the Transaction Account to Custodian.
(b) (i) Whenever on any Banking Day one or more Funds and Seller agree
to enter into a repurchase transaction, Seller and the Participating
Funds, or the Custodian on behalf of the Participating Funds, will
give Repo Custodian proper instructions by telephone or otherwise on
the Sale Date, specifying the Transaction Category, Repurchase Date,
Sale Price, Repurchase Price or the applicable Pricing Rate and the
Margin Percentage for each such repurchase transaction.
(ii) In the case of repurchase transactions in which the Repurchase
Date is the Banking Day next following the Sale Date (x) the
Participating Funds may increase or decrease the Sale Price for any
such repurchase transaction by no more than 10% of the initial Sale
Price by causing to be delivered further proper instructions by
telephone or otherwise to Repo Custodian prior to the close of
business on the Sale Date and (y) Seller and the Participating Funds
may by mutual consent agree to increase or decrease the Sale Price by
more than 10% of the initial Sale Price by causing to be provided
further proper instructions to Repo Custodian by the close of business
on the Sale Date. In any event, Repo Custodian shall not be
responsible for determining whether any such increase or decrease of
the Sale Price exceeds the 10% limitation.
(c) Seller will take such actions as are necessary to ensure that on
the Sale Date the aggregate Market Value of all Securities held by
Repo Custodian for Seller and cash in the Seller Account equals or
exceeds the Margin Percentage of the Sale Price. Seller shall give
Repo Custodian proper instructions specifying with respect to each of
the Securities which is to be the subject of a repurchase transaction
(a) the name of the issuer and the title of the Securities, and (b)
the Market Value of such Securities. Such instructions shall
constitute Seller's instructions to Repo Custodian to transfer the
Securities to the Participating Funds and/or Cash Collateral from the
Seller Account to the Transaction Account.
(d) Prior to the close of business on the Sale Date, the
Participating Funds shall transfer to, or maintain on deposit with,
Repo Custodian in the Transaction Account immediately available funds
in an amount equal to the Sale Price with respect to a particular
repurchase transaction.
(e) Prior to the close of business on the Sale Date, Repo Custodian
shall transfer Securities from Seller to the Participating Funds
and/or cash held in the Seller Account to the Transaction Account and
shall transfer to the Seller Account immediately available funds from
the Transaction Account in accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be
transferred by Seller to the Participating Funds are Eligible
Securities. Any securities which are not Eligible Securities for a
particular repurchase transaction hereunder shall not be included in
the calculations set forth below and shall not be transferred to the
Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value
of the Securities and cash, if any, to be so transferred.
(iii) Repo Custodian shall notify Seller in the event that the
aggregate Market Value of Securities and cash, if any, applicable to
the repurchase transaction is less than the Margin Percentage of the
Sale Price and Seller shall transfer, by the close of business on the
Sale Date, to Repo Custodian additional Securities and/or cash in the
amount of such deficiency. If Seller does not, by the close of
business on the Sale Date, transfer additional Securities and/or cash,
the Market Value of which equals or exceeds such deficiency, Repo
Custodian may, at its option, without notice to Seller, advance the
amount of such deficiency to Seller in order to effectuate the
repurchase transaction. It is expressly agreed that Repo Custodian is
not obligated to make an advance to Seller to enable it to complete
any repurchase transaction.
(iv) Subject to the provisions of Subparagraph (v) below, Repo
Custodian shall cause the Securities applicable to the repurchase
transaction received from Seller to be transferred to the
Participating Funds and shall cause any cash received from Seller to
be transferred to the Transaction Account, against transfer of the
Sale Price from the Transaction Account to the Seller Account, such
transfers of Securities and/or cash and funds to occur simultaneously
on a delivery versus payment basis.
(v) Notwithstanding anything to the contrary, if, for any repurchase
transaction, the amount of immediately available funds in the
Transaction Account is less than the agreed upon Sale Price in
connection with the repurchase transaction immediately prior to
effectuating such repurchase transaction, or if the aggregate Market
Value of the Securities and cash, if any, applicable to such
repurchase transaction is less than the Sale Price multiplied by the
Margin Percentage immediately prior to effectuating such repurchase
transaction, Repo Custodian shall effect the repurchase transaction to
the best of its ability by transferring Securities from Seller to the
Participating Funds and/or cash from the Seller Account to the
Transaction Account with an aggregate Market Value equal to the lesser
of (x) the amount of immediately available funds in the Transaction
Account multiplied by the Margin Percentage and (y) the aggregate
Market Value of the Securities available for transfer from Seller to
the Participating Funds and cash, if any, in the Seller Account,
against the transfer of immediately available funds from the
Transaction Account to the Seller Account in an amount equal to the
aggregate Market Value of the Securities and/or cash to be transferred
divided by the Margin Percentage; provided, however, that in either
such event Repo Custodian shall have the right not to transfer to the
Participating Funds such Securities and not to transfer such cash, if
any, to the Transaction Account and not to transfer from the
designated Transaction Account such funds as Repo Custodian
determines, in its sole discretion, will not be the subject of a
repurchase transaction. The actions of Repo Custodian pursuant to
this subparagraph (e)(v) shall not affect the obligations and
liabilities of the parties to each other pursuant to the Master
Agreement with regard to such repurchase transaction.
(f) In the event that on a Banking Day Seller desires to substitute
Securities applicable to such repurchase transaction with Eligible
Securities and/or Cash Collateral (to the extent provided in the
Master Agreement), Repo Custodian shall perform such substitution in
accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be
transferred to the Participating Funds are Eligible Securities. Any
securities which are not eligible for repurchase transactions
hereunder shall not be included in the calculations set forth below
and shall not be transferred to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value
of the Eligible Securities and/or Cash Collateral to be transferred.
Repo Custodian shall not make any substitution if, at the time of
substitution, the aggregate Market Value of all Securities and any
Cash Collateral applicable to such repurchase transaction immediately
after such substitution would be less than the Margin Percentage of
the Repurchase Price (calculated as if the Repurchase Date were the
date of substitution).
(iii) Repo Custodian shall then deliver to the Seller, subject to the
qualifications set forth above, the Securities to be substituted
against the delivery by Repo Custodian of substitute Eligible
Securities to the Participating Funds and/or the crediting of the
Transaction Account with Cash Collateral.
(iv) In the event Seller has caused Repo Custodian to credit the
Transaction Account with Cash Collateral in lieu of substitute
Eligible Securities, and has failed to deliver Eligible Securities
against such Cash Collateral not later than the close of business on
such Banking Day in accordance with the terms of the Master Agreement,
Repo Custodian shall promptly, but in no event later than 10:00 a.m.
the following Banking Day, notify the Participating Funds and Seller
of such failure.
(g) With respect to each repurchase transaction, at 10:00 a.m. New
York time, or at such other time as specified in proper instructions
of the Participating Funds (or the Custodian on behalf of the
Participating Funds) on the Repurchase Date, Repo Custodian shall
debit the Seller Account and credit the Transaction Account in the
amount of the Repurchase Price and shall transfer Securities from the
Participating Funds to the Seller and Cash Collateral, if any, from
the Transaction Account to the Seller Account in accordance with the
following provisions:
(i) If the amount of available funds in the Seller Account equals or
exceeds the Repurchase Price, Repo Custodian shall debit the Seller
Account and credit the Transaction Account in the amount of the
Repurchase Price and shall transfer all Securities applicable to such
repurchase transaction from the Participating Funds to the Seller and
debit the Transaction Account and credit the Seller Account in the
amount of any Cash Collateral applicable to such repurchase
transaction.
(ii) If the amount of available funds in the Seller Account is less
than the Repurchase Price, then Repo Custodian shall notify the Seller
of the amount of the deficiency and Seller shall promptly cause such
amount to be transferred to the Seller Account. If Seller fails to
cause the transfer of the entire amount of the deficiency to the
Seller Account, then Repo Custodian may, at its option and without
notice to Seller, advance to Seller the amount of such remaining
deficiency. It is expressly agreed that Repo Custodian is not
obligated to make any advance to Seller. If, following such transfer
and/or advance, the amount of available funds in the Seller Account
equals or exceeds the Repurchase Price then Repo Custodian shall debit
the Seller Account and credit the Transaction Account in the amount of
the Repurchase Price and shall transfer from the Participating Funds
to the Seller all Securities applicable to such repurchase transaction
and debit the Transaction Account and credit the Seller Account in the
amount of any Cash Collateral applicable to such repurchase
transaction.
(iii) If the Seller fails to cause the transfer of the entire amount
of the deficiency, as required by (ii) above, and Repo Custodian fails
to advance to Seller an amount sufficient to eliminate the entire
deficiency, then Repo Custodian shall debit the Seller Account in the
amount of all immediately available funds designated by Seller as
applicable to the repurchase transaction and credit the Transaction
Account in such amount (such amount being referred to as the "Partial
Payment") and shall transfer Securities from the Participating Funds
to the Seller such that the aggregate Market Value of all remaining
Securities and Cash Collateral in the Transaction Account with respect
to such repurchase transaction shall at least equal the difference
between Margin Percentage of the Repurchase Price and the Partial
Payment.
5. Payments on Securities. Repo Custodian shall credit to the Seller
Account as soon as received, all principal, interest and other sums
paid by or on behalf of the issuer in respect of the Securities and
collected by Repo Custodian, except as otherwise provided in Paragraph
8 of the Master Agreement.
6. Daily Statement. On each Banking Day on which any Participating
Funds have an outstanding repurchase transaction, Repo Custodian shall
deliver by facsimile to Custodian and to the Participating Funds a
statement identifying the Securities held by Repo Custodian with
respect to such repurchase transaction and the cash and Cash
Collateral, if any, held by Repo Custodian in the Transaction Account,
including a statement of the then current Market Value of such
Securities and the amounts, if any, credited to the Transaction
Account as of the close of trading on the previous Banking Day. Repo
Custodian shall also deliver to Custodian and the Participating Funds
such additional statements as the Participating Funds may reasonably
request.
7. Valuation.
(a) Repo Custodian shall confirm the Market Value of Securities and
the amount of Cash Collateral, if any (i) on the Sale Date prior to
transferring the Sale Price out of the Transaction Account to the
Seller Account against the receipt from Seller of the Securities and
Cash Collateral, if any, and (ii) on each Banking Day on which such
repurchase transaction is outstanding. If on any Banking Day the
aggregate Market Value of the Securities and Cash Collateral with
respect to any repurchase transaction is less than the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Banking Day) for such transaction, Repo Custodian shall
promptly, but in any case no later than 10:00 a.m. the following
Banking Day, notify Seller. If on any Banking Day the aggregate
market value of the Securities and Cash Collateral with respect to any
repurchase transaction is less than the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such
Banking Day) for such transaction, and Seller fails to deliver
additional Eligible Securities applicable to such repurchase
transaction or an additional amount of Cash Collateral by the close of
business on such Banking Day such that the aggregate market value of
the Securities and Cash Collateral at least equals the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Banking Day), Repo Custodian shall promptly, but in any
event no later than 10:00 a.m. the following Banking Day, notify the
Participating Funds of such failure. For purposes of determining
Seller's margin maintenance requirements on the Sale Date for
repurchase transactions in which the Repurchase Date is the Banking
Day immediately following the Sale Date, such aggregate market value
shall equal at least the Margin Percentage of the Sale Price.
(b) Repo Custodian shall determine the bid side portion of the Market
Value of the Securities by reference to the independent pricing
services ("Pricing Services") set forth on Schedule B. It is
understood and agreed that Repo Custodian shall use the prices made
available by the Pricing Services on the Banking Day of such
determination unless Seller and the Participating Funds mutually agree
that some other prices shall be used and so notify Repo Custodian by
proper instructions of the sum of the prices of all such Securities
priced in such different manner. In the event that Repo Custodian is
unable to obtain a valuation of any Securities from the Pricing
Services, Repo Custodian shall request a bid quotation from a broker's
broker or a broker dealer, set forth in Schedule B, other than Seller.
In the event Repo Custodian is unable to obtain a bid quotation for
any Securities from such a broker's broker or a broker dealer, Repo
Custodian (i) shall not include any such Securities in the
determination of whether the aggregate Market Value of the Securities
and any Cash Collateral equals at least the Margin Percentage of the
Repurchase Price and (ii) shall redeliver such Securities to Seller if
the Market Value of all other Securities and any Cash Collateral with
respect to such repurchase transaction equals at least the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Banking Day). The Repo Custodian may rely on prices
quoted by Pricing Services, broker's brokers or broker dealers, except
Seller, as set forth in Schedule B.
(c) (i) If, on any Banking Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase
transaction is less than the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Banking Day)
applicable to such repurchase transaction, Repo Custodian shall
deliver to the Participating Funds an amount of additional Eligible
Securities applicable to such repurchase transaction and/or debit the
Seller Account and credit the Transaction Account with an additional
amount of Cash Collateral, such that the aggregate Market Value of all
Securities and any Cash Collateral with respect to such repurchase
transaction shall equal at least the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such
Banking Day) applicable to such repurchase transaction; except that,
for purposes of determining Seller's margin maintenance requirements
on the Sale Date for repurchase transactions in which the Repurchase
Date is the Banking Day immediately following the Sale Date, such
aggregate market value shall equal at least the Margin Percentage of
the Sale Price.
(ii) If, on any Banking Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase
transaction exceeds the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Banking Day)
applicable to such repurchase transaction, Repo Custodian shall return
to the Seller all or a portion of such Securities or Cash Collateral,
if any; provided that the Market Value of the remaining Securities and
any Cash Collateral with respect to the repurchase transaction shall
be at least equal to the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Banking Day)
applicable to such repurchase transaction. At any time and from time
to time with respect to any repurchase transaction, if authorized by
the Participating Funds, or the Custodian on behalf of the
Participating Funds, the Repo Custodian shall debit the Transaction
Account by an amount of Cash Collateral and credit the Seller Account
by the same amount of Cash Collateral against simultaneous delivery
from Seller to the Participating Funds of Eligible Securities
applicable to such repurchase transaction with a Market Value at least
equal to the amount of Cash Collateral credited and debited.
8. Authorized Persons. Schedule C hereto sets forth those persons
who are authorized to act for Repo Custodian, Custodian, Seller and
the Funds, respectively, under this Agreement.
9. Proper Instructions. Proper instructions shall mean a tested
telex, facsimile, a written request, direction, instruction or
certification signed or initialed by or on behalf of the party giving
the instructions by one or more authorized persons (as provided in
Paragraph 8); provided, however, that no instructions directing the
delivery of Securities or the payment of funds to any individual who
is an authorized signatory of Custodian or Repo Custodian shall be
signed by that individual. Telephonic, other oral or
electro-mechanical or electronic instructions (including the code
which may be assigned by Repo Custodian to Custodian from time to
time) given by one of the above authorized persons shall also be
considered proper instructions if the party receiving such
instructions reasonably believes them to have been given by an
authorized person with respect to the transaction involved. Oral
instructions will be confirmed by tested telex, facsimile or in
writing in the manner set forth above. The Funds authorize Repo
Custodian to tape record any and all telephonic or other oral
instructions given to Repo Custodian. Proper instructions may relate
to specific transactions or to types or classes of transactions, and
may be in the form of standing instructions.
10. Standard of Care.
(a) Repo Custodian shall be obligated to exercise reasonable care and
diligence in carrying out the provisions of this Agreement and the
Master Agreement and shall be liable to each of the Funds and Seller
for any expenses or damages to the Funds or Seller for breach of Repo
Custodian's standard of care in this Agreement, as further provided in
this Paragraph. Repo Custodian assumes responsibility for loss to any
property held by it pursuant to the provisions of this Agreement which
is occasioned by the negligence of, or conversion, misappropriation or
theft by, Repo Custodian's officers, employees and agents. Repo
Custodian, at its option, may insure itself against loss from any
cause but shall be under no obligation to obtain insurance directly
for the benefit of the Funds. So long as and to the extent that Repo
Custodian exercises reasonable care and diligence and acts without
negligence, misfeasance or misconduct, Repo Custodian shall not be
liable to Seller or the Funds for (i) any action taken or omitted in
good faith in reliance upon proper instructions, (ii) any action taken
or omitted in good faith upon any notice, request, certificate or
other instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties, (iii) any delay or failure to
act as may be required under this Agreement or under the Master
Agreement when such delay or failure is due to any act of God or war,
(iv) the actions or omissions of a Securities System, (v) the title,
validity or genuineness of any security received, delivered or held by
it pursuant to this Agreement or the Master Agreement, (vi) the
legality of the purchase or sale of any Securities by or to the
Participating Funds or Seller or the propriety of the amount for which
the same are purchased or sold (except to the extent of Repo
Custodian's obligations hereunder to determine whether securities are
Eligible Securities and to calculate the Market Value of Securities
and any Cash Collateral), (vii) the due authority of any person listed
on Schedule C to act on behalf of Custodian, Seller or the Funds, as
the case may be, with respect to this Agreement or (viii) the errors
of the Pricing Services, broker's brokers or broker dealers set forth
in Schedule B.
(b) Repo Custodian shall not be liable to Seller or the Funds for, or
considered to be the custodian of, any Eligible Securities or any
money to be used in a repurchase transaction, whether or not such
money is represented by any check, draft, or other instrument for the
payment of money, until the Eligible Securities have been delivered in
accordance with Paragraph 3 or until Repo Custodian actually receives
and collects such money on behalf of Seller or the Funds directly or
by the final crediting of the Seller Account or a Transaction Account
through the Securities System, except that this Paragraph 10(b) shall
not be deemed to limit the liability of Repo Custodian to Seller or
the Funds if the non-delivery of such Eligible Securities or the
failure to receive and collect such money results from the breach by
Repo Custodian of its obligations under this Agreement or the Master
Agreement.
(c) Repo Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by
it are such as properly may be held by the Participating Funds;
provided that notwithstanding anything to the contrary herein, Repo
Custodian shall be obligated to act in accordance with the guidelines
and proper instructions of the Participating Funds, or the Custodian
on behalf of the Participating Funds, with respect to the types of
Eligible Securities and the issuers of such Eligible Securities that
may be used in specific repurchase transactions.
(d) Repo Custodian promptly shall notify the Fund Agent and the
Custodian if Securities held by Repo Custodian are in default or if
payment on any Securities has been refused after due demand and
presentation and Repo Custodian shall take action to effect collection
of any such amounts upon the proper instructions of the Participating
Funds, or the Custodian on behalf of the Participating Funds, and
assurances satisfactory to it that it will be reimbursed for its costs
and expenses in connection with any such action.
(e) Repo Custodian shall have no duties, other than such duties as
are necessary to effectuate repurchase transactions in accordance with
this Agreement and the Master Agreement within the standard of care
set forth in Paragraph 10(a) above and in a commercially reasonable
manner.
11. Representations and Additional Covenants of Repo Custodian.
(a) Repo Custodian represents and warrants that (i) it is duly
authorized to execute and deliver this Agreement and to perform its
obligations hereunder and has taken all necessary action to authorize
such execution, delivery and performance, (ii) the execution, delivery
and performance of this Agreement do not and will not violate any
ordinance, declaration of trust, partnership agreement, articles of
incorporation, charter, rule or statute applicable to it or any
agreement by which it is bound or by which any of its assets are
affected, (iii) the person executing this Agreement on its behalf is
duly and properly authorized to do so, (iv) it has (and will maintain)
a copy of this Agreement and evidence of its authorization in its
official books and records, and (v) this Agreement has been executed
by one of its duly authorized officers at the level of Vice President
or higher.
(b) Repo Custodian further represents and warrants that (i) it has
not pledged, encumbered, hypothecated, transferred, disposed of, or
otherwise granted, any third party an interest in any Securities, (ii)
it does not have any security interest, lien or right of setoff in the
Securities, and (iii) it has not been notified by any third party, in
its capacity as Repo Custodian, custodian bank or clearing bank, of
the existence of any lien, claim, charge or encumbrance with respect
to any Securities that are the subject of such repurchase transaction.
Repo Custodian agrees that (i) it will not pledge, encumber,
hypothecate, transfer, dispose of, or otherwise grant, any third party
an interest in any Securities, (ii) it will not acquire any security
interest, lien or right of setoff in the Securities, and (iii) it will
promptly notify the Fund Agent, if, during the term of any outstanding
repurchase transaction, it is notified by any third party, in its
capacity as Repo Custodian, custodian bank or clearing bank, of the
Participating Funds or Seller, of the existence of any lien, claim,
charge or encumbrance with respect to any Securities that are the
subject of such repurchase transaction.
12. Indemnification.
(a) Notwithstanding the Participating Fund's obligation to the Repo
Custodian under Paragraph 12(b) below, so long as and to the extent
that Repo Custodian is in the exercise of reasonable care and
diligence and acts without negligence, misfeasance or misconduct,
Seller will indemnify Repo Custodian and hold it harmless against any
and all losses, claims, damages, liabilities or actions to which it
may become subject, and reimburse it for any expenses (including
attorneys' fees and expenses) incurred by it in connection therewith,
insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon or in any way related to this Agreement, the
Master Agreement or those arrangements. Without limiting the
generality of the foregoing indemnification, Repo Custodian shall be
indemnified by Seller for all costs and expenses, including attorneys'
fees, for its successful defense against claims that Repo Custodian
breached its standard of care and was negligent or engaged in
misfeasance or misconduct.
(b) So long as and to the extent that Repo Custodian is in the
exercise of reasonable care and diligence and acts without negligence,
misconduct or misfeasance, the Participating Funds will indemnify Repo
Custodian and hold it harmless against any and all losses, claims,
damages, liabilities or actions to which it may become subject, and
reimburse it for any expenses (including attorneys' fees and expenses)
incurred by it in connection therewith, insofar as such losses,
claims, damages, liabilities or actions result from the negligence,
misconduct or misfeasance of the Participating Funds under this
Agreement.
13. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise or waiver of any
thereof shall not preclude or inhibit the exercise of any additional
rights and remedies.
14. Modification or Amendment. Except as otherwise provided in this
Paragraph 14, no modification, waiver or amendment of this Agreement
shall be binding unless in writing and executed by the parties hereto.
Schedule A, listing the Funds, may be amended from time to time to add
or delete Funds by the Funds (i) delivering an executed copy of an
addendum to Schedule A to Seller and Repo Custodian, and (ii)
amending Schedule A to the Master Agreement in accordance with the
provisions therein. The amendment of Schedule A as provided above
shall constitute appointment of Repo Custodian as a custodian for such
Fund. Schedule B may be amended from time to time by an instrument in
writing, or counterpart thereof, executed by Repo Custodian, Seller
and the Funds. Schedule C may be amended from time to time to change
an authorized person of: (i) the Funds, by written notice to Repo
Custodian and Seller by Ms. Sarah Zenoble or the Treasurer of the
Funds (or such persons who may be authorized from time to time in
writing by Ms. Zenoble or the President or Treasurer of Fidelity
Management and Research Company to trade on behalf of Fidelity's
taxable money market funds); (ii) Seller, by written notice to Repo
Custodian and the Funds by any Vice President of Seller; (iii) Repo
Custodian, by written notice to Seller, Custodian and the Funds by any
Vice President of Repo Custodian; and (iv) Custodian, by written
notice to Repo Custodian by any Vice President of Custodian. Schedule
D may be amended from time to time by any party hereto by delivery of
written notice to the other parties hereto. Repo Custodian shall
receive notice of any amendment to the Master Agreement at the address
set forth in Schedule D hereto; and, if such amendment would have a
material adverse effect on the rights of, or would materially increase
the obligations of Repo Custodian under this Agreement, any such
amendment shall also require the consent of Repo Custodian. Any such
amendment shall be deemed not to be material if Repo Custodian fails
to object in writing within 21 days after receipt of notice thereof.
No amendment to this Agreement shall affect the rights or obligations
of any Fund with respect to any outstanding repurchase transaction
entered into under this Agreement and the Master Agreement prior to
such amendment or with respect to any actions or omissions by any
party hereto prior to such amendment. In the event of conflict
between this Agreement and the Master Agreement, the Master Agreement
shall control.
15. Termination. This Agreement shall terminate forthwith upon
termination of the Master Agreement or may be terminated by any party
hereto on ten Banking Days' written notice to the other parties;
provided, however, that any such termination shall not affect any
repurchase transaction then outstanding or any rights or obligations
under this Agreement or the Master Agreement with respect to any
actions or omissions of any party hereto prior to termination. In the
event of termination, Repo Custodian will deliver any Securities, Cash
Collateral or cash held by it or any agent to Custodian or to such
successor custodian or custodian or subcustodian as the Participating
Funds shall instruct.
16. Compensation. Seller agrees to pay Repo Custodian compensation
for the services to be rendered hereunder, based upon rates which
shall be agreed upon from time to time.
17. Notices. Except with respect to communications between Custodian
and the Funds which shall be governed by the custodian agreement or
subcustodian agreement between such parties, as the case may be, and
except as otherwise provided herein or as the parties to the Agreement
shall from time to time otherwise agree, all instructions, notices,
reports and other communications contemplated by this Agreement shall
be given to the party entitled to receive such notice at the telephone
number and address listed on Schedule D hereto.
18. Severability. If any provision of this Agreement is held to be
unenforceable as a matter of law, the other terms and provisions
hereof shall not be affected thereby and shall remain in full force
and effect.
19. Binding Nature. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their successors and
assignees; provided that, no party hereto may assign this Agreement or
any of the rights or obligations hereunder without the prior written
consent of the other parties.
20. Headings. Section headings are for reference purposes only and
shall not be construed as a part of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one
instrument.
22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
23. Limitation of Liability. Seller is hereby expressly put on
notice that the Declarations of Trust or the Certificates and
Agreements of Limited Partnership, as the case may be, of each
Participating Fund contain a limitation of liability provision
pursuant to which the obligations assumed by such Participating Fund
hereunder shall be limited in all cases to such Participating Fund and
its assets or, in the case of a series Fund, to the assets of that
series only, and neither Seller nor its respective agents or assigns
shall seek satisfaction of any such obligation from the officers,
employees, agents, directors, trustees, shareholders or partners of
any such Participating Fund or series.
24. Rights and Obligations of Each Fund. The rights and obligations
set forth in this Agreement with respect to each repurchase
transaction shall accrue only to the Participating Funds in accordance
with their respective interests therein. No other Fund shall receive
any rights or have any liabilities arising from any action or inaction
of any Participating Fund under this Agreement with respect to such
repurchase transaction.
25. General Provisions. This Agreement supersedes any other
custodian agreement by and among Seller, the Funds, and Repo Custodian
concerning repurchase transactions effected through the Joint Trading
Account. It is understood and agreed that time is of the essence with
respect to the performance of each party's respective obligations
hereunder.
26. Disclosure Relating to Certain Federal Protections
The parties acknowledge that they have been advised that:
(a) In the case of transactions in which one of the parties is a
broker or dealer registered with the SEC under Section 15 of the
Exchange Act, the Securities Investor Protection Corporation has taken
the position that the provisions of the Securities Investor Protection
Act of 1970 (the "SIPA") do not protect the other party with respect
to any transaction hereunder; and
(b) In the case of transactions in which one of the parties is a
government securities broker or a government securities dealer
registered with the SEC under Section 15C of the Exchange Act, SIPA
will not provide protection to the other party with respect to any
transaction hereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
THE BANK OF NEW YORK
Dated: By: /s/
Title:
J.P. MORGAN SECURITIES INC.
Dated: By: /s/
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND
ACCOUNTS LISTED ON SCHEDULE A-3 HERETO
Dated: By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-2 HERETO
Dated: By: /s/
Name:
Title:
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated: By: /s
Name:
Title:
SCHEDULE A-1
SCHEDULE A-2
SCHEDULE A-3
SCHEDULE A-4
SCHEDULE B
PRICING SOURCES
PRICING SERVICES
U.S. Government Securities Interactive Data Services or Mellon Data
Services (or any other pricing service mutually agreed upon by Seller
and the Funds)
GNMA - The Bond Buyer
FHLMC - The Bond Buyer
All other U.S. Government
and Agency Securities Interactive Data Services or Mellon Data
Services (or any other pricing service mutually agreed upon by Seller
and the Funds)
BROKERS' BROKERS AND BROKER DEALERS
U.S. Government Securities - Any Primary Dealer
GNMA - Any Primary Broker-Dealer's bid rate for such security
FHLMC - Any Primary Broker-Dealer's bid rate for such security
All other U.S. Government and Agency Securities - Any Primary
Broker-Dealer's bid rate for such security
Prices shall be as of the business day of the date of determination
or the last quote available. The pricing services, Brokers' Brokers
and Broker Dealers may be changed from time to time by agreement of
all the parties.
SCHEDULE C
AUTHORIZED PERSONS
Repo Custodian
Custodian
Seller
The Funds
SCHEDULE D
NOTICES
If to Custodian: The Bank of New York
One Wall Street, 4th Floor
New York, NY 10286
Telephone: (212) 635-7947
Attention: Sherman Yu, Esq.
With a copy to the Fund Agent
If to Repo Custodian: The Bank of New York
One Wall Street, 4th Floor
New York, New York 10286
Telephone: (212) 635-4809
Attention: Ms. Kristin Smith
If to Seller: J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Telephone: (212) 483-2323
Attention: Middle Office Traders Support
If to any of the Funds: FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah R. Todd or
Mr. Samuel Silver
If to the Fund Agent: Fidelity Investments
[Name of Fund]
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 584-4071
Attention: Mr. Mark Mufler
277282.c1
Exhibit 8(b)
FORM OF
SCHEDULE 1
The following lists the additional counterparties to the Repo
Custodian Agreement for Joint Trading Account between The Bank of New
York and the Fidelity Funds:
Exhibit 8(c)
FORM OF
FIDELITY GROUP
REPO CUSTODIAN AGREEMENT
FOR JOINT TRADING ACCOUNT
AGREEMENT dated as of ___________, among CHEMICAL BANK, a banking
corporation organized under the laws of the State of New York ("Repo
Custodian"), GREENWICH CAPITAL MARKETS, INC. ("Seller") and each of
the entities listed on Schedule A-1, A-2, A-3 and A-4 hereto acting on
behalf of itself or (i) in the case of a series company, on behalf of
one or more of its portfolios or series listed on Schedule A-1 or A-2
hereto, (ii) in the case of the accounts listed on Schedule A-3
hereto, acting through Fidelity Management & Research Company, and
(iii) in the case of the commingled or individual accounts listed on
Schedule A-4 hereto, acting through Fidelity Management Trust Company
(collectively, the "Funds" and each, a "Fund").
WITNESSETH
WHEREAS, each of the Funds has entered into a master repurchase
agreement dated as of ____________, (the "Master Agreement") with
Seller pursuant to which from time to time one or more of the Funds,
as buyers, and Seller, as seller, may enter into repurchase
transactions effected through one or more joint trading accounts
(collectively, the "Joint Trading Account") established and
administered by one or more custodians of the Funds identified on
Schedule C hereto (each a "Custodian"); and,
WHEREAS, in each such repurchase transaction Seller will sell to such
Funds certain Securities (as hereinafter defined) selected from
Eligible Securities (as hereinafter defined) held by Repo Custodian ,
subject to an agreement by Seller to repurchase such Securities; and
WHEREAS, Repo Custodian currently maintains a cash and securities
account (the "Seller Account") for Seller for the purpose of, among
other things, effecting repurchase transactions hereunder; and
WHEREAS, the Funds desire that the Repo Custodian serve as the
custodian for each of the Funds in connection with the repurchase
transactions effected hereunder, and that the Repo Custodian hold
cash, Cash Collateral (as hereinafter defined) and Securities for each
of the Funds for the purpose of effecting repurchase transactions
hereunder.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definitions.
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Banking Day" shall mean any day on which the Funds, Seller
Custodian, Repo Custodian, and the Federal Reserve Banks where the
Custodian and the Repo Custodian are located, are each open for
business.
(b) "Cash Collateral" shall mean all cash, denominated in U.S.
Dollars, credited by Repo Custodian to a Transaction Account pursuant
to Paragraphs 3, 6, 8 or 9 of the Master Agreement.
(c) "Custodian" shall have the meaning set forth in the preamble of
this Agreement.
(d) "Eligible Securities" shall mean those securities which are
identified as permissible securities for a particular Transaction
Category.
(e) "FICASH I Transaction" and "FICASH III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is the Banking Day
next following the Sale Date and for which securities issued by the
government of the United States of America that are direct obligations
of the government of the United States of America shall constitute
Eligible Securities.
(f) "FICASH II Transaction" shall mean a repurchase transaction in
which the Repurchase Date is the Banking Day next following the Sale
Date and for which one or more of the following two categories of
securities, as specified by the Funds, shall constitute Eligible
Securities: (x) securities issued by the government of the United
States of America that are direct obligations of the government of the
United States of America, or (y) securities issued by or guaranteed as
to principal and interest by the government of the United States of
America, or by its agencies and/or instrumentalities, including, but
not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage
Corp., Government National Mortgage Association, Federal National
Mortgage Association, Federal Farm Credit Bank, Federal Intermediate
Credit Bank, Banks for Cooperatives, and Federal Land Banks.
(g) "FITERM I Transaction" and "FITERM III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is a date fixed by
agreement between Seller and the Participating Funds which is not the
Banking Day next following the Sale Date, or if applicable, the date
fixed upon exercise of an Unconditional Resale Right (as hereinafter
defined) by the Participating Funds and for which securities issued by
the government of the United States of America that are direct
obligations of the government of the United States of America shall
constitute Eligible Securities.
(h) "FITERM II Transaction" shall mean a repurchase transaction in
which the Repurchase Date is a date fixed by agreement between Seller
and the Participating Funds which is not the Banking Day next
following the Sale Date, or, if applicable, the date fixed upon
exercise of an Unconditional Resale Right (as hereinafter defined) by
the Participating Funds and for which one or more of the following two
categories of securities, as specified by the Funds, shall constitute
Eligible Securities: (x) securities issued by the government of the
United States of America that are direct obligations of the government
of the United States of America, or (y) securities issued by or
guaranteed as to principal and interest by the government of the
United States of America, or by its agencies and/or instrumentalities,
including, but not limited to, the Federal Home Loan Bank, Federal
Home Loan Mortgage Corp., Government National Mortgage Association,
Federal National Mortgage Association, Federal Farm Credit Bank,
Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal
Land Banks.
(i) "Fund" shall have the meaning set forth in the preamble of this
Agreement.
(j) "Fund Agent" shall mean the agent for the Participating Funds
designated in Paragraph 18 of the Master Agreement.
(k) "Joint Trading Account" shall have the meaning set forth in the
preamble of this Agreement.
(l) "Margin Percentage" with respect to any repurchase transaction
shall be 102% or such other percentage as is agreed to by Seller and
the Participating Funds (except that in no event shall the Margin
Percentage be less than 100%).
(m) "Market Value" shall have the meaning set forth in Paragraph 4 of
the Master Agreement.
(n) "Master Agreement" shall have the meaning set forth in the
preamble of this Agreement.
(o) "1940 Act" shall mean have the meaning set forth in Paragraph
3(c) of this Agreement.
(p) "Partial Payment" shall have the meaning set forth in Section
4(g) of this Agreement.
(q) "Participating Funds" shall mean those Funds that are parties to
a particular repurchase transaction effected through the Joint Trading
Account.
(r) "Pricing Rate" shall mean the per annum percentage rate agreed to
by Seller and the Participating Funds for a particular repurchase
transaction.
(s) "Pricing Services" shall have the meaning set forth in Paragraph
7 of this Agreement.
(t) "Repo Custodian" shall have the meaning set forth in the preamble
of this Agreement.
(u) "Repurchase Date" shall mean the date fixed by agreement between
Seller and the Participating Funds on which the Seller is to
repurchase Securities and Cash Collateral, if any, from the
Participating Funds and the Participating Funds are to resell the
Securities and Cash Collateral, if any, including any date determined
by application of the provisions of Paragraphs 7(a) and 15 of the
Master Agreement.
(v) "Repurchase Price" for each repurchase transaction shall mean the
Sale Price, plus an incremental amount determined by applying the
Pricing Rate to the Sale Price, calculated on the basis of a 360-day
year and the number of actual days elapsed from (and including) the
Sale Date to (but excluding) the Repurchase Date.
(w) "Sale Date" shall mean the Banking Day on which Securities and
Cash Collateral, if any, are to be sold to the Participating Funds by
Seller pursuant to a repurchase transaction hereunder.
(x) "Sale Price" shall mean the price agreed upon by the
Participating Funds and Seller at which the Securities and Cash
Collateral, if any, are to be sold to the Participating Funds by
Seller.
(y) "Securities" shall mean all Eligible Securities delivered by
Seller or to be delivered by Seller to the Participating Funds
pursuant to a particular repurchase transaction and not yet
repurchased hereunder, together with all rights related thereto and
all proceeds thereof.
(z) "Securities System" shall have the meaning set forth in Paragraph
3(c) of this Agreement.
(aa) "Seller" shall have the meaning set forth in the preamble to
this Agreement.
(bb) "Seller Account" shall have the meaning set forth in the
preamble of this Agreement.
(cc) "Transaction Account" shall mean a cash account established and
maintained by Repo Custodian for the Funds to effect repurchase
transactions pursuant to the Master Agreement.
(dd) "Transaction Category" shall mean the particular type of
repurchase transaction effected hereunder, as determined with
reference to the term of the transaction and the categories of
Securities that constitute Eligible Securities therefor, which term
shall include FICASH I Transactions, FICASH II Transactions, FICASH
III Transactions, FITERM I Transactions, FITERM II Transactions,
FITERM III Transactions, and such other transaction categories as may
from time to time be designated by the Funds by notice to Seller,
Custodian and Repo Custodian.
(ee) "Unconditional Resale Right" shall have the meaning set forth
in Paragraph 7(b) of the Master Agreement.
(ff) "Valuation Day" shall mean any day on which Repo Custodian is
open for business.
2. Appointment of Repo Custodian. Upon the terms and conditions set
forth in this Agreement, Repo Custodian is hereby appointed by the
Funds to act as the custodian for the Participating Funds to hold
cash, Cash Collateral and Securities for the purpose of effecting
repurchase transactions for the Participating Funds through the Joint
Trading Account pursuant to the Master Agreement. Repo Custodian
hereby acknowledges the terms of the Master Agreement between the
Funds and Seller (attached as an Exhibit hereto), as amended from time
to time, and agrees to abide by the provisions thereof to the extent
such provisions relate to the responsibilities and operations of Repo
Custodian hereunder.
3. Maintenance of Transaction Accounts.
(a) Repo Custodian shall establish and maintain one or more
Transaction Accounts for the purpose of effecting repurchase
transactions hereunder for the Funds, in each case pursuant to the
Master Agreement. From time to time the Funds may cause Custodian, on
behalf of the Funds, to deposit Securities and cash with Repo
Custodian in the designated Transaction Account, in each case in
accordance with Paragraph 3 of the Master Agreement.
(b) Repo Custodian shall keep all Securities, cash and Cash
Collateral received for the Participating Funds segregated at all
times from those of any other person, firm or corporation in its
possession and shall identify all such Securities, cash and Cash
Collateral as subject to this Agreement and the Master Agreement.
Segregation may be accomplished by physical segregation with respect
to certificated securities held by the Repo Custodian and, in
addition, by appropriate identification on the books and records of
Repo Custodian in the case of all other Securities, cash and Cash
Collateral. Title to all Securities and Cash Collateral under a
repurchase transaction shall pass to the Participating Funds that are
parties to such repurchase transaction. All such Securities and Cash
Collateral shall be held by Repo Custodian for the Participating
Funds, and shall be subject at all times to the proper instructions of
the Participating Funds, or the Custodian on behalf of the
Participating Funds, with respect to the holding, transfer or
disposition of such Securities and Cash Collateral. Repo Custodian
shall include in its records for each Transaction Account all
instructions received by it which evidence an interest of the
Participating Funds in the Securities and Cash Collateral and shall
hold physically segregated any written agreement, receipt or other
writing received by it which evidences an interest of the
Participating Funds in the Securities and Cash Collateral.
(c) Any requirement to "deliver" or "transfer" cash or Cash
Collateral to the Participating Funds or to "credit" a Transaction
Account under this or any other paragraph of this Agreement shall be
made in immediately available funds. If Repo Custodian is required to
"deliver" or "transfer" Securities to the Participating Funds under
this or any other paragraph of this Agreement, Repo Custodian shall
take, or cause to be taken, the following actions to perfect the
Participating Funds' interest in such Securities as an outright
purchaser: (i) in the case of certificated securities and instruments
held by Seller, by physical delivery of the share certificates or
other instruments representing the Securities and by physical
segregation of such certificates or instruments from the Repo
Custodian's other assets in a manner indicating that the Securities
are being held for the Participating Funds (such securities and
instruments to be delivered in form suitable for transfer or
accompanied by duly executed instruments of transfer or assignment in
blank and accompanied by such other documentation as the Participating
Funds may request), (ii) in the case of Securities held in a customer
only account in a clearing agency or federal book-entry system
authorized for use by the Funds and meeting the requirements of Rule
17f-4 under the Investment Company Act of 1940, as amended (the "1940
Act") (such authorized agency or system being referred to herein as a
"Securities System"), by appropriate entry on the books and records of
Repo Custodian identifying the Securities as belonging to the
Participating Funds, or (iii) in the case of Securities held in Repo
Custodian's own account in a Securities System, by transfer to a
customer only account in the Securities System and by appropriate
entry on the books and records of Repo Custodian identifying such
Securities as belonging to the Participating Funds; provided, further,
that Repo Custodian shall confirm to the Participating Funds the
identity of the Securities transferred or delivered. Acceptance of a
"due bill", "trust receipt" or similar receipt or notification of
segregation issued by a third party with respect to Securities held by
such third party shall not constitute good delivery of Securities to
Repo Custodian for purposes of this Agreement or the Master Agreement
and shall expressly violate the terms of this Agreement and the Master
Agreement. The Funds shall identify by notice to Repo Custodian and
Seller those agencies or systems which have been approved by the Funds
for use under this Agreement and the Master Agreement. The Funds
hereby notify Repo Custodian and Seller that the following agencies
and systems have been approved by the Funds for use under this
Agreement and the Master Agreement, until such time as Repo Custodian
and Seller shall have been notified by the Funds to the contrary: (i)
Participants Trust Company; (ii) The Depository Trust Company; and
(iii) any book-entry system as provided in (A) Subpart O of Treasury
Circular No. 300, 31 CFR 306.115, (B) Subpart B of Treasury Circular
Public Debt Series No. 27-76, 31 CFR 350.2, or (C) the book-entry
regulations of federal agencies substantially in the form of 31 CFR
306.115.
4. Repurchase Transactions.
(a) Repo Custodian shall make all credits and debits to the
Transaction Account and effect the transfer of Securities to or from
the Participating Funds upon proper instructions received from the
Participating Funds, or the Custodian on behalf of the Participating
Funds, and shall make all credits and debits to the Seller Account and
effect the transfer of Securities to or from the Seller upon proper
instructions received from Seller. In the event that Repo Custodian
receives conflicting proper instructions from Seller and the
Participating Funds, or the Custodian on behalf of the Participating
Funds, Repo Custodian shall follow the Participating Funds' or the
Custodian's proper instructions. The Participating Funds shall give
Repo Custodian only such instructions as shall be permitted by the
Master Agreement. Notwithstanding the preceding sentence, the
Participating Funds, or the Custodian on behalf of the Participating
Funds, may from time to time instruct Repo Custodian to transfer cash
from the Transaction Account to Custodian so long as such transfer is
not in contravention of the Master Agreement.
(b) (i) Whenever on any Banking Day one or more Funds and Seller agree
to enter into a repurchase transaction, Seller and the Participating
Funds, or the Custodian on behalf of the Participating Funds, will
give Repo Custodian proper instructions by telephone or otherwise by
5:00 p.m. New York time on the Sale Date, specifying the Transaction
Category, Repurchase Date, Sale Price, Repurchase Price or the
applicable Pricing Rate and the Margin Percentage for each such
repurchase transaction.
(ii) In the case of repurchase transactions in which the Repurchase
Date is the Banking Day next following the Sale Date (x) the
Participating Funds may increase or decrease the Sale Price for any
such repurchase transaction by no more than 10% of the initial Sale
Price by causing to be delivered further proper instructions by
telephone or otherwise to Repo Custodian by 5:15 p.m. New York time
(or at such later time as may be agreed upon by the parties) on the
Sale Date and (y) Seller and the Participating Funds may by mutual
consent agree to increase or decrease the Sale Price by more than 10%
of the initial Sale Price by causing to be provided further proper
instructions to Repo Custodian by the close of business on the Sale
Date. In any event, Repo Custodian shall not be responsible for
determining whether any such increase or decrease of the Sale Price
exceeds the 10% limitation.
(c) Seller will take such actions as are necessary to ensure that on
the Sale Date the aggregate Market Value of all Securities held by
Repo Custodian for Seller and cash in the Seller Account equals or
exceeds the Margin Percentage of the Sale Price. Seller shall give
Repo Custodian proper instructions specifying with respect to each of
the Securities which is to be the subject of a repurchase transaction
(a) the name of the issuer and the title of the Securities, and (b)
the Market Value of such Securities. Such instructions shall
constitute Seller's instructions to Repo Custodian to transfer the
Securities to the Participating Funds and/or Cash Collateral from the
Seller Account to the Transaction Account.
(d) By 5:00 p.m. New York Time on the Sale Date, the Participating
Funds shall transfer to, or maintain on deposit with, Repo Custodian
in the Transaction Account immediately available funds in an amount
equal to the Sale Price with respect to a particular repurchase
transaction.
(e) Prior to the close of business on the Sale Date, Repo Custodian
shall transfer Securities from Seller to the Participating Funds
and/or cash held in the Seller Account to the Transaction Account and
shall transfer to the Seller Account immediately available funds from
the Transaction Account in accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be
transferred by Seller to the Participating Funds are Eligible
Securities. Any securities which are not Eligible Securities for a
particular repurchase transaction hereunder shall not be included in
the calculations set forth below and shall not be transferred to the
Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value
of the Securities and cash, if any, to be so transferred.
(iii) Repo Custodian shall notify Seller in the event that the
aggregate Market Value of Securities and cash, if any, applicable to
the repurchase transaction is less than the Margin Percentage of the
Sale Price and Seller shall transfer, by the close of business on the
Sale Date, to Repo Custodian additional Securities and/or cash in the
amount of such deficiency. If Seller does not, by the close of
business on the Sale Date, transfer additional Securities and/or cash,
the Market Value of which equals or exceeds such deficiency, Repo
Custodian may, at its option, without notice to Seller, advance the
amount of such deficiency to Seller in order to effectuate the
repurchase transaction. It is expressly agreed that Repo Custodian is
not obligated to make an advance to Seller to enable it to complete
any repurchase transaction.
(iv) Subject to the provisions of Subparagraph (v) below, Repo
Custodian shall cause the Securities applicable to the repurchase
transaction received from Seller to be transferred to the
Participating Funds and shall cause any cash received from Seller to
be transferred to the Transaction Account, against transfer of the
Sale Price from the Transaction Account to the Seller Account, such
transfers of Securities and/or cash and funds to be deemed to occur
simultaneously.
(v) Notwithstanding anything to the contrary, if, for any repurchase
transaction, the amount of immediately available funds in the
Transaction Account is less than the agreed upon Sale Price in
connection with the repurchase transaction immediately prior to
effectuating such repurchase transaction, or if the aggregate Market
Value of the Securities and cash, if any, applicable to such
repurchase transaction is less than the Sale Price multiplied by the
Margin Percentage immediately prior to effectuating such repurchase
transaction, Repo Custodian shall effect the repurchase transaction to
the best of its ability by transferring Securities from Seller to the
Participating Funds and/or cash from the Seller Account to the
Transaction Account with an aggregate Market Value equal to the lesser
of (x) the amount of immediately available funds in the Transaction
Account multiplied by the Margin Percentage and (y) the aggregate
Market Value of the Securities available for transfer from Seller to
the Participating Funds and cash, if any, in the Seller Account,
against the transfer of immediately available funds from the
Transaction Account to the Seller Account in an amount equal to the
aggregate Market Value of the Securities and/or cash to be transferred
divided by the Margin Percentage; provided, however, that in either
such event Repo Custodian shall have the right not to transfer to the
Participating Funds such Securities and not to transfer such cash, if
any, to the Transaction Account and not to transfer from the
designated Transaction Account such funds as Repo Custodian
determines, in its sole discretion, will not be the subject of a
repurchase transaction. The actions of Repo Custodian pursuant to
this subparagraph (e)(v) shall not affect the obligations and
liabilities of the parties to each other pursuant to the Master
Agreement with regard to such repurchase transaction.
(f) In the event that on a Banking Day Seller desires to substitute
Securities applicable to such repurchase transaction with Eligible
Securities and/or Cash Collateral (to the extent provided in the
Master Agreement), Repo Custodian shall perform such substitution in
accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be
transferred to the Participating Funds are Eligible Securities. Any
securities which are not eligible for repurchase transactions
hereunder shall not be included in the calculations set forth below
and shall not be transferred to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value
of the Eligible Securities and/or Cash Collateral to be transferred.
Repo Custodian shall not make any substitution if, at the time of
substitution, the aggregate Market Value of all Securities and any
Cash Collateral applicable to such repurchase transaction immediately
after such substitution would be less than the Margin Percentage of
the Repurchase Price (calculated as if the Repurchase Date were the
date of substitution).
(iii) Repo Custodian shall then deliver to the Seller, subject to the
qualifications set forth above, the Securities to be substituted
against the delivery by Repo Custodian of substitute Eligible
Securities to the Participating Funds and/or the crediting of the
Transaction Account with Cash Collateral.
(iv) In the event Seller has caused Repo Custodian to credit the
Transaction Account with Cash Collateral in lieu of substitute
Eligible Securities, and has failed to deliver Eligible Securities
against such Cash Collateral not later than the close of business on
such Banking Day in accordance with the terms of the Master Agreement,
Repo Custodian shall promptly, but in no event later than 10:00 a.m.
the following Banking Day, notify the Participating Funds and Seller
of such failure.
(g) With respect to each repurchase transaction, at 9:00 a.m. New
York time, or at such other time as specified in proper instructions
of the Participating Funds (or the Custodian on behalf of the
Participating Funds) on the Repurchase Date, Repo Custodian shall
debit the Seller Account and credit the Transaction Account in the
amount of the Repurchase Price and shall transfer Securities from the
Participating Funds to the Seller and Cash Collateral, if any, from
the Transaction Account to the Seller Account in accordance with the
following provisions:
(i) If the amount of available funds in the Seller Account equals or
exceeds the Repurchase Price, Repo Custodian shall debit the Seller
Account and credit the Transaction Account in the amount of the
Repurchase Price and shall transfer all Securities applicable to such
repurchase transaction from the Participating Funds to the Seller and
debit the Transaction Account and credit the Seller Account in the
amount of any Cash Collateral applicable to such repurchase
transaction.
(ii) If the amount of available funds in the Seller Account is less
than the Repurchase Price, then Repo Custodian shall notify the Seller
of the amount of the deficiency and Seller shall promptly cause such
amount to be transferred to the Seller Account. If Seller fails to
cause the transfer of the entire amount of the deficiency to the
Seller Account, then Repo Custodian may, at its option and without
notice to Seller, advance to Seller the amount of such remaining
deficiency. It is expressly agreed that Repo Custodian is not
obligated to make any advance to Seller. If, following such transfer
and/or advance, the amount of available funds in the Seller Account
equals or exceeds the Repurchase Price then Repo Custodian shall debit
the Seller Account and credit the Transaction Account in the amount of
the Repurchase Price and shall transfer from the Participating Funds
to the Seller all Securities applicable to such repurchase transaction
and debit the Transaction Account and credit the Seller Account in the
amount of any Cash Collateral applicable to such repurchase
transaction.
(iii) If the Seller fails to cause the transfer of the entire amount
of the deficiency, as required by (ii) above, and Repo Custodian fails
to advance to Seller an amount sufficient to eliminate the entire
deficiency, then Repo Custodian shall debit the Seller Account in the
amount of all immediately available funds designated by Seller as
applicable to the repurchase transaction and credit the Transaction
Account in such amount (such amount being referred to as the "Partial
Payment") and shall transfer Securities from the Participating Funds
to the Seller such that the aggregate Market Value of all remaining
Securities and Cash Collateral in the Transaction Account with respect
to such repurchase transaction shall at least equal the difference
between Margin Percentage of the Repurchase Price and the Partial
Payment.
5. Payments on Securities. Repo Custodian shall credit to the Seller
Account as soon as received, all principal, interest and other sums
paid by or on behalf of the issuer in respect of the Securities and
collected by Repo Custodian, except as otherwise provided in Paragraph
8 of the Master Agreement.
6. Daily Statement. On each Banking Day on which any Participating
Funds have an outstanding repurchase transaction, Repo Custodian shall
deliver by facsimile, or other electronic means acceptable to the
Participating Funds, the Custodian and the Repo Custodian, to
Custodian and to the Participating Funds a statement identifying the
Securities held by Repo Custodian with respect to such repurchase
transaction and the cash and Cash Collateral, if any, held by Repo
Custodian in the Transaction Account, including a statement of the
then current Market Value of such Securities and the amounts, if any,
credited to the Transaction Account as of the close of trading on the
previous Banking Day. Repo Custodian shall also deliver to Custodian
and the Participating Funds such additional statements as the Repo
Custodian and the Participating Funds may agree upon from time to
time.
7. Valuation.
(a) Repo Custodian shall confirm the Market Value of Securities and
the amount of Cash Collateral, if any (i) on the Sale Date prior to
transferring the Sale Price out of the Transaction Account to the
Seller Account against the receipt from Seller of the Securities and
Cash Collateral, if any, and (ii) on each Valuation Day on which such
repurchase transaction is outstanding. If on any Valuation Day the
aggregate Market Value of the Securities and Cash Collateral with
respect to any repurchase transaction is less than the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Valuation Day) for such transaction, Repo Custodian
shall promptly, but in any case no later than 10:00 a.m. the following
Valuation Day, notify Seller. If on any Valuation Day the aggregate
market value of the Securities and Cash Collateral with respect to any
repurchase transaction is less than the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such
Valuation Day) for such transaction, and Seller fails to deliver
additional Eligible Securities applicable to such repurchase
transaction or an additional amount of Cash Collateral by the close of
business on such Valuation Day such that the aggregate market value of
the Securities and Cash Collateral at least equals the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Valuation Day), Repo Custodian shall promptly, but in
any event no later than 10:00 a.m. the following Valuation Day, notify
the Participating Funds of such failure.
(b) Repo Custodian shall determine the bid side portion of the Market
Value of the Securities by reference to the independent pricing
services ("Pricing Services") set forth on Schedule B. It is
understood and agreed that Repo Custodian shall use the prices made
available by the Pricing Services at the close of business of the
preceding Valuation Day. In the event that Repo Custodian is unable
to obtain a valuation of any Securities from the Pricing Services,
Repo Custodian shall request a bid quotation from a broker's broker or
a broker dealer, set forth in Schedule B, other than Seller. In the
event Repo Custodian is unable to obtain a bid quotation for any
Securities from such a broker's broker or a broker dealer, Repo
Custodian (i) shall not include any such Securities in the
determination of whether the aggregate Market Value of the Securities
and any Cash Collateral equals at least the Margin Percentage of the
Repurchase Price and (ii) shall redeliver such Securities to Seller if
the Market Value of all other Securities and any Cash Collateral with
respect to such repurchase transaction equals at least the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase
Date were such Valuation Day). The Repo Custodian may rely on prices
quoted by Pricing Services, broker's brokers or broker dealers, except
Seller, as set forth in Schedule B.
(c) (i) If, on any Valuation Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase
transaction is less than the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Valuation Day)
applicable to such repurchase transaction, Repo Custodian shall
deliver to the Participating Funds an amount of additional Eligible
Securities applicable to such repurchase transaction and/or debit the
Seller Account and credit the Transaction Account with an additional
amount of Cash Collateral, such that the aggregate Market Value of all
Securities and any Cash Collateral with respect to such repurchase
transaction shall equal at least the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such
Valuation Day) applicable to such repurchase transaction.
(ii) If, on any Valuation Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase
transaction exceeds the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Valuation Day)
applicable to such repurchase transaction, Repo Custodian shall return
to the Seller all or a portion of such Securities or Cash Collateral,
if any; provided that the Market Value of the remaining Securities and
any Cash Collateral with respect to the repurchase transaction shall
be at least equal to the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Valuation Day)
applicable to such repurchase transaction. At any time and from time
to time with respect to any repurchase transaction, if authorized by
the Participating Funds, or the Custodian on behalf of the
Participating Funds, the Repo Custodian shall debit the Transaction
Account by an amount of Cash Collateral and credit the Seller Account
by the same amount of Cash Collateral against simultaneous delivery
from Seller to the Participating Funds of Eligible Securities
applicable to such repurchase transaction with a Market Value at least
equal to the amount of Cash Collateral credited and debited.
8. Authorized Persons. Schedule C hereto sets forth those persons
who are authorized to act for Repo Custodian, Custodian, Seller and
the Funds, respectively, under this Agreement.
9. Proper Instructions. Proper instructions shall mean a tested
telex, facsimile, a written request, direction, instruction or
certification signed or initialed by or on behalf of the party giving
the instructions by one or more authorized persons (as provided in
Paragraph 8); provided, however, that no instructions directing the
delivery of Securities or the payment of funds to any individual who
is an authorized signatory of Custodian or Repo Custodian shall be
signed by that individual. Telephonic, other oral or
electro-mechanical or electronic instructions (including the code
which may be assigned by Repo Custodian to Custodian from time to
time) given by one of the above authorized persons shall also be
considered proper instructions if the party receiving such
instructions reasonably believes them to have been given by an
authorized person with respect to the transaction involved. Oral
instructions will be confirmed by tested telex, facsimile or in
writing in the manner set forth above. The Funds and Seller authorize
Repo Custodian to tape record any and all telephonic or other oral
instructions given to Repo Custodian. Proper instructions may relate
to specific transactions or to types or classes of transactions, and
may be in the form of standing instructions.
10. Standard of Care.
(a) Repo Custodian shall be obligated to use reasonable care and
diligence in carrying out the provisions of this Agreement and the
Master Agreement and shall be liable to the Funds and/or Seller only
for direct damages resulting from the negligence or willful misconduct
of the Repo Custodian or its officers, employees or agents. The
parties hereby agree that Repo Custodian shall not be liable for
consequential, special or indirect damages, even if Repo Custodians
has been advised as to the possibility thereof. So long as and to the
extent that Repo Custodian exercises reasonable care and diligence and
acts without negligence, misfeasance or misconduct, Repo Custodian
shall not be liable to Seller or the Funds for (i) any action taken or
omitted in good faith in reliance upon proper instructions, (ii) any
action taken or omitted in good faith upon any notice, request,
certificate or other instrument reasonably believed by it to be
genuine and to be signed by the proper party or parties, (iii) any
delay or failure to act as may be required under this Agreement or
under the Master Agreement when such delay or failure is due to any
act of God or war, (iv) the actions or omissions of a Securities
System, (v) the title, validity or genuineness of any security
received, delivered or held by it pursuant to this Agreement or the
Master Agreement, (vi) the legality of the purchase or sale of any
Securities by or to the Participating Funds or Seller or the propriety
of the amount for which the same are purchased or sold (except to the
extent of Repo Custodian's obligations hereunder to determine whether
securities are Eligible Securities and to calculate the Market Value
of Securities and any Cash Collateral), (vii) the due authority of any
person listed on Schedule C to act on behalf of Custodian, Seller or
the Funds, as the case may be, with respect to this Agreement or
(viii) the errors of the Pricing Services, broker's brokers or broker
dealers set forth in Schedule B.
(b) Repo Custodian shall not be liable to Seller or the Funds for, or
considered to be the custodian of, any Eligible Securities or any
money to be used in a repurchase transaction, whether or not such
money is represented by any check, draft, or other instrument for the
payment of money, until the Eligible Securities have been delivered in
accordance with Paragraph 3 or until Repo Custodian actually receives
and collects such money on behalf of Seller or the Funds directly or
by the final crediting of the Seller Account or a Transaction Account
through the Securities System, except that this Paragraph 10(b) shall
not be deemed to limit the liability of Repo Custodian to Seller or
the Funds if the non-delivery of such Eligible Securities or the
failure to receive and collect such money results from the breach by
Repo Custodian of its obligations under this Agreement or the Master
Agreement.
(c) Repo Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by
it are such as properly may be held by the Participating Funds;
provided that notwithstanding anything to the contrary herein, Repo
Custodian shall be obligated to act in accordance with the guidelines
and proper instructions of the Participating Funds, or the Custodian
on behalf of the Participating Funds, with respect to the types of
Eligible Securities and the issuers of such Eligible Securities that
may be used in specific repurchase transactions.
(d) Repo Custodian promptly shall notify the Fund Agent and the
Custodian if Securities held by Repo Custodian are in default or if
payment on any Securities has been refused after due demand and
presentation and Repo Custodian shall take action to effect collection
of any such amounts upon the proper instructions of the Participating
Funds, or the Custodian on behalf of the Participating Funds, and
assurances satisfactory to it that it will be reimbursed for its costs
and expenses in connection with any such action.
(e) Repo Custodian shall have no duties, other than such duties as
are necessary to effectuate repurchase transactions in accordance with
this Agreement and the Master Agreement within the standard of care
set forth in Paragraph 10(a) above and in a commercially reasonable
manner.
11. Representations and Additional Covenants of Repo Custodian.
(a) Repo Custodian represents and warrants that (i) it is duly
authorized to execute and deliver this Agreement and to perform its
obligations hereunder and has taken all necessary action to authorize
such execution, delivery and performance, (ii) the execution, delivery
and performance of this Agreement do not and will not violate any
ordinance, declaration of trust, partnership agreement, articles of
incorporation, charter, rule or statute applicable to it or any
agreement by which it is bound or by which any of its assets are
affected, (iii) the person executing this Agreement on its behalf is
duly and properly authorized to do so, (iv) it has (and will maintain)
a copy of this Agreement and evidence of its authorization in its
official books and records, and (v) this Agreement has been executed
by one of its duly authorized officers at the level of Vice President
or higher.
(b) Repo Custodian further represents and warrants that (i) it has
not pledged, encumbered, hypothecated, transferred, disposed of, or
otherwise granted, any third party an interest in any Securities, (ii)
it does not have any security interest, lien or right of setoff in the
Securities, and (iii) it has not received notification from any third
party, in its capacity as Repo Custodian, custodian bank or clearing
bank, of any lien, claim, charge or encumbrance with respect to any
Securities that are the subject of such repurchase transaction. Repo
Custodian agrees that (i) it will not pledge, encumber, hypothecate,
transfer, dispose of, or otherwise grant, any third party an interest
in any Securities, (ii) it will not acquire any security interest,
lien or right of setoff in the Securities, and (iii) it will promptly
notify the Fund Agent, if, during the term of any outstanding
repurchase transaction, it is notified by any third party, in its
capacity as Repo Custodian, custodian bank or clearing bank, of the
Participating Funds or Seller, of the existence of any lien, claim,
charge or encumbrance with respect to any Securities that are the
subject of such repurchase transaction.
12. Indemnification.
(a) Notwithstanding the Participating Fund's obligation to the Repo
Custodian under Paragraph 12(b) below, so long as and to the extent
that Repo Custodian is in the exercise of reasonable care and
diligence and acts without negligence, misfeasance or misconduct,
Seller will indemnify Repo Custodian and hold it harmless against any
and all losses, claims, damages, liabilities or actions to which it
may become subject, and reimburse it for any expenses (including
attorneys' fees and expenses) incurred by it in connection therewith,
insofar as such losses, claims, damages, liabilities or actions arise
out of or are based upon or in any way related to this Agreement, the
Master Agreement or any transactions contemplated hereby or thereby or
effected hereunder or thereunder. Without limiting the generality of
the foregoing indemnification, Repo Custodian shall be indemnified by
Seller for all costs and expenses, including attorneys' fees, for its
successful defense against claims that Repo Custodian breached its
standard of care and was negligent or engaged in misfeasance or
misconduct.
(b) So long as and to the extent that Repo Custodian is in the
exercise of reasonable care and diligence and acts without negligence,
misconduct or misfeasance, the Participating Funds will indemnify Repo
Custodian and hold it harmless against any and all losses, claims,
damages, liabilities or actions to which it may become subject, and
reimburse it for any expenses (including attorneys' fees and expenses)
incurred by it in connection therewith, insofar as such losses,
claims, damages, liabilities or actions result from the negligence,
misconduct or misfeasance of the Participating Funds under this
Agreement.
13. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise or waiver of any
thereof shall not preclude or inhibit the exercise of any additional
rights and remedies.
14. Modification or Amendment. Except as otherwise provided in this
Paragraph 14, no modification, waiver or amendment of this Agreement
shall be binding unless in writing and executed by the parties hereto.
Schedule A, listing the Funds, may be amended from time to time to add
or delete Funds by the Funds (i) delivering an executed copy of an
addendum to Schedule A to Seller and Repo Custodian, and (ii)
amending Schedule A to the Master Agreement in accordance with the
provisions therein. The amendment of Schedule A as provided above
shall constitute appointment of Repo Custodian as a custodian for such
Fund. Schedule B may be amended from time to time by an instrument in
writing, or counterpart thereof, executed by Repo Custodian, Seller
and the Funds. Schedule C may be amended from time to time to change
an authorized person of: (i) the Funds, by written notice to Repo
Custodian and Seller by Ms. Sarah Zenoble or the Treasurer of the
Funds (or such persons who may be authorized from time to time in
writing by Ms. Zenoble or the President or Treasurer of Fidelity
Management and Research Company to trade on behalf of Fidelity's
taxable money market funds); (ii) Seller, by written notice to Repo
Custodian and the Funds by any Vice President of Seller; (iii) Repo
Custodian, by written notice to Seller, Custodian and the Funds by any
Vice President of Repo Custodian; and (iv) Custodian, by written
notice to Repo Custodian by any Vice President of Custodian. Schedule
D may be amended from time to time by any party hereto by delivery of
written notice to the other parties hereto. Repo Custodian shall
receive notice of any amendment to the Master Agreement at the address
set forth in Schedule D hereto; and, if such amendment would have a
material adverse effect on the rights of, or would materially increase
the obligations of Repo Custodian under this Agreement, any such
amendment shall also require the consent of Repo Custodian. Any such
amendment shall be deemed not to be material if Repo Custodian fails
to object in writing within 21 days after receipt of notice thereof.
No amendment to this Agreement shall affect the rights or obligations
of any Fund with respect to any outstanding repurchase transaction
entered into under this Agreement and the Master Agreement prior to
such amendment or with respect to any actions or omissions by any
party hereto prior to such amendment. In the event of conflict
between this Agreement and the Master Agreement, the Master Agreement
shall control.
15. Termination. This Agreement shall terminate forthwith upon
termination of the Master Agreement or may be terminated by any party
hereto on ten Valuation Days' written notice to the other parties;
provided, however, that any such termination shall not affect any
repurchase transaction then outstanding or any rights or obligations
under this Agreement or the Master Agreement with respect to any
actions or omissions of any party hereto prior to termination. In the
event of termination, Repo Custodian will deliver any Securities, Cash
Collateral or cash held by it or any agent to Custodian or to such
successor custodian or custodian or subcustodian as the Participating
Funds shall instruct.
16. Compensation. Seller agrees to pay Repo Custodian compensation
for the services to be rendered hereunder, based upon rates which
shall be agreed upon from time to time.
17. Notices. Except with respect to communications between Custodian
and the Funds which shall be governed by the custodian agreement or
subcustodian agreement between such parties, as the case may be, and
except as otherwise provided herein or as the parties to the Agreement
shall from time to time otherwise agree, all instructions, notices,
reports and other communications contemplated by this Agreement shall
be given to the party entitled to receive such notice at the telephone
number and address listed on Schedule D hereto.
18. Severability. If any provision of this Agreement is held to be
unenforceable as a matter of law, the other terms and provisions
hereof shall not be affected thereby and shall remain in full force
and effect.
19. Binding Nature. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their successors and
assignees; provided that, no party hereto may assign this Agreement or
any of the rights or obligations hereunder without the prior written
consent of the other parties.
20. Headings. Section headings are for reference purposes only and
shall not be construed as a part of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one
instrument.
22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
23. Limitation of Liability. Repo Custodian and Seller are hereby
expressly put on notice of the limitation of liability set forth in
the Declarations of Trust and in the Certificates and Agreements of
Limited Partnership of the Funds and agree that the obligations
assumed by any Fund hereunder shall be limited in all cases to a Fund
and its assets or, in the case of a series Fund, to the assets of that
series only, and neither Seller, Repo Custodian nor their respective
agents or assigns shall seek satisfaction of any such obligation from
the officers, agents, employees, directors, trustees, shareholders or
partners of any such Fund or series.
24. Rights and Obligations of Each Fund. The rights and obligations
set forth in this Agreement with respect to each repurchase
transaction shall accrue only to the Participating Funds in accordance
with their respective interests therein. No other Fund shall receive
any rights or have any liabilities arising from any action or inaction
of any Participating Fund under this Agreement with respect to such
repurchase transaction.
25. General Provisions. This Agreement supersedes any other
custodian agreement by and among Seller, the Funds, and Repo Custodian
concerning repurchase transactions effected through the Joint Trading
Account. It is understood and agreed that time is of the essence with
respect to the performance of each party's respective obligations
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CHEMICAL BANK
Dated: By: /s/ Title:
GREENWICH CAPITAL MARKETS, INC.
Dated: By: /s/
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND
ACCOUNTS LISTED ON SCHEDULE A-3 HERETO
Dated: By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-2 HERETO
Dated: By: /s/
Name:
Title:
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated: By: /s/
Name:
Title:
SCHEDULE A-1
SCHEDULE A-2
SCHEDULE A-3
SCHEDULE A-4
SCHEDULE B
PRICING SOURCES
PRICING SERVICES
U.S. Government Securities Interactive Data Services or Mellon Data
Services (or any other pricing service mutually agreed upon by Seller
and the Funds)
GNMA - The Bond Buyer
FHLMC - The Bond Buyer
All other U.S. Government
and Agency Securities Interactive Data Services or Mellon Data
Services (or any other pricing service mutually agreed upon by Seller
and the Funds)
BROKERS' BROKERS AND BROKER DEALERS
U.S. Government Securities - Any Primary Dealer
GNMA - Any Primary Broker-Dealer's bid rate for such security
FHLMC - Any Primary Broker-Dealer's bid rate for such security
All other U.S. Government and Agency Securities - Any Primary
Broker-Dealer's bid rate for such security
Prices shall be as of the business day immediately preceding the date
of determination or the last quote available. The pricing services,
Brokers' Brokers and Broker Dealers may be changed from time to time
by agreement of all the parties.
SCHEDULE C
AUTHORIZED PERSONS
Repo Custodian
Custodian
Seller
The Funds
SCHEDULE D
NOTICES
If to Custodian: Morgan Guaranty Trust Co. of New York
15 Broad Street, 16th Floor
New York, New York 10015
Telephone: (212) 483-4150
Attention: Ms. Kimberly Smith
or
The Bank of New York
One Wall Street, 4th Floor
New York, NY 10286
Telephone: (312) 635-4808
Attention: Claire Meskovic
With a copy to the Fund Agent
If to Repo Custodian: Chemical Bank
4 New York Plaza
21st Floor
New York, NY 10004-2477
Telephone: (212) 623-6446
Attention: Anthony Isola
If to Seller: Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Telephone: (203) 625-7909
Attention: Peter Sanchez
If to any of the Funds: FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah R. Todd or
Mr. Samuel Silver
If to the Fund Agent: Fidelity Investments
[Name of Fund]
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 584-4071
Attention: Mr. Mark Mufler
277262.c1
Exhibit 8(c)
FORM OF
SCHEDULE 1
The following lists the additional counterparties to the Repo
Custodian Agreement for Joint Trading Account between Chemical Bank
and the Fidelity Funds:
Exhibit 8(d)
FORM OF
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
Between
THE BANK OF NEW YORK
and
FIDELITY FUNDS
Dated as of: _______
TABLE OF CONTENTS
Page
ARTICLE I - APPOINTMENT OF CUSTODIAN 2
ARTICLE II - POWERS AND DUTIES OF CUSTODIAN 2
Section 2.01. Establishment of Accounts 2
Section 2.02. Receipt of Funds 2
Section 2.03. Repurchase Transactions 2
Section 2.04. Other Transfers 4
Section 2.05. Custodian's Books and Records 5
Section 2.06. Reports by Independent Certified Public Accountants 5
Section 2.07. Securities System 6
Section 2.08. Collections 6
Section 2.09. Notices, Consents, Etc. 6
Section 2.10. Notice of Custodian's Inability to Perform 7
ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS 7
Section 3.01. Proper Instructions; Special Instruction 7
Section 3.02. Authorized Persons 8
Section 3.03. Investment Limitations 8
Section 3.04. Persons Having Access to Assets of the Funds 8
Section 3.05. Actions of Custodian Based on Proper Instructions and
Special
Instructions 9
ARTICLE IV - STANDARD OF CARE; INDEMNIFICATION 9
Section 4.02. Liability of Custodian for Actions of Securities Systems
9
Section 4.03. Indemnification 9
Section 4.04. Funds, Right to Proceed 10
ARTICLE V - COMPENSATION 11
Section 5.01. Compensation 11
Section 5.02. Waiver of Right of Set-Off 11
ARTICLE VI - TERMINATION 11
Section 6.01. Events of Termination 11
Section 6.02. Successor Custodian; Payment of Compensation 11
ARTICLE VII - MISCELLANEOUS 12
Section 7.01. Representative Capacity and Binding Obligation 12
Section 7.02. Entire Agreement 12
Section 7.03. Amendments 12
Section 7.04. Interpretation 12
Section 7.05. Captions 13
Section 7.06. Governing Law 13
Section 7.07. Notice and Confirmations 13
Section 7.08. Assignment 14
Section 7.09. Counterparts 14
Section 7.10. Confidentiality; Survival of Obligations 14
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
AGREEMENT dated as of _________ by and between The Bank of New York
(hereinafter referred to as the "Custodian") and each of the entities
listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of
itself or, (i) in the case of a series company, on behalf of one or
more of its portfolios or series listed on Schedule A-1 or A-2 hereto,
(ii) in the case of the accounts listed on Schedule A-3 hereto, acting
through Fidelity Management & Research Company, and (iii) in the case
of the commingled or individual accounts listed on Schedule A-4
hereto, acting through Fidelity Management Trust Company
(collectively, the "Funds" and each, a "Fund").
W I T N E S S E T H
WHEREAS, each of the Funds desire to appoint the Custodian as its
custodian for the purpose of establishing and administering one or
more joint trading accounts or subaccounts thereof (individually, an
"Account" and collectively, the "Accounts") and holding cash and
securities for the Funds in connection with repurchase transactions
effected through the Accounts; and
WHEREAS, one or more of the Funds may, from time to time, enter into
one or more written repurchase agreements pursuant to which one or
more of the Funds agrees to purchase and resell, and the sellers named
in such agreements agree to sell and repurchase through the Accounts,
certain securities (collectively, the "Securities") (such repurchase
agreements being hereinafter referred to, collectively, as the
"Repurchase Agreements"); and
WHEREAS, each of the custodians identified in ScheduleB hereto (each,
a "Fund Custodian") serves as the primary custodian for one or more of
the Funds; and
WHEREAS, from time to time one or more of the Funds may arrange to
transfer cash or Securities from one or more Fund Custodians to the
Custodian or transfer cash or Securities from the Custodian to one or
more Fund Custodians, or in the case of Funds in which Custodian is
also Fund Custodian, such Fund may arrange for transfer of cash or
Securities between an Account and an account maintained by Custodian
in its capacity as Fund Custodian for such Fund, in each event in
connection with Repurchase Agreement transactions; and
WHEREAS, from time to time, such Funds may arrange to transfer cash
or securities from the Custodian to the seller in such Repurchase
Agreement transactions, or in the case in which Custodian is also the
clearing bank for such seller, such Funds may arrange for transfer of
cash or securities between an Account and an account maintained by
Custodian for such seller in its capacity as clearing bank, in each
event in connection with two-party Repurchase Agreement transactions;
and
WHEREAS, each of the custodians identified in Schedule C hereto
(each, a "Repo Custodian") serves as a third-party custodian of the
Funds for purposes of effecting third-party Repurchase Agreement
transactions; and
WHEREAS, from time to time one or more of the Funds may arrange to
transfer cash or Securities from the Custodian to one or more Repo
Custodians or transfer cash or Securities from one or more Repo
Custodians to the Custodian, or in the case in which Custodian is also
Repo Custodian, such Funds may arrange for transfer of cash or
securities between an Account and an account maintained for such Funds
in its capacity as Repo Custodian, in each event in connection with
third-party Repurchase Agreement transactions;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - APPOINTMENT OF CUSTODIAN
Each of the Funds hereby employs and appoints the Custodian as its
custodian, subject to the terms and provisions of this Agreement.
ARTICLE II - POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and
duties, and only such powers and duties, as are set forth in this
Agreement.
Section 2.01. Establishment of Accounts. The Custodian shall
establish one or more Accounts as segregated joint trading accounts
for the Funds through which the Funds shall, from time to time, effect
Repurchase Agreement transactions.
Section 2.02. Receipt of Funds. The Custodian shall, from time to
time, receive funds for or on behalf of the Funds and shall hold such
funds in safekeeping. Upon receipt of Proper Instructions, the
Custodian shall credit funds so received to one or more Accounts
designated in such Proper Instructions. Promptly after receipt of
such funds from the Fund Custodian or a Repo Custodian or promptly
following the transfer to an Account from any account maintained by
Custodian in its capacity as Fund Custodian, or as Repo Custodian, the
Custodian shall provide written confirmation of such receipt to the
Fund Custodian or Repo Custodian, when and as applicable, and of such
receipt or transfer to the Fund Agent designated in Section 7.07(b)
hereof (the "Fund Agent"). The Custodian shall designate on its books
and records the funds allocable to each Account and the identity of
each Fund participating in such Account.
Section 2.03. Repurchase Transactions. The Funds may, from time to
time, enter into Repurchase Agreement transactions. In connection
with each such Repurchase Agreement transaction, unless otherwise
specifically directed by Special Instructions, the Custodian shall
take the following actions:
(a) Purchase of Securities. Upon receipt of Proper Instructions, the
Custodian shall pay for and receive Securities and any cash
denominated in U.S. Dollars which is serving as collateral ("Cash
Collateral"), provided that payment therefor shall be made by the
Custodian only against prior or simultaneous receipt of the Securities
and any Cash Collateral in the manner prescribed in subsection 2.03(b)
below. Except as provided in Section2.04 hereof, in no event shall
the Custodian deliver funds from an Account for the purchase of
Securities and any Cash Collateral prior to receipt of the Securities
and any Cash Collateral by the Custodian or a Securities System (as
hereinafter defined). The Custodian is not under any obligation to
make credit available to the Funds to complete transactions hereunder.
Promptly after the transfer of funds and receipt of Securities and any
Cash Collateral, the Custodian shall provide a confirmation to the
Fund Agent, setting forth (i) the Securities and any Cash Collateral
which the Custodian has received pursuant to the Repurchase Agreement
transaction, (ii) the amount of funds transferred from the applicable
Account, and (iii) any security or transaction identification numbers
reasonably requested by the Fund Agent.
(b) Receipt and Holding of Securities. In connection with each
Repurchase Agreement transaction, the Custodian shall receive and hold
the Securities as follows: (i) in the case of certificated securities,
by physical receipt of the certificates or other instruments
representing such Securities and by physical segregation of such
certificates or instruments from other assets of the Custodian in a
manner indicating that such Securities belong to specified Funds; and
(ii) in the case of Securities held in book-entry form by a Securities
System (as hereinafter defined), by appropriate transfer and
registration of such Securities to a customer only account of the
Custodian on the book-entry records of the Securities System, and by
appropriate entry on the books and records of the Custodian
identifying such Securities as belonging to specified Funds.
(c) Sale of Securities. Upon receipt of Proper Instructions, the
Custodian shall make delivery of Securities and any Cash Collateral
held in or credited to an Account against prior or simultaneous
payment for such Securities in immediately available funds in the form
of: (i) cash, bank credit, or bank wire transfer received by the
Custodian; or (ii) credit to the customer only account of the
Custodian with a Securities System. Notwithstanding the foregoing,
the Custodian shall make delivery of Securities held in physical form
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 all
actions possible to ensure prompt collection of the payment for, or
the return of such Securities by the broker or its clearing agent.
Promptly after the transfer of Securities and any Cash Collateral and
the receipt of funds, the Custodian shall provide a confirmation to
the Fund Agent, setting forth the amount of funds received by the
Custodian or a Securities System for credit to the applicable Account.
(d) Additional Functions. Upon receipt of Proper Instructions, the
Custodian shall take all such other actions as specified in such
Proper Instructions and as shall be reasonable or necessary with
respect to Repurchase Agreement transactions and the Securities and
funds transferred and received pursuant to such transactions,
including, without limitation, all such actions as shall be prescribed
in the event of a default under a Repurchase Agreement.
(e) Nondiscretionary Functions. The Custodian shall attend to all
non-discretionary details in connection with the purchase, sale,
transfer or other dealings with Securities or other assets of the
Funds held by the Custodian.
(f) In the event that the Custodian is directed by Proper
Instructions to make any payment or transfer of funds on behalf of a
Fund 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 Fund, the Custodian may, in its discretion, provide an
overdraft ("Overdraft") to the Fund, in an amount sufficient to allow
the completion of such payment or transfer. 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 form the date of the Overdraft to the date of payment in full
by the Fund at a rate agreed upon in writing, from time to time, by
the Custodian and the Fund. The Custodian and the Funds 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 a particular Fund. The Funds hereby agree that the
Custodian shall have a continuing lien and security interest in and to
all Securities whose purchase is financed by Custodian and which are
in Custodian's possession or in the possession or control of any third
party acting on Custodian's behalf and the proceeds thereof. In this
regard, Custodian shall be entitled to all the rights and remedies of
a pledgee under common law and a secured party under the New York
Uniform Commercial Code and any other applicable laws or regulations
as then in effect.
Section 2.04. Other Transfers.
(a) In addition to transfers of funds and Securities referred to in
Section 2.03, the Custodian shall transfer funds and Securities held
in an Account: (a) upon receipt of Proper Instructions, to (i)any
Fund Custodian, or (ii)any other account maintained for any Fund by
the Custodian in its capacity as a Fund Custodian, (iii)any Repo
Custodian or (iv) any other account maintained for any Fund by the
Custodian in its capacity as a Repo Custodian; or (b) upon receipt of
Special Instructions, and subject to Section 3.04 hereof, to any other
person or entity designated in such Special Instructions.
(b) Determination of Fund Custodian Daily Net Amount. On each
banking day, based upon daily transaction information provided to the
Custodian by the Funds, Custodian shall determine: (i) the amount of
cash due to be transferred on such day by each Fund Custodian to the
Custodian in connection with all Repurchase Agreement transactions in
which the date fixed for the repurchase and resale of Securities is
the banking day next following the date on which the sale and purchase
of such Securities takes place (each, an "Overnight Repo Transaction")
to be effected through the Accounts in such day; and (ii) the amount
of cash due to be transferred on such day by Custodian to such Fund
Custodian in connection with all outstanding Overnight Repo
Transactions previously effected through the Accounts (the difference
between (i) and (ii) with respect to each Fund Custodian being
referred to as the "Fund Custodian Daily Net Amount"). On each
banking day, Custodian shall notify each Fund Custodian of the
foregoing determination and, unless otherwise directed in accordance
with Proper Instructions, Custodian shall (i) instruct such Fund
Custodian to transfer cash to the Custodian equal to the Fund
Custodian Daily Net Amount (if the Fund Custodian Daily Net Amount is
positive) or (ii) transfer to such Fund Custodian cash equal to the
Fund Custodian Daily Net Amount (if the Fund Custodian Daily Net
Amount is negative).
(c) Determination of Repo Custodian Daily Net Amount. On each
banking day, based upon daily transaction information provided to the
Custodian by the Funds and each Repo Custodian, Custodian shall
determine: (i) the amount of cash due to be transferred on such day
by each Repo Custodian on behalf of the Funds to all counterparties in
connection with all third-party Overnight Repo Transactions to be
effected through the Accounts on such day; and (ii) the amount of cash
due to be transferred on such day by each Repo Custodian on behalf of
all counterparties to the Funds in connection with all outstanding
third-party Overnight Repo Transactions previously effected through
the Accounts (the difference between (i) and (ii) with respect to each
Repo Custodian being referred to as the "Repo Custodian Daily Net
Amount"). On each banking day, Custodian shall notify the Funds of
the foregoing determinations and, unless otherwise directed in
accordance with Proper Instructions, Custodian shall (i) transfer to
each Repo Custodian cash equal to the Repo Custodian Daily Net Amount
(if the Repo Custodian Daily Net Amount is positive) or (ii) instruct
each Repo Custodian to transfer to the Custodian cash equal to the
Repo Custodian Daily Net Amount (if the Repo Custodian Daily Net
Amount is negative).
Section 2.05. Custodian's Books and Records. The Custodian shall
provide any assistance reasonably requested by the Funds in the
preparation of reports to shareholders of the Funds and others, audits
of accounts, and other ministerial matters of like nature. The
Custodian shall maintain complete and accurate records with respect to
cash and Securities held for the benefit of the Funds as required by
the rules and regulations of the Securities and Exchange Commission
applicable to investment companies registered under the Investment
Company Act of 1940, as amended (the "Investment Company 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 Securities in transfer, and
Securities in physical possession; and (c) cancelled checks and bank
records related thereto. The Custodian shall keep such other books
and records of the Funds relating to repurchase transactions effected
through the Accounts as the Funds shall reasonably request. Such
books and records maintained by the Custodian shall reflect at all
times the identity of each Fund participating in each Account and the
aggregate amount of the Securities and any Cash Collateral held by the
Custodian on behalf of the Funds in such Account pursuant to this
Agreement. All such books and records maintained by the Custodian
shall be maintained in a form acceptable to the Funds and in
compliance with the rules and regulations of the Securities and
Exchange Commission, including, but not limited to, books and records
required to be maintained by Section 31(a) of the Investment Company
Act and the rules from time to time adopted thereunder. All books and
records maintained by the Custodian relating to the Accounts shall at
all times be the property of the Funds and shall be available during
normal business hours for inspection and use by the Funds and their
agents, including, without limitation, their independent certified
public accountants. Notwithstanding the preceding sentence, the Funds
shall not take any actions or cause Custodian to take any actions
which would cause, either directly or indirectly, the Custodian to
violate any applicable laws, regulations, rules or orders.
Section 2.06. Reports by Independent Certified Public Accountants.
At the request of the Funds, the Custodian shall deliver to the Funds
such annual reports and other interim reports prepared by the
independent certified public accountants of the Custodian 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
Securities, including Securities deposited and/or maintained in a
Securities System. Such reports, which shall be of sufficient scope
and in sufficient detail as may reasonably be required by the Funds
and as may reasonably by obtained by the Custodian, shall provide
reasonable assurance to the Funds that the procedures employed by the
independent certified public accountants are reasonably designed to
detect any material inadequacies with respect to the matters discussed
in the report, shall state in detail the material inadequacies
disclosed by such examination, and, if no such inadequacies exist,
shall so state.
Section 2.07. Securities System. As used herein the term "Securities
System" shall mean each of the following: (a) the Depository Trust
Company; (b) the Participants Trust Company; (c) any book-entry system
as provided in (i) Subpart0 of Treasury Circular No. 300, 31CFR
306.115, (ii) SubpartB of Treasury Circular Public Debt Series No.
27-76, 31CFR 350.2, or (iii) the book-entry regulations of federal
agencies substantially in the form of 31CFR 306.115; or (d) any
domestic clearing agency registered with the Securities and Exchange
Commission under Section17A of the Securities Exchange Act of 1934, as
amended (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 has been
approved in Special Instructions. Use of a Securities System by the
Custodian shall be in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission 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 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 Custodian shall, if requested by the Funds, provide the Funds
with all reports obtained by the Custodian with respect to the
Securities System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the Securities
System.
(C) Upon receipt of Special Instructions, the Custodian shall
terminate the use hereunder of any Securities System (except for the
federal book-entry system) as promptly as practicable and shall take
all actions reasonably practicable to safeguard the Securities and
other assets of the Funds maintained with such Securities System.
Section 2.08. Collections. The Custodian shall (a) collect, receive
and deposit in the applicable Account all income and other payments
with respect to Securities held by the Custodian hereunder; (b)
endorse and deliver any instruments required to effect such
collection; and (c) 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
Securities, or in connection with the transfer of Securities.
Section 2.09. Notices, Consents, Etc. The Custodian shall deliver to
the Funds, in the most expeditious manner practicable, all notices,
consents or announcements affecting or relating to Securities held by
the Custodian on behalf of the Funds that are received by the
Custodian, and, upon receipt of Proper Instructions, the Custodian
shall execute and deliver such consents or other authorizations as may
be required.
Section 2.10. Notice of Custodian's Inability to Perform. The
Custodian shall promptly notify the Funds in writing by facsimile
transmission or such other manner as the Funds may designate, if, for
any reason: (a) the Custodian determines that it is unable to perform
any of its duties or obligations hereunder or its duties or
obligations with respect to any repurchase transaction; or (b) the
Custodian reasonably foresees that it will be unable to perform any
such duties or obligations.
ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS
Section 3.01. Proper Instructions; Special Instruction.
(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 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 electromechanical or
electronic devices or systems (including, without limitation,
computers) 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 Funds 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. Each of the Funds and the
Custodian is 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, in the case of the entities listed in
Schedules A-1 or A-2 hereto, the Treasurer or any Assistant Treasurer
of the Funds or any other person designated in writing by the
Treasurer of the Funds, and in the case of each of the entities listed
on Schedules A-3 or A-4, by the officer who is a signatory to this
Agreement on behalf of such entity or any other person designated in
writing by such officer or an officer of such entity of higher
authority, which countersignature or written 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 parties
hereto may 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 Funds.
Section 3.02. Authorized Persons. Concurrently with the execution of
this Agreement and from time to time thereafter, as appropriate, the
Funds shall deliver to the Custodian, duly certified as appropriate by
the Treasurer or any Assistant Treasurer of the Funds or by a
Secretary or Assistant Secretary of the Funds, and in the case of each
of the entities listed on Schedules A-3 or A-4, by the officer who is
a signatory to this Agreement on behalf of such entity or any other
person designated in writing by such officer or an officer of higher
authority, a certificate setting forth (a) the names, 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 Funds (collectively, the
"Authorized Persons," and individually, an "Authorized Person"), and
(b) the names 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 of a person
previously authorized to give Proper Instructions or to issue Special
Instructions, such person shall no longer be considered an Authorized
Person or authorized to issue Special Instructions, as applicable.
Section 3.03. Investment Limitations. In performing its duties
hereunder the Custodian may assume, unless and until it receives
special Instructions to the contrary (a "Contrary Notice"), that
Proper Instructions received by it are not in conflict with or in any
way contrary to any investment or other limitation applicable to any
of the Funds. The Custodian shall in no event be liable to the Funds
and shall be indemnified by the Funds for any loss, damage or expense
to the Custodian arising out of any violation of any investment or
other limitation to which any Fund is subject, except to the extent
that such loss, damage or expense: (i) relates to a violation of any
investment or other limitation of a Fund occurring after receipt by
the Custodian of a Contrary Notice; or (ii) arises from a breach of
this Agreement by the Custodian.
Section 3.04. Persons Having Access to Assets of the Funds. No
Authorized Person, Trustee, officer, employee or agent of the Funds
(other than the Custodian) shall have physical access to the assets of
the Funds held by the Custodian, or shall be authorized or permitted
to withdraw any such assets for delivery to an account of such person,
nor shall the Custodian deliver any such assets to any such person;
provided, however, that nothing in this Section 3.04 shall prohibit:
(a) any Authorized Person from giving Proper Instructions, or the
persons described in Section 3.01(b) from issuing Special
Instructions, so long as such action does not result in delivery of or
access to assets of the Funds prohibited by this Section 3.04; or (b)
the Funds' independent certified public accountants from examining or
reviewing the assets of the Funds held by the Custodian.
Section 3.05. Actions of Custodian Based on Proper Instructions and
Special Instructions. Subject to the provisions of Section 4.01
hereof, 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 - STANDARD OF CARE; INDEMNIFICATION
Section 4.01. 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 Funds for
all loss, damage and expense incurred or suffered by the Funds,
resulting from the failure of the Custodian to exercise such
reasonable care and diligence or from any other breach by the
Custodian of the terms of this Agreement.
(b) Acts of God, Etc. In no event shall the Custodian incur
liability hereunder if the Custodian 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; unless, in each case, such delay or nonperformance is caused by
(A) the negligence, misfeasance or misconduct of the Custodian, or (B)
a malfunction or failure of equipment maintained or operated by the
Custodian other than a malfunction or failure caused by events beyond
the Custodian's control and which could not reasonably be anticipated
and/or prevented by the Custodian.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to the Funds, the
Custodian shall use all commercially reasonable efforts and shall take
all reasonable steps under the circumstances to mitigate the effects
of such event and to avoid continuing harm to the Funds.
Section 4.02. Liability of Custodian for Actions of Securities
Systems. Notwithstanding the provisions of Section4.01 to the
contrary, the Custodian shall not be liable to the Funds for any loss,
damage or expense resulting from the use by the Custodian of a
Securities System, unless such loss, damage or expense is caused by,
or results from, negligence, misfeasance or misconduct of the
Custodian. In the case of loss, damage or expense resulting from use
of a Securities System by the Custodian, the Custodian shall take all
reasonable steps to enforce such rights as it may have against the
Securities System to protect the interest of the Funds.
Section 4.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitations set
forth in this Agreement, the Funds severally agree to indemnify and
hold harmless the Custodian from all claims and liabilities (including
reasonable attorneys' fees) incurred or assessed against the Custodian
for actions taken in reliance upon Proper Instructions or Special
Instructions; provided, however, that such indemnity shall not apply
to claims and liabilities occasioned by or resulting from the
negligence, misfeasance or misconduct of the Custodian, or any other
breach of this Agreement by the Custodian. In addition, the Funds
severally agree to indemnify the Custodian against any liability
incurred by the Custodian by reason of taxes assessed to the
Custodian, or other costs, liability or expenses incurred by the
Custodian, resulting directly or indirectly solely from the fact that
securities and other property of the Funds is registered in the name
of the Custodian; provided, however, in no event shall such
indemnification be applicable to income, franchise or similar taxes
which may be imposed or applied against the Custodian or charges
imposed by a Federal Reserve Bank with respect to intra-day overdrafts
unless separately agreed to by the Funds.
(b) Extent of Liability. Notwithstanding anything to the contrary
contained herein, with respect to the indemnification obligations of
the Funds provided in this Section4.03, each Fund shall be: (i)
severally, and not jointly and severally, liable with each of the
other Funds; and (ii) liable only for its pro rata share of such
liabilities, determined with reference to such Fund's proportionate
interest in the aggregate of assets held by the Custodian in the
Account with respect to which such liability relates at the time such
liability was incurred, as reflected on the books and records of the
Funds.
(c) Notice of Litigation, Right to Prosecute, Etc. The Custodian
shall promptly notify the Funds in writing of the commencement of any
litigation or proceeding brought against the Custodian in respect of
which indemnity may be sought against the Funds pursuant to this
Section4.03. The Funds shall be entitled to participate in any such
litigation or proceeding and, after written notice from the Funds to
the Custodian, the Funds may assume the defense of such litigation or
proceeding with counsel of their choice at their own expense. The
Custodian shall not consent to the entry of any judgment or enter into
any settlement in any such litigation or proceeding without providing
the Funds with adequate notice of any such settlement or judgment, and
without the Funds' prior written consent. The Custodian shall submit
written evidence to the Funds with respect to any cost or expense for
which it seeks indemnification in such form and detail as the Funds
may reasonably request.
Section 4.04. Funds, Right to Proceed. Notwithstanding anything to
the contrary contained herein, the Funds shall have, at their 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 Securities System or other person for
loss, damage or expense caused the Custodian or the Funds by such
Securities System or other person, and shall be entitled to enforce
the rights of the Custodian with respect to.any claim against such
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 Custodian or any Fund has not been made whole for any such
loss, damage or expense.
ARTICLE V - COMPENSATION
Section 5.01. Compensation. The Custodian shall be compensated for
its services hereunder in an amount, and at such times, as may be
agreed upon, from time to time, by the Custodian and the Funds. Each
Fund shall be severally, and not jointly, liable with the other Funds
only for its pro rata share of such compensation, determined with
reference to such Fund's proportionate interest in each Repurchase
Agreement transaction to which such compensation relates.
Section 5.02. Waiver of Right of Set-Off. 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 Funds to the Custodian arising under
this Agreement.
ARTICLE VI - TERMINATION
Section 6.01. Events of Termination. This Agreement shall continue
in full force and effect until the first to occur of: (a) termination
by the Custodian or the Funds by an instrument in writing delivered to
the other party, such termination to take effect not sooner than
ninety (90) days after the date of such delivery; or (b) termination
by the Funds by written notice delivered to the Custodian, based upon
the Funds' 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 Custodians receipt of such
notice or at such later time as the Funds shall designate; provided,
however, that this Agreement may be terminated as to one or more Funds
(but less than all Funds) by delivery of an amended Schedule A-1, A-2,
A-3 or A-4 pursuant to Section7.03 hereof. The execution and delivery
of an amended Schedule A-1, A-2, A-3 or A-4 which deletes one or more
Funds shall constitute a termination of this Agreement only with
respect to such deleted Fund(s).
Section 6.02. Successor Custodian; Payment of Compensation. Each of
the Funds may identify a successor custodian to which the cash,
Securities and other assets of such Fund shall, upon termination of
this Agreement, be delivered; provided that in the case of the
termination of this Agreement with respect to any of the Funds, such
Fund or Funds shall direct the Custodian to transfer the assets of
such Fund or Funds held by the Custodian pursuant to Proper
Instructions. The Custodian agrees to cooperate with the Funds in the
execution of documents and performance or all other actions necessary
or desirable in order to substitute the successor custodian for the
Custodian under this Agreement. In the event of termination, each
Fund shall make payment of such Fund's applicable share of unpaid
compensation within a reasonable time following termination and
delivery of a statement to the Funds setting forth such fees. The
termination of this Agreement with respect to any of the Funds shall
be governed by the provisions of this ArticleVI as to notice, payments
and delivery of securities and other assets, and shall not affect the
obligations of the parties hereunder with respect to the other Funds
set forth in Schedule A-1, A-2, A-3 or A-4 as amended from time to
time.
ARTICLE VII - MISCELLANEOUS
Section 7.01. Representative Capacity and Binding Obligation. A COPY
OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENTS OF EACH
FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF EACH FUND'S
FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT
EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE
OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE
SHAREHOLDERS, TRUSTEES, DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES OR
AGENTS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS
AND PROPERTY OF THE FUNDS, AND IN THE CASE OF SERIES COMPANIES, SUCH
FUNDS' RESPECTIVE PORTFOLIOS OR SERIES.
THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, DIRECTOR, PARTNER,
OFFICER, EMPLOYEE OR AGENT OF ANY FUND MAY BE HELD PERSONALLY LIABLE
OR RESPONSIBLE FOR ANY OBLIGATIONS OF THE FUNDS ARISING OUT OF THIS
AGREEMENT. WITH RESPECT TO OBLIGATIONS OF EACH FUND ARISING OUT OF
THIS AGREEMENT, THE CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION
OF ANY CLAIM SOLELY TO THE ASSETS AND PROPERTY OF THE FUND TO WHICH
SUCH OBLIGATION RELATES AS THOUGH EACH FUND HAD SEPARATELY CONTRACTED
WITH THE CUSTODIAN BY SEPARATE WRITTEN INSTRUMENT."
Section 7.02. Entire Agreement. This Agreement constitutes the
entire understanding and agreement of the parties hereto with respect
to the subject matter hereof.
Section 7.03. Amendments. No provision of this Agreement may be
amended except by a statement in writing signed by the party against
which enforcement of the amendment is sought; provided, however,
Schedule A-1, A-2, A-3 or A-4 listing the Funds which are parties
hereto, Schedule B listing the Fund Custodians and Schedule C listing
the Repo Custodians may be amended from time to time to add or delete
one or more Funds, Fund Custodians or Repo Custodians, as the case may
be, by the Funds' delivery of an amended Schedule A-1, A-2, A-3 or
A-4, Schedule B or Schedule C to the Custodian. The deletion of one
or more Funds from Schedule A-1, A-2, A-3 or A-4 shall have the effect
of terminating this Agreement as to such Fund(s), but shall not affect
this Agreement with respect to any other Fund.
Section 7.04. Interpretation. In connection with the operation of
this Agreement, the Custodian, and the Funds 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 7.05. 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 7.06. Governing Law. THE PROVISIONS OF THIS AGREEMENT SHALL
BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.
Section 7.07. Notice and Confirmations.
(a) Except as provided in Section 7.07(b) below and 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:
(i) If to the Funds:
FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah Todd or
Mr. Samuel Silver
(ii) If to the Custodian:
The Bank of New York
One Wall Street
Fourth Floor
New York, NY 10286
Attn: Claire Meskovic
Telephone: (212) 635-4808
Telefax: (212) 635-4828
(b) The Custodian may provide the confirmations required by Sections
2.02 and 2.03 of this Agreement by making the information available in
the form of a communication directly between electromechanical or
electrical devices or systems (including, without limitation,
computers) (or in such other manner as the parties hereto may agree in
writing) to the following Fund Agent:
Fidelity Accounting and Custody
Domestic Securities Operations
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 506-4071
Attention: Mr. Mark Mufler
The address and telephone number of the Funds, the Fund Agent and the
Custodian and the identity of the Fund Agent specified in this Section
7.07 may be changed by written notice of the Funds to Custodian or
Custodian to the Funds, as the case may be. All written notices which
are required or provided to be given hereunder shall be effective upon
actual receipt by the entity to which such notice is given.
Section 7.08. Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto and their respective
successors and assigns, provided that, no party hereto may assign this
Agreement or any of its rights or obligations hereunder without the
prior written consent of each of the other parties.
Section 7.09. 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 7.10. Confidentiality; Survival of Obligations. The parties
hereto agree that they shall each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each
party to the others 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, any auditor of the parties hereto or by
judicial or administrative process or otherwise by applicable law or
regulation. The provisions of this Section 7.10 and Sections3.03,
4.01, 4.02, 4.03, 4.04, 4.05, 7.01 and 7.06 shall survive any
termination of this Agreement, provided that in the event of
termination the Custodian agrees that it shall transfer and return
Securities and other assets held by the Custodian for the benefit of
the Funds as the Funds direct pursuant to Proper Instructions.
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.
BANK OF NEW YORK
By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated:
By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-2 HERETO
Dated:
By: /s/
Name:
Title:
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated:
By: /s/
Name:
Title:
94975.c5
SCHEDULES A-1, A-2, A-3 AND A-4
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN
THE BANK OF NEW YORK AND FIDELITY FUNDS DATED AS OF _________
The following is a list of the Funds to which this Agreement applies:
SCHEDULE A-1
SCHEDULE A-2
SCHEDULE A-3
SCHEDULE A-4
SCHEDULE B
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF __________
The following is a list of the Fund Custodians of the Funds:
SCHEDULE C
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF ____________
The following is a list of Repo Custodians of the Funds:
Exhibit
8(d)
FORM OF
FIRST AMENDMENT TO
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN
THE BANK OF NEW YORK
AND
FIDELITY FUNDS
FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN
THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of ______, by and
between THE BANK OF NEW YORK ("Custodian") and each of the entities
listed on SchedulesA-1, A-2, A-3 and A-4 hereto on behalf of itself
or, (i) in the case of a series company, on behalf of one or more of
its portfolios or series listed on SchedulesA-1 or A-2 hereto, (ii) in
the case of the accounts listed on Schedule A-3 hereto, acting through
Fidelity Management & Research Company, and (iii)in the case of the
commingled or individual accounts listed on Schedule A-4 hereto,
acting through Fidelity Management Trust Company (collectively, the
"Funds" and each, a "Fund").
WITNESSETH
WHEREAS, Custodian and certain of the Funds have entered into that
certain Joint Trading Account Custody Agreement between The Bank of
New York and Fidelity Funds, dated as of _______ (the "Agreement"),
pursuant to which the Funds have appointed the Custodian as its
custodian for the purpose of establishing and administering one or
more joint trading accounts or subaccounts thereof (individually, an
"Account" and collectively, the "Accounts") and holding cash and
securities for the Funds in connection with repurchase transactions
effected through the Accounts; and
WHEREAS, Seller and the Funds desire to amend the Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises
and covenants contained herein, the parties hereto agree as follows.
Unless otherwise defined herein or the context otherwise requires,
terms used in this Amendment, including the preamble and recitals,
have the meanings provided in the Agreement.
The Agreement is hereby amended by deleting Paragraph2.03(f) in its
entirety and substituting the following in lieu thereof:
"(f) Overdraft. In the event that the Custodian is directed by
Proper Instructions to make any payment or transfer of funds on behalf
of a Fund 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 Fund, the Custodian may, in its
discretion, provide an overdraft ("Overdraft") to the Fund (such Fund
being referred to herein as an "Overdraft Fund"), in an amount
sufficient to allow the completion of such payment or transfer. Any
Overdraft provided hereunder: (a) shall be payable on the next
Business Day, unless otherwise agreed by the Overdraft Fund and the
Custodian; and (b) shall accrue interest from the date of the
Overdraft to the date of payment in full by the Overdraft Fund at a
rate agreed upon in writing, from time to time, by the Custodian and
the Overdraft Fund. The Custodian and the Funds 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. The Custodian hereby agrees to notify each Overdraft Fund by
3:00 p.m., New York time, of the amount of any Overdraft. Provided
that Custodian has given the notice required by this subparagraph (f),
the Funds hereby agree that, as security for the Overdraft of an
Overdraft Fund, the Custodian shall have a continuing lien and
security interest in and to all interest of such Overdraft Fund in
Securities whose purchase is financed by Custodian and which are in
Custodian's possession or in the possession or control of any third
party acting on Custodian's behalf and the proceeds thereof. In this
regard, Custodian shall be entitled to all the rights and remedies of
a pledgee under common law and a secured party under the New York
Uniform Commercial Code and any other applicable laws or regulations
as then in effect."
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered under seal by their duly authorized officers.
BANK OF NEW YORK
By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated:
By: /s/
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-2 HERETO
Dated:
By: /s/
Name:
Title:
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated:
By: /s/
Name:
Title:
SCHEDULE A-1
SCHEDULE A-2
SCHEDULE A-3
SCHEDULE A-4
Exhibit 11(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the
Prospectuses and Statement of Additional Information constituting part
of Post-Effective Amendment No. 37 to the Registration Statement on
Form N-1A of Fidelity Institutional Cash Portfolios (currently known
as Colchester Street Trust): Tax-Exempt Portfolio, Treasury Only
Portfolio, Rated Money Market Portfolio of our report dated May 1,
1998 on the financial statements and financial highlights included in
the March 31, 1998 Annual Report to Shareholders of Tax-Exempt
Portfolio, Treasury Only Portfolio and Rated Money Market Portfolio.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditors" in the
Statement of Additional Information.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P
Boston, Massachusetts
May 22, 1998
Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the
Prospectuses and Statement of Additional Information constituting part
of Post-Effective Amendment No. 37 to the Registration Statement on
Form N-1A of Fidelity Institutional Cash Portfolios (now known as
Colchester Street Trust): Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Money Market Portfolio, of our report dated May
1, 1998 on the financial statements and financial highlights included
in the March 31, 1998 Annual Report to Shareholders of Treasury
Portfolio, Government Portfolio, Domestic Portfolio and Money Market
Portfolio.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditors" in the
Statement of Additional Information.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 22, 1998
Exhibit 15(p)
DISTRIBUTION AND SERVICE PLAN
of Fidelity Colchester Street Trust:
Rated Money Market Portfolio
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Rated Money Market Portfolio (the "Portfolio"), a series of shares of
Fidelity Colchester Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.
4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, an advisory and service fee to the Adviser. To the extent that
any payments made by the Portfolio to the Adviser, including payment
of advisory and service fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
shares of the Portfolio within the context of Rule 12b-1 under the
Act, then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 1999 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, to increase materially the amount
spent by the Portfolio for distribution, or any amendment of the
Management Contract to increase the amount to be paid by the Portfolio
thereunder shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of the Portfolio, and
(b) any material amendments of this Plan shall be effective only upon
approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Trust Instrument, any obligations assumed by the
Portfolio pursuant to this Plan and any agreements related to this
Plan shall be limited in all cases to the Portfolio and its assets,
and shall not constitute obligations of any other series of shares of
the Fund.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
12. This Plan shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of the laws provisions thereof.
Exhibit 15(q)
DISTRIBUTION AND SERVICE PLAN
FIDELITY COLCHESTER STREET TRUST: Rated Money Market Portfolio
CLASS II
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class II shares
(the "Class II") of Rated Money Market Portfolio (the "Portfolio"), a
series of Colchester Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class II of the Portfolio shall pay to the Distributor a
fee at the annual rate of .15% of such Class' average daily net assets
throughout the month, or such lesser amount as may be established from
time to time by the Trustees of the Fund, as specified in paragraph 6
of this Plan; provided that, for any period during which the total of
such fee and all other expenses of the Portfolio (or of Class II),
would exceed the gross income of the Portfolio (or of Class II), such
fee shall be reduced by such excess. Such fee shall be computed and
paid monthly. The determination of daily net assets shall be made at
the close of business each day throughout the month and computed in
the manner specified in the Portfolio's then current Prospectus for
the determination of the net asset value of shares of Class II, but
shall exclude assets attributable to any other Class of the Portfolio.
The Distributor may use all or any portion of the fee received
pursuant to the Plan to compensate securities dealers or other persons
who have engaged in the sale of Shares or in shareholder support
services pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 thereof.
4. Each Class of the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to make payment to the Distributor with respect to any
expenses incurred in connection with the distribution of Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Class to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares within the meaning
of Rule 12b-1, then such payment shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class II,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of Trustees who are not "interested
persons" of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 1999, and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class II, in the case of the Plan, or
upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class II (making estimates of such costs where necessary or desirable)
and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Class.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligation assumed by
Class II pursuant to this Plan or any agreement related to this Plan
shall be limited in all cases to Class II and its assets and shall not
constitute an obligation of any shareholder of the Fund or of any
other series or Class of the Fund.
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit 15(r)
DISTRIBUTION AND SERVICE PLAN
COLCHESTER STREET TRUST: Rated Money Market Portfolio
CLASS III
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class III shares
(the "Class III") of Rated Money Market Portfolio (the "Portfolio"), a
series of Colchester Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class III of the Portfolio shall pay to the Distributor a
fee at the annual rate of .25% of such Class' average daily net assets
throughout the month, or such lesser amount as may be established from
time to time by the Trustees of the Fund, as specified in paragraph 6
of this Plan; provided that, for any period during which the total of
such fee and all other expenses of the Portfolio (or of Class III),
would exceed the gross income of the Portfolio (or of Class III), such
fee shall be reduced by such excess. Such fee shall be computed and
paid monthly. The determination of daily net assets shall be made at
the close of business each day throughout the month and computed in
the manner specified in the Portfolio's then current Prospectus for
the determination of the net asset value of shares of Class III, but
shall exclude assets attributable to any other Class of the Portfolio.
The Distributor may use all or any portion of the fee received
pursuant to the Plan to compensate securities dealers or other persons
who have engaged in the sale of Shares or in shareholder support
services pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 thereof.
4. Each Class of the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to make payment to the Distributor with respect to any
expenses incurred in connection with the distribution of Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Class to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares within the meaning
of Rule 12b-1, then such payment shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class III,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of Trustees who are not "interested
persons" of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 1999 and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class III, in the case of the Plan,
or upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class III (making estimates of such costs where necessary or
desirable) and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Class.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligation assumed by
Class III pursuant to this Plan or any agreement related to this Plan
shall be limited in all cases to Class III and its assets and shall
not constitute an obligation of any shareholder of the Fund or of any
other series or Class of the Fund.
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit 15(s)
DISTRIBUTION AND SERVICE PLAN
of Colchester Street Trust
Tax-Exempt Portfolio
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Act") for the Class I shares (the Class I shares) of Tax-Exempt
Portfolio (the "Portfolio"), a series of Colchester Street Trust (the
"Fund").
2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenue as well as past profits of its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.
3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.
4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 1999 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, to increase materially the amount
spent by the Portfolio for distribution, or any amendment of the
Management Contract to increase the amount to be paid by the Portfolio
thereunder shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of the Portfolio, and
(b) any material amendments of this Plan shall be effective only upon
approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligations assumed by
the Portfolio pursuant to this Plan and any agreements related to this
Plan shall be limited in all cases to the Portfolio and its assets,
and shall not constitute obligations of any other series of shares of
the Fund.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
LG922040016
Exhibit 15(t)
DISTRIBUTION AND SERVICE PLAN
COLCHESTER STREET TRUST: Tax-Exempt Portfolio
CLASS II
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class II shares
(the "Class II") of Tax-Exempt Portfolio (the "Portfolio"), a series
of Colchester Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class II of the Portfolio shall pay to the Distributor a
fee at the annual rate of .15% of such Class' average daily net assets
throughout the month, or such lesser amount as may be established from
time to time by the Trustees of the Fund, as specified in paragraph 6
of this Plan; provided that, for any period during which the total of
such fee and all other expenses of the Portfolio (or of Class II),
would exceed the gross income of the Portfolio (or of Class II), such
fee shall be reduced by such excess. Such fee shall be computed and
paid monthly. The determination of daily net assets shall be made at
the close of business each day throughout the month and computed in
the manner specified in the Portfolio's then current Prospectus for
the determination of the net asset value of shares of Class II, but
shall exclude assets attributable to any other Class of the Portfolio.
The Distributor may use all or any portion of the fee received
pursuant to the Plan to compensate securities dealers or other persons
who have engaged in the sale of Shares or in shareholder support
services pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 thereof.
4. Each Class of the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to make payment to the Distributor with respect to any
expenses incurred in connection with the distribution of Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Class to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares within the meaning
of Rule 12b-1, then such payment shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class II,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of Trustees who are not "interested
persons" of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 1999 and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class II, in the case of the Plan, or
upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class II (making estimates of such costs where necessary or desirable)
and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Class.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligation assumed by
Class II pursuant to this Plan or any agreement related to this Plan
shall be limited in all cases to Class II and its assets and shall not
constitute an obligation of any shareholder of the Fund or of any
other series or Class of the Fund.
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit 15(u)
DISTRIBUTION AND SERVICE PLAN
COLCHESTER STREET TRUST: Tax-Exempt Portfolio
CLASS III
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Class III shares
(the "Class III") of Tax-Exempt Portfolio (the "Portfolio"), a series
of Colchester Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement on
behalf of the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers of the Portfolio's shares of beneficial interest (the
"Shares"). Such efforts may include, but neither are required to
include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders
of the Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;
(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and
others with respect to the sale of Shares.
3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement, Class III of the Portfolio shall pay to the Distributor a
fee at the annual rate of .25% of such Class' average daily net assets
throughout the month, or such lesser amount as may be established from
time to time by the Trustees of the Fund, as specified in paragraph 6
of this Plan; provided that, for any period during which the total of
such fee and all other expenses of the Portfolio (or of Class III),
would exceed the gross income of the Portfolio (or of Class III), such
fee shall be reduced by such excess. Such fee shall be computed and
paid monthly. The determination of daily net assets shall be made at
the close of business each day throughout the month and computed in
the manner specified in the Portfolio's then current Prospectus for
the determination of the net asset value of shares of Class III, but
shall exclude assets attributable to any other Class of the Portfolio.
The Distributor may use all or any portion of the fee received
pursuant to the Plan to compensate securities dealers or other persons
who have engaged in the sale of Shares or in shareholder support
services pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 thereof.
4. Each Class of the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser pursuant to a management
agreement between the Portfolio and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management
fee revenue, as well as its past profits or its resources from any
other source, to make payment to the Distributor with respect to any
expenses incurred in connection with the distribution of Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Class to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares within the meaning
of Rule 12b-1, then such payment shall be deemed to be authorized by
this Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Class III,
this Plan having been approved by a vote of a majority of the Trustees
of the Fund, including a majority of Trustees who are not "interested
persons" of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 1999 and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the maximum fee provided for in
paragraph 3 hereof, or any amendment of the Management Contract to
increase the amount to be paid by the Portfolio thereunder, shall be
effective only upon approval by a vote of a majority of the
outstanding voting securities of Class III, in the case of the Plan,
or upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract,
and (b) any material amendment of this Plan shall be effective only
upon approval in the manner provided in the first sentence of this
paragraph 6.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of
Class III (making estimates of such costs where necessary or
desirable) and the purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Class.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligation assumed by
Class III pursuant to this Plan or any agreement related to this Plan
shall be limited in all cases to Class III and its assets and shall
not constitute an obligation of any shareholder of the Fund or of any
other series or Class of the Fund.
11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
Exhibit 18(a)
MULTIPLE CLASS OF SHARES PLAN
FOR
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
DATED MARCH 19, 1998
This Multiple Class of Shares Plan (the "Plan"), when effective in
accordance with its provisions, shall be the written plan contemplated
by Rule 18f-3 under the Investment Company Act of 1940 (the "1940
Act") for the portfolios (each a "Fund"), of the respective Fidelity
Trust (each a "Trust") as listed on Schedule I to this Plan.
1. Classes Offered. Each Fund offers three classes of its shares:
Classes I, II and III.
2. Distribution and Shareholder Service Fees. Distribution fees
and/or shareholder service fees shall be calculated and paid in
accordance with the terms of the then-effective plan pursuant to Rule
12b-l under the 1940 Act for the applicable class. Distribution and
shareholder service fees currently authorized are as set forth in
Schedule I to this Plan.
3. Exchange Privileges. Shares of any class may be exchanged for
shares of the same class of (i) any Portfolio of Fidelity
Institutional Cash Portfolios; (ii) Fidelity Institutional Tax-Exempt
Cash Portfolios: Tax-Exempt; and (iii) Fidelity Money Market Trust:
Rated Money Market.
4. Allocations. Income, gain, loss and expenses shall be allocated
under this Plan as follows:
A. Class expenses: The following expenses shall be allocated
exclusively to the applicable specific class of shares: (i)
distribution and shareholder service fees; and (ii) transfer agent
fees.
B. Fund Income, Gain, Loss and Expenses: Income, gain, loss and
expenses not allocated to specific classes as specified above shall be
charged to the Fund and allocated daily to each class in a manner
consistent with Rule 18f-3(c)(1)(iii).
5. Voting Rights. Each class of shares governed by this Plan (i)
shall have exclusive voting rights on any matter submitted to
shareholders that relates solely to its arrangement; and (ii) shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any
other class.
6. Effective Date of Plan. This Plan shall become effective upon
approval by a vote of at least a majority of the Trustees of the
Trust, and a majority of the Trustees of the Trust who are not
"interested persons" of the Trust, which vote shall have found that
this Plan as proposed to be adopted, including expense allocations, is
in the best interests of each class individually and of the Fund as a
whole; or upon such other date as the Trustees shall determine.
7. Amendment of Plan. Any material amendment to this Plan shall
become effective upon approval by a vote of at least a majority of the
Trustees of the Trust, and a majority of the Trustees of the Trust who
are not "interested persons" of the Trust, which vote shall have found
that this Plan as proposed to be amended, including expense
allocations, is in the best interests of each class individually and
of the Fund as a whole; or upon such other date as the Trustees shall
determine.
8. Severability. If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of the Plan shall not be affected thereby.
9. Limitation of Liability. Consistent with the limitation of
shareholder liability as set forth in each Trust's Declaration of
Trust or other organizational document, any obligations assumed by any
Fund or class thereof, and any agreements related to this Plan shall
be limited in all cases to the relevant Fund and its assets, or class
and its assets, as the case may be, and shall not constitute
obligations of any other Fund or class of shares. All persons having
any claim against the Fund, or any class thereof, arising in
connection with this Plan, are expressly put on notice of such
limitation of shareholder liability, and agree that any such claim
shall be limited in all cases to the relevant Fund and its assets, or
class and its assets, as the case may be, and such person shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Trust, class or Fund; nor shall such person seek
satisfaction of any such obligation from the Trustees or any
individual Trustee of the Trust.
Exhibit 18(b)
SCHEDULE I DATED MARCH 19, 1998 TO MULTIPLE CLASS OF SHARES PLAN
FOR FIDELITY INSTITUTIONAL MONEY MARKET FUNDS DATED MARCH 19, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TRUST/FUND/CLASS SALES CHARGE DISTRIBUTION FEE SHAREHOLDER
(AS A PERCENTAGE OF SERVICE FEE
AVERAGE NET ASSETS) (AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Fidelity Institutional Cash Portfolios:
Treasury Only:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Institutional Cash Portfolios:
Treasury:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Institutional Cash Portfolios:
Government:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Institutional Cash Portfolios:
Domestic:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Institutional Cash Portfolios:
Money Market:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Institutional Tax-Exempt Cash
Portfolios:
Tax-Exempt1:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
Fidelity Money Market Trust:
Rated Money Market2:
Class I none none none
Class II none 0.15 none
Class III none 0.25 none
</TABLE>
______________________________________________________________
1 Effective on or about May 29, 1998, Tax-Exempt will reorganize from
Fidelity Institutional Tax-Exempt Cash Portfolios to Fidelity
Institutional Cash Portfolios.
2 Effective on or about May 29, 1998, Rated Money Market will
reorganize from Fidelity Money Market Trust to Fidelity Institutional
Cash Portfolios.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356173
<NAME> Colchester Street Trust
<SERIES>
<NUMBER> 11
<NAME> Money Market I
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 10,118,057
<INVESTMENTS-AT-VALUE> 10,118,057
<RECEIVABLES> 60,328
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,178,386
<PAYABLE-FOR-SECURITIES> 198,661
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,931
<TOTAL-LIABILITIES> 220,592
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,960,068
<SHARES-COMMON-STOCK> 9,386,116
<SHARES-COMMON-PRIOR> 8,716,020
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,274)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 9,957,794
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 578,377
<OTHER-INCOME> 0
<EXPENSES-NET> 19,805
<NET-INVESTMENT-INCOME> 558,572
<REALIZED-GAINS-CURRENT> (235)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 558,337
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 522,360
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 65,588,663
<NUMBER-OF-SHARES-REDEEMED> 65,255,553
<SHARES-REINVESTED> 336,986
<NET-CHANGE-IN-ASSETS> 632,026
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2,040)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,235
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26,748
<AVERAGE-NET-ASSETS> 9,433,597
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .055
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .055
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 18
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356173
<NAME> Colchester Street Trust
<SERIES>
<NUMBER> 12
<NAME> Money Market II
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 10,118,057
<INVESTMENTS-AT-VALUE> 10,118,057
<RECEIVABLES> 60,328
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,178,386
<PAYABLE-FOR-SECURITIES> 198,661
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,931
<TOTAL-LIABILITIES> 220,592
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,960,068
<SHARES-COMMON-STOCK> 86,009
<SHARES-COMMON-PRIOR> 167,619
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,274)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 9,957,794
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 578,377
<OTHER-INCOME> 0
<EXPENSES-NET> 19,805
<NET-INVESTMENT-INCOME> 558,572
<REALIZED-GAINS-CURRENT> (235)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 558,337
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,229
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,181,841
<NUMBER-OF-SHARES-REDEEMED> 1,268,196
<SHARES-REINVESTED> 4,745
<NET-CHANGE-IN-ASSETS> 632,026
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2,040)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,235
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26,748
<AVERAGE-NET-ASSETS> 97,100
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .054
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .054
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 33
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356173
<NAME> Colchester Street Trust
<SERIES>
<NUMBER> 13
<NAME> Money Market III
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 10,118,057
<INVESTMENTS-AT-VALUE> 10,118,057
<RECEIVABLES> 60,328
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,178,386
<PAYABLE-FOR-SECURITIES> 198,661
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 21,931
<TOTAL-LIABILITIES> 220,592
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,960,068
<SHARES-COMMON-STOCK> 487,918
<SHARES-COMMON-PRIOR> 444,144
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,274)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 9,957,794
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 578,377
<OTHER-INCOME> 0
<EXPENSES-NET> 19,805
<NET-INVESTMENT-INCOME> 558,572
<REALIZED-GAINS-CURRENT> (235)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 558,337
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 30,983
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,398,573
<NUMBER-OF-SHARES-REDEEMED> 4,377,612
<SHARES-REINVESTED> 22,813
<NET-CHANGE-IN-ASSETS> 632,026
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2,040)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,235
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 26,748
<AVERAGE-NET-ASSETS> 586,878
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .053
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .053
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356173
<NAME> Colchester Street Trust
<SERIES>
<NUMBER> 21
<NAME> Government Portfolio - Class I
<MULTIPLIER> 1,000
<S>
<C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 4,345,701
<INVESTMENTS-AT-VALUE> 4,345,701
<RECEIVABLES> 19,318
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,365,019
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,119
<TOTAL-LIABILITIES> 10,119
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,355,897
<SHARES-COMMON-STOCK> 3,528,704
<SHARES-COMMON-PRIOR> 3,606,473
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (997)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,354,900
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 238,943
<OTHER-INCOME> 0
<EXPENSES-NET> 10,336
<NET-INVESTMENT-INCOME> 228,607
<REALIZED-GAINS-CURRENT> 69
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 228,676
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 186,389
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,090,184
<NUMBER-OF-SHARES-REDEEMED> 31,450,410
<SHARES-REINVESTED> 77,831
<NET-CHANGE-IN-ASSETS> 776,583
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