SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT No. 2-86711
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 59 [X]
and
REGISTRATION STATEMENT No. 811-3855
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 59 [X]
Fidelity Advisor Series VIII
(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 June 17, 2000 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.
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY(registered trademark) ADVISOR
KOREA
FUND
CLASS A
(Fund ###, CUSIP #########)
CLASS T
(Fund ###, CUSIP #########)
CLASS B
(Fund ###, CUSIP #########)
CLASS C
(Fund ###, CUSIP #########)
PROSPECTUS
JUNE 17, 2000
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
5 FEE TABLE
FUND BASICS 6 INVESTMENT DETAILS
8 VALUING SHARES
SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES
15 EXCHANGING SHARES
16 ACCOUNT FEATURES AND POLICIES
19 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
20 TAX CONSEQUENCES
FUND SERVICES 20 FUND MANAGEMENT
20 FUND DISTRIBUTION
APPENDIX 25 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
ADVISOR KOREA FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal
investment strategies include:
(small solid bullet) Normally investing at least 65% of total
assets in equity and debt securities of Korean issuers.
(small solid bullet) Investing principally in equity securities
of Korean issuers.
(small solid bullet) Potentially investing up to 35% of total
assets in securities of Hong Kong, Japanese, and Taiwanese
issuers.
(small solid bullet) Investing up to 35% of total assets in any
industry that accounts for more than 20% of the Korean market.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse
issuer, political, regulatory, market, or economic developments.
Different parts of the market can react differently to these
developments.
(small solid bullet) INTEREST RATE CHANGES. Interest rate
increases can cause the price of a debt security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets,
particularly emerging markets, can be more volatile than the U.S.
market due to increased risks of adverse issuer, political,
regulatory, market or economic developments and can perform
differently from the U.S. market. Emerging markets can be subject
to greater social, economic, regulatory, and political
uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN KOREA. The
Korean economy is currently recovering from a recession and can
be significantly affected by continued capital outflows, currency
fluctuations, and corporate bankruptcy. The Korean economy is
dependent on international trade and the economies of other Asian
countries. Korea's economy can also be significantly affected by
fluctuations in international commodity prices and currency
exchange rates. A small number of companies and industries
represent a large portion of the Korean market, and these
companies and industries can be sensitive to adverse political,
economic, or regulatory developments.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN HONG KONG,
JAPAN, AND TAIWAN. The Hong Kong economy is dependent on the
economies of other Asian countries. Changes in government policy
or relations with China could significantly affect the Hong Kong
market. The Japanese economy is currently in a recession.
International trade and government policy can significantly
affect economic growth. The Taiwanese economy can be
significantly affected by security threats from the People's
Republic of China. Currency issues and economic competition also
can significantly affect economic growth.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole. Lower-quality debt
securities (those of less than investment-grade quality) can be
more volatile due to increased sensitivity to adverse issuer,
political, regulatory, market, or economic developments.
In addition, the fund is considered non-diversified and can
invest a greater portion of assets in securities of individual
issuers than a diversified fund. As a result, changes in the
market value of a single issuer could cause greater fluctuations
in share price than would occur in a more diversified fund.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
When you sell your shares of the fund, they could be worth more
or less than what you paid for them.
PERFORMANCE
On June 30, 2000, Fidelity Advisor Korea Fund, Inc. (Closed-End
Fund), a closed-end fund with the same investment objective and
substantially similar investment policies as the fund, was
reorganized as an open-end fund (the fund) through a transfer of
all of its assets and liabilities to the fund. Shareholders of
the Closed-End Fund received Class A shares of the fund in
exchange for their shares of the Closed-End Fund. The returns
presented below do not reflect Class A, Class T, Class B, or
Class C total expenses. If the effect of each class's total
expenses were reflected, returns may be lower than those shown
because each class may have higher total expenses than the
Closed-End Fund.
The following information illustrates the changes in the
Closed-End Fund's performance from year to year and compares each
class's performance to the performance of a market index and an
average of the performance of similar funds over various periods
of time. Returns are based on past results and are not an
indication of future performance.
YEAR-BY-YEAR RETURNS
The returns in the chart do not include the effect of Class A's
or Class T's front-end sales charge or Class B's or Class C's
contingent deferred sales charge (CDSC). If the effect of the
sales charge were reflected, returns would be lower than those
shown.
THE CLOSED-END FUND
Calendar Years 1995 1996 1997 1998 1999
% % % % %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR THE CLOSED-END FUND,
THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDED ________)
AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDED
________).
THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR THE CLOSED-END
FUND WAS __%.
AVERAGE ANNUAL RETURNS
The returns in the following table include the effect of Class
A's and Class T's maximum applicable front-end sales charge and
Class B's and Class C's maximum applicable CDSC.
For the periods ended Past 1 year Past 5 years Life of classA
December 31, 1999
Advisor Korea - Class A % % %
Advisor Korea - Class T % % %
Advisor Korea - Class B % % %
Advisor Korea - Class C % % %
Korea Composite Stock Price % % %
Index
Lipper ____ Funds Average % % %
A FROM OCTOBER 31, 1994 (COMMENCEMENT OF OPERATIONS OF THE
CLOSED-END FUND).
Korea Composite Stock Price Index (KOSPI) is a market
capitalization-weighted index of all common stocks listed on the
Korea Stock Exchange.
Lipper _______ Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.
FEE TABLE
The following table describes the fees and expenses that are
incurred when you buy, hold, or sell Class A, Class T, Class B,
and Class C shares of the fund. The annual class operating
expenses provided below for each class are based on estimated
expenses.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Class A Class T Class B Class C
Maximum sales charge (load) 5.75%A 3.50%B None None
on purchases (as a % of
offering price)
Maximum CDSC (as a % of the NoneC NoneC 5.00%D 1.00%E
lesser of original purchase
price or redemption proceeds)
Sales charge (load) on None None None None
reinvested distributions
Redemption fee NoneF None None None
A LOWER FRONT-END SALES CHARGES FOR CLASS A MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.
B LOWER FRONT-END SALES CHARGES FOR CLASS T MAY BE AVAILABLE WITH
PURCHASE OF $50,000 OR MORE.
C A CONTINGENT DEFERRED SALES CHARGE OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A
FINDER'S FEE WAS PAID.
D DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
E ON CLASS C SHARES REDEEMED WITHIN ONE YEAR OF PURCHASE.
F THE FUND WILL DEDUCT A REDEMPTION FEE OF 4.00% FROM THE
REDEMPTION AMOUNT IF YOU SELL YOUR CLASS A SHARES RECEIVED IN
CONNECTION WITH THE REORGANIZATION OF THE CLOSED-END FUND AFTER
HOLDING THEM LESS THAN 200 DAYS AFTER JUNE 30, 2000.
ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)
Class A Class T Class B Class C
Management feeA % % % %
Distribution and Service 0.25% 0.50% 1.00% 1.00%
(12b-1) fee (including 0.25%
Service fee only for Class B
and Class C)
Other expensesA % % % %
Total annual class operating % % % %
expensesB
A BASED ON ESTIMATED EXPENSES.
B FMR HAS AGREED TO REIMBURSE CLASS A, CLASS T, CLASS B, AND
CLASS C OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF THEIR RESPECTIVE AVERAGE NET ASSETS, EXCEED THE
FOLLOWING RATES:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Effective Date Class T Effective Date Class B Effective Date Class C Effective Date
Advisor Korea 2.10% 7/1/00 2.35% 7/1/00 2.85% 7/1/O0 2.85% 7/1/00
</TABLE>
THE ARRANGEMENT FOR CLASS A OF THE FUND WILL REMAIN IN EFFECT
UNTIL JUNE 30, 2001. THE ARRANGEMENTS FOR CLASS T, CLASS B, AND
CLASS C CAN BE DISCONTINUED BY FMR AT ANY TIME.
This EXAMPLE helps you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
Let's say, hypothetically, that each class's annual return is 5%
and that your shareholder fees and each class's annual operating
expenses are exactly as described in the fee table. This example
illustrates the effect of fees and expenses, but is not meant to
suggest actual or expected fees and expenses or returns, all of
which may vary. For every $10,000 you invested, here's how much
you would pay in total expenses if you close your account at the
end of each time period indicated and if you leave your account
open:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Class T Class B Class C
Account open Account closed Account open Account closed Account open Account closed Account open Account
closed
1 year $ $ $ $ $ $ $ $
3 years $ $ $ $ $ $ $ $
</TABLE>
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
ADVISOR KOREA FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
equity and debt securities of Korean issuers. Korean issuers are
those issuers (i) organized under the laws of Korea, (ii) that
derive at least 50% of their revenues or profits from goods
produced or sold, investments made, or services performed, in
Korea, or have at least 50% of their assets located in Korea,
(iii) that have the primary trading market for their securities
in Korea, or (iv) that are the government, or its agencies or
instrumentalities or other political subdivisions, of Korea. FMR
intends to invest the fund's assets principally in equity
securities of Korean issuers.
FMR may invest up to 35% of the fund's total assets in issuers
(i) organized under the laws of Hong Kong, Japan or Taiwan, (ii)
that derive at least 50% of their revenues or profits from goods
produced or sold, investments made, or services performed, in
Hong Kong, Japan or Taiwan, (iii) that have the primary trading
market for their securities in Hong Kong, Japan or Taiwan, or
(iv) that are the governments, or their agencies or
instrumentalities or other political subdivisions, of Hong Kong,
Japan or Taiwan.
FMR may invest up to 35% of the fund's total assets in any
industry that accounts for more than 20% of the Korean market as
a whole, as represented by an index determined by FMR to be an
appropriate measure of the market. FMR intends to measure the
percentage of the index represented by each industry no less
frequently than once per month. As of May 31, 2000, the
electrical and communications industries accounted for
approximately __% and __%, respectively, of the Korean Composite
Stock Price Index.
Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success
in light of its current financial condition, its industry
position, and economic and market conditions. Factors considered
include growth potential, earnings estimates, and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling
futures contracts, to increase or decrease the fund's exposure to
changing security prices or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may
not achieve its objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right
to acquire an ownership interest, in an issuer. Different types
of equity securities provide different voting and dividend rights
and priority in the event of the bankruptcy of the issuer. Equity
securities include common stocks, preferred stocks, convertible
securities, and warrants.
DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and
must repay the amount borrowed at the maturity of the security.
Some debt securities, such as zero coupon bonds, do not pay
current interest but are sold at a discount from their face
values. Debt securities include corporate bonds, government
securities, and mortgage and other asset-backed securities.
PRINCIPAL INVESTMENT RISKS
Many factors affect the fund's performance. The fund's share
price changes daily based on changes in market conditions and
interest rates and in response to other economic, political, or
financial developments. The fund's reaction to these developments
will be affected by the types of securities in which the fund
invests, the financial condition, industry and economic sector,
and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. Because FMR
concentrates the fund's investments in a particular country, the
fund's performance is expected to be closely tied to economic and
political conditions within that country and to be more volatile
than the performance of more geographically diversified funds.
Because FMR may invest a significant percentage of the fund's
assets in certain industries, the fund's performance could be
affected to the extent that the particular industry or industries
in which the fund invests are sensitive to adverse changes in
economic or political conditions. In addition, because FMR may
invest a significant percentage of the fund's assets in a single
issuer, the fund's performance could be closely tied to the
market value of that one issuer and could be more volatile than
the performance of more diversified funds. When you sell your
shares of the fund, they could be worth more or less than what
you paid for them.
The following factors can significantly affect the fund's
performance:
STOCK MARKET VOLATILITY. The value of equity securities
fluctuates in response to issuer, political, market, and economic
developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Different parts
of the market and different types of equity securities can react
differently to these developments. For example, large cap stocks
can react differently from small cap stocks, and "growth" stocks
can react differently from "value" stocks. Issuer, political, or
economic developments can affect a single issuer, issuers within
an industry or economic sector or geographic region, or the
market as a whole.
INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price
of a debt security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and
mortgage securities can be more sensitive to interest rate
changes.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign
operations can involve additional risks relating to political,
economic, or regulatory conditions in foreign countries. These
risks include fluctuations in foreign currencies; withholding or
other taxes; trading, settlement, custodial, and other
operational risks; and the less stringent investor protection and
disclosure standards of some foreign markets. All of these
factors can make foreign investments, especially those in
emerging markets, more volatile and potentially less liquid than
U.S. investments. In addition, foreign markets can perform
differently from the U.S. market.
Investing in emerging markets can involve risks in addition to
and greater than those generally associated with investing in
more developed foreign markets. The extent of economic
development; political stability; market depth, infrastructure,
and capitalization; and regulatory oversight can be less than in
more developed markets. Emerging market economies can be subject
to greater social, economic, regulatory, and political
uncertainties. All of these factors can make emerging market
securities more volatile and potentially less liquid than
securities issued in more developed markets.
GEOGRAPHIC CONCENTRATION. Political and economic conditions and
changes in regulatory, tax, or economic policy in a country could
significantly affect the market in that country and in
surrounding or related countries.
KOREA. The Korean economy is currently recovering from a
recession and can be significantly affected by continued capital
outflows, currency fluctuations, and corporate bankruptcy. The
Korean economy is dependent on international trade and the
economies of other Asian countries. The United States is Korea's
largest single trading partner, but much of Korea's trade is
conducted with developing nations, almost all of which are in
Southeast Asia. Korea is heavily dependent on imports of natural
resources such as oil, forest products, and industrial metals.
Accordingly, Korea's economy can also be significantly affected
by fluctuations in international commodity prices and currency
exchange rates. A small number of companies and industries,
including the electrical and communications industries, represent
a large portion of the market in Korea. The electrical and
communications industries are highly price-sensitive and can be
significantly affected by currency fluctuations and increasing
competition from Asia's low-cost emerging economies.
ASIA. Asia includes countries in all stages of economic
development, from the highly developed economy of Japan to the
emerging market economy of the People's Republic of China. Most
Asian economies are characterized by over-extension of credit,
currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports, and economic recessions. Currency
devaluations in any one country can have a significant effect on
the entire region. Recently, the markets in each Asian country
have suffered significant downturns as well as significant
volatility. Increased political and social unrest in some or all
Asian countries could cause further economic and market
uncertainty.
The HONG KONG economy is dependent on the economies of other
Asian countries. The willingness and ability of the Chinese
government to support the Hong Kong economy and market is
uncertain. Changes in government policy could significantly
affect the Hong Kong market.
The JAPANESE economy is currently in a recession. The economy is
characterized by government intervention and protectionism, an
unstable financial services sector, and relatively high
unemployment. Economic growth is dependent on international
trade, government support of the financial services sector and
other troubled sectors, and consistent government policy.
The TAIWANESE economy can be significantly affected by security
threats from the People's Republic of China. In addition, the
Taiwanese economy can be significantly affected by currency
fluctuations and increasing competition from Asia's low-cost
emerging economies.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in
general economic or political conditions can affect the credit
quality or value of an issuer's securities. The value of
securities of smaller, less well-known issuers can be more
volatile than that of larger issuers. Lower-quality debt
securities (those of less than investment-grade quality) tend to
be more sensitive to these changes than higher-quality debt
securities.
Lower-quality debt securities involve greater risk of default or
price changes due to changes in the credit quality of the issuer.
The value of lower-quality debt securities often fluctuates in
response to company, political, or economic developments and can
decline significantly over short periods of time or during
periods of general or regional economic difficulty.
In response to market, economic, political, or other conditions,
FMR may temporarily use a different investment strategy for
defensive purposes. If FMR does so, different factors could
affect the fund's performance and the fund may not achieve its
investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is, subject to
change only by shareholder approval.
ADVISOR KOREA FUND seeks long-term capital appreciation.
VALUING SHARES
The fund is open for business each day the New York Stock
Exchange (NYSE) is open.
A class's net asset value per share (NAV) is the value of a
single share. Fidelity normally calculates each class's NAV as of
the close of business of the NYSE, normally 4:00 p.m. Eastern
time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the Securities and Exchange
Commission (SEC). The fund's assets are valued as of this time
for the purpose of computing each class's NAV.
To the extent that the fund's assets are traded in other markets
on days when the NYSE is closed, the value of the fund's assets
may be affected on days when the fund is not open for business.
In addition, trading in some of the fund's assets may not occur
on days when the fund is open for business.
The fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis
of amortized cost. If market quotations are not readily available
for a security or if a security's value has been materially
affected by events occurring after the close of the exchange or
market on which the security is principally traded (for example,
a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately
reflects fair value. A security's valuation may differ depending
on the method used for determining value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
For account, product and service information, please use the
following phone numbers:
(small solid bullet) If you are investing through a broker-dealer
or insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00
p.m. Eastern time, Monday through Friday).
(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern
time, Monday through Friday).
Please use the following addresses:
BUYING OR SELLING SHARES
Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048
You may buy or sell Class A, Class T, Class B, and Class C shares
of the fund through a retirement account or an investment
professional. When you invest through a retirement account or an
investment professional, the procedures for buying, selling, and
exchanging Class A, Class T, Class B, and Class C shares of the
fund and the account features and policies may differ. Additional
fees may also apply to your investment in Class A, Class T, Class
B, and Class C shares of the fund, including a transaction fee if
you buy or sell Class A, Class T, Class B, and Class C shares of
the fund through a broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone, may
be unavailable or delayed (for example, during periods of unusual
market activity).
The different ways to set up (register) your account with
Fidelity are listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED
PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS
OR OTHER GROUPS
BUYING SHARES
The price to buy one share of Class A or Class T is the class's
offering price or the class's NAV, depending on whether you pay a
front-end sales charge.
For Class B and Class C, the price to buy one share is the
class's NAV. Class B and Class C shares are sold without a
front-end sales charge, but may be subject to a CDSC upon
redemption.
If you pay a front-end sales charge, your price will be Class A's
or Class T's offering price. When you buy Class A or Class T
shares at the offering price, Fidelity deducts the appropriate
sales charge and invests the rest in Class A or Class T shares of
the fund. If you qualify for a front-end sales charge waiver,
your price will be Class A's or Class T's NAV.
The offering price of Class A or Class T is its NAV divided by
the difference between one and the applicable front-end sales
charge percentage. Class A has a maximum front-end sales charge
of 5.75% of the offering price. Class T has a maximum front-end
sales charge of 3.50% of the offering price.
Your shares will be bought at the next offering price or NAV, as
applicable, calculated after your order is received in proper
form.
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.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any
purchase orders, including exchanges, particularly from market
timers or investors who, in FMR's opinion, have a pattern of
short-term or excessive trading or whose trading has been or may
be disruptive to the fund. For these purposes, FMR may consider
an investor's trading history in the fund or other Fidelity
funds, and accounts under common ownership or control.
The fund may stop offering shares completely or may offer shares
only on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one
check, each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the
number of checks processed at one time.
(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any
losses or fees the fund or Fidelity has incurred.
(small solid bullet) If your check does not clear, your purchase
will be canceled and you could be liable for any losses or fees
the fund or Fidelity has incurred.
Shares can be bought or sold through investment professionals
using an automated order placement and settlement system that
guarantees payment for orders on a specified date.
Certain financial institutions that meet creditworthiness
criteria established by Fidelity Distributors Corporation (FDC)
may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than close of business on
the next business day. If payment is not received by that time,
the order will be canceled and the financial institution will be
liable for any losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity Advisor retirement accountsA $500
Through regular investment plansB $100
TO ADD TO AN ACCOUNT $100
MINIMUM BALANCE $1,000
For certain Fidelity Advisor retirement accountsA None
A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA,
SEP-IRA, AND KEOGH ACCOUNTS.
B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT
A REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT
IS OPENED.
There is no minimum account balance or initial or subsequent
purchase minimum for certain Fidelity retirement accounts funded
through salary deduction, or accounts opened with the proceeds of
distributions from such retirement accounts. In addition, the
fund may waive or lower purchase minimums in other circumstances.
Purchase and account minimums are waived for purchases of Class T
shares with distributions from a Fidelity Defined Trust account.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR
CLASS B SHARES.
PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT), 403(B) PROGRAM OR PLAN
COVERING A SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).
KEY INFORMATION
PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from certain other
Fidelity funds. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from certain other Fidelity
funds. Send a letter of
instruction to your
investment professional or
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to set
up your account and to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.
(small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
from certain Fidelity money
market funds or a Fidelity
Advisor fund.
SELLING SHARES
The price to sell one share of each class is the class's NAV,
minus the redemption fee (trading fee), if applicable, and any
applicable CDSC.
The fund will deduct a trading fee of 4.00% from the redemption
amount if you sell Class A shares received in connection with the
reorganization of the Closed-End Fund after holding them less
than 200 days after June 30, 2000. This fee is paid to the fund
rather than Fidelity, and is designed to offset the brokerage
commissions, market impact, and other costs associated with
fluctuations in fund asset levels and cash flow caused by
short-term shareholder trading.
If appropriate to protect shareholders, the fund may impose a
redemption fee on other redemptions from the fund.
Any applicable CDSC is calculated based on your original
redemption amount.
Your shares will be sold at the next NAV calculated after your
order is received in proper form, minus the trading fee, if
applicable, and any applicable CDSC.
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.
Certain requests must include a signature guarantee. It is
designed to protect you and Fidelity from fraud. Your request
must be made in writing and include a signature guarantee if any
of the following situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within
the last 15 or 30 days, depending on your account;
(small solid bullet) The check is being mailed to a different
address than the one on your account (record address);
(small solid bullet) The check is being made payable to someone
other than the account owner; or
(small solid bullet) The redemption proceeds are being
transferred to a Fidelity account with a different registration.
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.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to
keep it open, except accounts not subject to account minimums.
(small solid bullet) Normally, Fidelity will process redemptions
by the next business day, but Fidelity may take up to seven days
to process redemptions if making immediate payment would
adversely affect the fund.
(small solid bullet) Redemption proceeds (other than exchanges)
may be delayed until money from prior purchases sufficient to
cover your redemption has been received and collected. This can
take up to seven business days after a purchase.
(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.
(small solid bullet) Redemption proceeds may be paid in
securities or other property rather than in cash if FMR
determines it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will
send a check to the record address.
KEY INFORMATION
PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
certain other Fidelity
funds. Call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information."
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.
TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.
TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.
AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
to the same class of another
Fidelity Advisor fund or to
certain Fidelity funds.
(small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Class A, Class T, Class
B, and Class C account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the
shares of one fund and the purchase of shares of another fund.
As a Class A shareholder, you have the privilege of exchanging
Class A shares of the fund for the same class of shares of other
Fidelity Advisor funds at NAV or for Daily Money Class shares of
Treasury Fund, Prime Fund or Tax-Exempt Fund.
As a Class T shareholder, you have the privilege of exchanging
Class T shares of the fund for the same class of shares of other
Fidelity Advisor funds at NAV or for Daily Money Class shares of
Treasury Fund, Prime Fund or Tax-Exempt Fund. If you purchased
your Class T shares through certain investment professionals that
have signed an agreement with FDC, you also have the privilege of
exchanging your Class T shares for shares of Fidelity Capital
Appreciation Fund.
As a Class B shareholder, you have the privilege of exchanging
Class B shares of the fund for the same class of shares of other
Fidelity Advisor funds or for Advisor B Class shares of Treasury
Fund.
As a Class C shareholder, you have the privilege of exchanging
Class C shares of the fund for the same class of shares of other
Fidelity Advisor funds or for Advisor C Class shares of Treasury
Fund.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund or class you are exchanging into
must be available for sale in your state.
(small solid bullet) You may exchange only 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) The fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts
under common ownership or control will be counted together for
purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for
accounts held by certain institutional retirement plans to
conform to plan exchange limits and Department of Labor
regulations. See your plan materials for further information.
(small solid bullet) The fund may 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) Any exchanges of Class A, Class T, Class B,
and Class C shares are not subject to a CDSC.
The fund may terminate or modify the exchange privilege in the
future.
Other funds may have different exchange restrictions, and may
impose trading fees of up to 1.00% of the amount exchanged. Check
each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of
the fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money
into your account, between accounts, or out of your account.
While automatic investment programs do not guarantee a profit and
will not protect you against loss in a declining market, they can
be an excellent way to invest for retirement, a home, educational
expenses, and other long-term financial goals. Automatic
withdrawal or exchange programs can be a convenient way to
provide a consistent income flow or to move money between your
investments.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.
MINIMUM MINIMUM FREQUENCY PROCEDURES
INITIAL ADDITIONAL Monthly, bimonthly, (small solid bullet) To set
$100 $100 quarterly, or semi-annually up for a new account,
complete the appropriate
section on the application.
(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
investment date.
TO DIRECT DISTRIBUTIONS FROM
A FIDELITY DEFINED TRUST TO
CLASS T OF A FIDELITY
ADVISOR FUND.
MINIMUM MINIMUM PROCEDURES
INITIAL ADDITIONAL (small solid bullet) To set
Not Not Applicable up for a new or existing
Applicable account, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" for
the appropriate enrollment
form.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CERTAIN FIDELITY
MONEY MARKET FUNDS TO CLASS
A, CLASS T, CLASS B OR CLASS
C OF A FIDELITY ADVISOR FUND
OR FROM CLASS A, CLASS T,
CLASS B OR CLASS C OF A
FIDELITY ADVISOR FUND TO THE
SAME CLASS OF ANOTHER
FIDELITY ADVISOR FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" after both
accounts are opened.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 2 business days
prior to your next scheduled
exchange date.
(small solid bullet) The
account from which the
exchanges are to be
processed must have a
minimum balance of $10,000.
The account into which the
exchange is being processed
must have a minimum balance
of $1,000.
</TABLE>
FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS A, CLASS T, CLASS
B OR CLASS C ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Class A and Class T: Monthly, (small solid bullet) Accounts
quarterly, or semi-annually with a value of $10,000 or
Class B and Class C: Monthly more in Class A, Class T,
or quarterly Class B or Class C shares
are eligible for this program.
(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.
(small solid bullet)
Aggregate redemptions per
12-month period from your
Class B or Class C account
may not exceed 10% of the
account value and are not
subject to a CDSC; and you
may set your withdrawal
amount as a percentage of
the value of your account or
a fixed dollar amount.
(small solid bullet) Because
of Class A's and Class T's
front-end sales charge, you
may not want to set up a
systematic withdrawal plan
during a period when you are
buying Class A or Class T
shares on a regular basis.
</TABLE>
OTHER FEATURES. The following other feature is also available to
buy and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application
when opening your account.
(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on
your account.
(small solid bullet) To sell shares by wire, you must designate
the U.S. commercial bank account(s) into which you wish the
redemption proceeds deposited.
(small solid bullet) To add the wire feature or to change the
bank account 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 your
investment professional or to Fidelity at the address found in
"General Information."
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of
distributions in the fund or another fund and certain
transactions through automatic investment or withdrawal
programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during
the prior month or quarter).
(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 the fund. Call Fidelity at 1-888-622-3175 if you need
additional copies of financial reports or prospectuses.
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 sell and exchange
by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations,
and certain fiduciaries.
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 the fund to withhold
31% of your taxable distributions and redemptions.
If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice
to reestablish the minimum balance. If you do not increase your
balance, Fidelity may close your account and send the proceeds to
you. Your shares will be sold at the NAV, minus the trading fee,
if applicable, and any applicable CDSC, on the day your account
is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains
from its investments, and distributes these gains (less any
losses) to shareholders as capital gain distributions.
The fund normally pays dividends and capital gain distributions
in December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you
want to receive your distributions. The following options may be
available for each class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain
distributions 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. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class
of the fund. Your dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions
will be paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your
dividends will be automatically invested in the same class of
shares of another identically registered Fidelity Advisor fund or
shares of certain identically registered Fidelity funds. Your
capital gain distributions will be automatically invested in the
same class of shares of another identically registered Fidelity
Advisor fund or shares of certain identically registered Fidelity
funds, automatically reinvested in additional shares of the same
class of the fund, or paid in cash.
Not all distribution options are available for every account. If
the option you prefer is not listed on your account application,
or if you want to change your current option, contact your
investment professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and
the U.S. Postal Service does not deliver your checks, your
distribution option may be converted to the Reinvestment Option.
You will not receive interest on amounts represented by uncashed
distribution checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have
tax consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund
are subject to federal income tax, and may also be subject to
state or local taxes.
For federal tax purposes, the fund's dividends and distributions
of short-term capital gains are taxable to you as ordinary
income, while the fund's distributions of long-term capital gains
are taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet
distributed income or capital gains, you will be "buying a
dividend" by paying the full price for the shares and then
receiving a portion of the price back in the form of a taxable
distribution.
Any taxable distributions you receive from the fund will normally
be taxable to you when you receive them, regardless of your
distribution option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A
capital gain or loss on your investment in the fund generally is
the difference between the cost of your shares and the price you
receive when you sell them.
FUND SERVICES
FUND MANAGEMENT
Advisor Korea is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.
FMR is the fund's manager.
As of ______, FMR had approximately $__ [million/billion] in
discretionary assets under management.
As the manager, FMR is responsible for choosing the fund's
investments and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, serves as a sub-adviser for the
fund. FMR U.K. was organized in 1986 to provide investment
research and advice to FMR. FMR U.K. may provide investment
research and advice on issuers based outside the United States
and may also provide investment advisory services for the fund.
(small solid bullet) Fidelity Management & Research (Far East)
Inc. (FMR Far East) serves as a sub-adviser for the fund. FMR Far
East was organized in 1986 to provide investment research and
advice to FMR. FMR Far East may provide investment research and
advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for the
fund. As of March 31, 2000, FIIA had approximately $___
[million/billion] in discretionary assets under management. FIIA
may provide investment research and advice on issuers based
outside the United States and may also provide investment
advisory services for the fund.
(small solid bullet) Fidelity International Investment Advisors
(U.K.) Limited (FIIA(U.K.)L), in London, England, serves as a
sub-adviser for the fund. As of March 31, 2000, FIIA(U.K.)L had
approximately $___ [million/billion] in discretionary assets
under management. FIIA(U.K.)L may provide investment research and
advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of March
31, 2000, FIJ had approximately $___ [million/billion] in
discretionary assets under management. Currently, FIJ is
primarily responsible for choosing investments for the fund.
Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC may provide investment research
and advice and may also provide investment advisory services for
the fund. FMRC is a wholly owned subsidiary of FMR.
Hokeun Chung is a portfolio manager for Fidelity Advisor Korea
Fund, which he has managed since December 1995. Prior to joining
Fidelity, Mr. Chung was a senior analyst specializing in Korean
equities for W.I. Carr in Seoul from 1991 to 1994. Born in 1967,
he earned his Bachelor of Science degree in operations research
from Columbia University in 1990.
From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security,
industry, or market sector. The views expressed by any such
person are the views of only that individual as of the time
expressed and do not necessarily represent the views of Fidelity
or any other person in the Fidelity organization. Any such views
are subject to change at any time based upon market or other
conditions and Fidelity disclaims any responsibility to update
such views. These views may not be relied on as investment advice
and, because investment decisions for a Fidelity fund are based
on numerous factors, may not be relied on as an indication of
trading intent on behalf of any Fidelity fund.
The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing
by twelve, and multiplying the result by the fund's average net
assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%,
and it drops as total assets under management increase.
For _____ 2000, the group fee rate was __%. The individual fund
fee rate is 0.55%.
FMR pays FMR U.K., FMR Far East and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR or
FMR Far East pays FIJ for providing sub-advisory services.
FMR will pay FMRC for providing sub-advisory services.
FMR may, from time to time, agree to reimburse a class for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a class if expenses fall
below the specified limit prior to the end of the fiscal year.
Reimbursement arrangements, which, in the case of certain
classes, may be discontinued by FMR at any time, can decrease a
class's expenses and boost its performance.
FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes
of the fund have a common investment objective and investment
portfolio.
FDC distributes each class's shares.
You may pay a sales charge when you buy or sell your Class A,
Class T, Class B, or Class C shares.
FDC collects the sales charge.
The front-end sales charge will be reduced for purchases of Class
A and Class T shares according to the sales charge schedules
below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SALES CHARGES AND CONCESSIONS - CLASS A
Sales Charge
As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price
Up to $49,999 5.75% 6.10% 5.00%
$50,000 to $99,999 4.50% 4.71% 3.75%
$100,000 to $249,999 3.50% 3.63% 2.75%
$250,000 to $499,999 2.50% 2.56% 2.00%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1,000,000 to $24,999,999 1.00% 1.01% 0.75%
$25,000,000 or more None* None* *
</TABLE>
* SEE "FINDER'S FEE" SECTION ON PAGE __ .
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SALES CHARGES AND CONCESSIONS - CLASS T
Sales Charge
As a % of offering price As an approximate % of net Investment professional
amount invested concession as % of offering
price
Up to $49,999 3.50% 3.63% 3.00%
$50,000 to $99,999 3.00% 3.09% 2.50%
$100,000 to $249,999 2.50% 2.56% 2.00%
$250,000 to $499,999 1.50% 1.52% 1.25%
$500,000 to $999,999 1.00% 1.01% 0.75%
$1,000,000 or more None* None* *
</TABLE>
* SEE "FINDER'S FEE" SECTION ON PAGE __.
Class A or Class T shares purchased by an individual or company
through the Combined Purchase, Rights of Accumulation or Letter
of Intent program may receive a reduced front-end sales charge
according to the sales charge schedules above. To qualify for a
Class A or Class T front-end sales charge reduction under one of
these programs, you must notify Fidelity in advance of your
purchase. More detailed information about these programs is
contained in the statement of additional information (SAI).
COMBINED PURCHASE. To receive a Class A or Class T front-end
sales charge reduction, if you are a new shareholder, you may
combine your purchase of Class A or Class T shares with purchases
of: (i) Class A, Class T, Class B and Class C shares of any
Fidelity Advisor fund and (ii) Advisor B Class shares and Advisor
C Class shares of Treasury Fund.
RIGHTS OF ACCUMULATION. To receive a Class A or Class T front-end
sales charge reduction, if you are an existing shareholder, you
may add to your purchase of Class A or Class T shares the current
value of your holdings in: (i) Class A, Class T, Class B and
Class C shares of any Fidelity Advisor fund, (ii) Advisor B Class
shares and Advisor C Class shares of Treasury Fund and (iii)
Daily Money Class shares of Treasury Fund, Prime Fund or
Tax-Exempt Fund acquired by exchange from any Fidelity Advisor
fund.
LETTER OF INTENT. You may receive a Class A or Class T front-end
sales charge reduction on your purchases of Class A and Class T
shares made during a 13-month period by signing a Letter of
Intent (Letter). Each Class A or Class T purchase you make after
you sign the Letter will be entitled to the reduced front-end
sales charge applicable to the total investment indicated in the
Letter. Purchases of the following may be aggregated for the
purpose of completing your Letter: (i) Class A and Class T shares
of any Fidelity Advisor fund (except those acquired by exchange
from Daily Money Class shares of Treasury Fund, Prime Fund or
Tax-Exempt Fund that had been previously exchanged from a
Fidelity Advisor fund), (ii) Class B and Class C shares of any
Fidelity Advisor fund and (iii) Advisor B Class shares and
Advisor C Class shares of Treasury Fund. Reinvested income and
capital gain distributions will not be considered purchases for
the purpose of completing your Letter.
Class B shares may, upon redemption, be assessed a CDSC based on
the following schedule:
CLASS B
From Date of Purchase Contingent Deferred Sales
Charge
Less than 1 year 5%
1 year to less than 2 years 4%
2 years to less than 3 years 3%
3 years to less than 4 years 3%
4 years to less than 5 years 2%
5 years to less than 6 years 1%
6 years to less than 7 years A 0%
A AFTER A MAXIMUM OF SEVEN YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE FUND.
When exchanging Class B shares of one fund for Class B shares of
another Fidelity Advisor fund or Advisor B Class shares of
Treasury Fund, your Class B shares retain the CDSC schedule in
effect when they were originally bought.
Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
4.00% of your purchase of Class B shares. For purchases of Class
B shares through reinvested dividends or capital gain
distributions, investment professionals do not receive a
concession at the time of sale.
Class C shares may, upon redemption within one year of purchase,
be assessed a CDSC of 1.00%.
Except as provided below, investment professionals will receive
as compensation from FDC, at the time of the sale, a concession
equal to 1.00% of your purchase of Class C shares. For purchases
of Class C shares made for an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan) or through reinvested dividends or capital gain
distributions, investment professionals do not receive a
concession at the time of sale.
The CDSC for Class B and Class C shares will be calculated based
on the lesser of the cost of the Class B or Class C shares, as
applicable, at the initial date of purchase or the value of those
Class B or Class C shares, as applicable, at redemption, not
including any reinvested dividends or capital gains. Class B and
Class C shares acquired through reinvestment of dividends or
capital gain distributions will not be subject to a CDSC. In
determining the applicability and rate of any CDSC at redemption,
Class B or Class C shares representing reinvested dividends and
capital gains will be redeemed first, followed by those Class B
or Class C shares that have been held for the longest period of
time.
A front-end sales charge will not apply to the following Class A
shares:
1. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program with at least $25 million or more in plan assets;
2. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an insurance company separate account
used to fund annuity contracts;
3. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through a trust institution, bank trust
department or insurance company, or any such institution's
broker-dealer affiliate that is not part of an organization
primarily engaged in the brokerage business. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) and 403(b) programs that participate in the
Advisor Retirement Connection do not qualify for this waiver;
4. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an investment professional sponsored
program that requires the participating employee benefit plan to
invest initially in Class C or Class B shares and, upon meeting
certain criteria, subsequently requires the plan to invest in
Class A shares;
5. Purchased by a trust institution or bank trust department for
a managed account that is charged an asset-based fee. Employee
benefit plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs and accounts managed by
third parties do not qualify for this waiver;
6. Purchased by a broker-dealer for a managed account that is
charged an asset-based fee. Employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
and 403(b) programs do not qualify for this waiver;
7. Purchased by a registered investment adviser that is not part
of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is
charged an asset-based fee. Employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
and 403(b) programs do not qualify for this waiver;
8. Purchased with proceeds from the sale of front-end load shares
of a non-Advisor mutual fund for an account participating in the
FundSelect by Nationwide program;
9. Purchased by a bank trust officer, registered representative,
or other employee (or a member of one of their immediate
families) of investment professionals having agreements with FDC.
A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of
those individuals, an account for which one of those individuals
is acting as custodian for a minor child, and a trust account
that is registered for the sole benefit of a minor child of one
of those individuals; or
10. Purchased by the Fidelity Investments Charitable Gift Fund.
11. Shares received in connection with the reorganization of
Fidelity Advisor Korea Fund, Inc.
A front-end sales charge will not apply to the following Class T
shares:
1. Purchased for an insurance company separate account used to
fund annuity contracts for employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or 403(b) programs;
2. Purchased by a trust institution or bank trust department for
a managed account that is charged an asset-based fee. Accounts
managed by third parties do not qualify for this waiver;
3. Purchased by a broker-dealer for a managed account that is
charged an asset-based fee;
4. Purchased by a registered investment adviser that is not part
of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is
charged an asset-based fee;
5. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals
and their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;
6. Purchased for a Fidelity or Fidelity Advisor account with the
proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit
plans, 403(b) programs or plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) that are invested in Fidelity
Advisor or Fidelity funds, or (ii) an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly
Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or
Fidelity funds. (Distributions other than those transferred to an
IRA account must be transferred directly into a Fidelity
account.);
7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;
8. Purchased with redemption proceeds from other mutual fund
complexes on which you have previously paid a front-end sales
charge or CDSC;
9. Purchased by a current or former trustee or officer of a
Fidelity fund or a current or retired officer, director or
regular employee of FMR Corp. or Fidelity International Limited
or their direct or indirect subsidiaries (a Fidelity trustee or
employee), the spouse of a Fidelity trustee or employee, a
Fidelity trustee or employee acting as custodian for a minor
child, or a person acting as trustee of a trust for the sole
benefit of the minor child of a Fidelity trustee or employee;
10. Purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code, but
excluding the Fidelity Investments Charitable Gift Fund)
investing $100,000 or more;
11. Purchased by a bank trust officer, registered representative,
or other employee (or a member of one of their immediate
families) of investment professionals having agreements with FDC.
A member of the immediate family of a bank trust officer, a
registered representative or other employee of investment
professionals having agreements with FDC, is a spouse of one of
those individuals, an account for which one of those individuals
is acting as custodian for a minor child, and a trust account
that is registered for the sole benefit of a minor child of one
of those individuals;
12. Purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as
defined for purposes of Section 501(c)(3) of the Internal Revenue
Code);
13. Purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts; or
14. Purchased by the Fidelity Investments Charitable Gift Fund.
The Class B or Class C CDSC will not apply to the redemption of
shares:
1. For disability or death, provided that the shares are sold
within one year following the death or the initial determination
of disability;
2. That are permitted without penalty at age 70 pursuant to the
Internal Revenue Code from retirement plans or accounts (other
than of shares purchased on or after February 11, 1999 for
Traditional IRAs, Roth IRAs and Rollover IRAs);
3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;
4. Through the Fidelity Advisor Systematic Withdrawal Program; or
5. (Applicable to Class C only) From an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly
Keogh/H.R. 10 plan).
To qualify for a Class A or Class T front-end sales charge
reduction or waiver, you must notify Fidelity in advance of your
purchase.
To qualify for a Class B or Class C CDSC waiver, you must notify
Fidelity in advance of your redemption.
FINDER'S FEE. On eligible purchases of (i) Class A shares in
amounts of $1 million or more that qualify for a Class A load
waiver, (ii) Class A shares in amounts of $25 million or more,
and (iii) Class T shares in amounts of $1 million or more,
investment professionals will be compensated with a fee at the
rate of 0.25% of the purchase amount.
Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan
sponsor) level, not at the separate account level. Upon request,
anyone claiming eligibility for the 0.25% fee with respect to
shares held by an insurance company separate account must provide
Fidelity access to records detailing purchases at the client
level.
Except as provided below, any assets on which a finder's fee has
been paid will bear a contingent deferred sales charge (Class A
or Class T CDSC) if they do not remain in Class A or Class T
shares of the Fidelity Advisor funds, or Daily Money Class shares
of Treasury Fund, Prime Fund or Tax-Exempt Fund, for a period of
at least one uninterrupted year. The Class A or Class T CDSC will
be 0.25% of the lesser of the cost of the Class A or Class T
shares , as applicable, at the initial date of purchase or the
value of those Class A or Class T shares, as applicable, at
redemption, not including any reinvested dividends or capital
gains. Class A and Class T shares acquired through reinvestment
of dividends or capital gain distributions will not be subject to
a Class A or Class T CDSC. In determining the applicability and
rate of any Class A or Class T CDSC at redemption, Class A or
Class T shares representing reinvested dividends and capital
gains will be redeemed first, followed by those Class A or Class
T CDSC shares that have been held for the longest period of time.
The Class A or Class T CDSC will not apply to the redemption of
shares:
1. Held by insurance company separate accounts;
2. For plan loans or distributions or exchanges to non-Advisor
fund investment options from employee benefit plans (except
shares of SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans) purchased on or after February 11, 1999) and
403(b) programs; or
3. For disability, payment of death benefits, or minimum
required distributions starting at age 70 from Traditional IRAs,
Roth IRAs, SIMPLE IRAs, SEPs, SARSEPs and plans covering a
sole-proprietor or self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans).
To qualify for a Class A or Class T finder's fee or CDSC waiver,
you must notify Fidelity in advance of your purchase or
redemption, respectively.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your
Class A, Class T, Class B or Class C shares of the fund, you may
reinvest an amount equal to all or a portion of the redemption
proceeds in the same class of the fund or another Fidelity
Advisor fund, at the NAV next determined after receipt in proper
form of your investment order, provided that such reinvestment is
made within 90 days of redemption. Under these circumstances, the
dollar amount of the CDSC you paid, if any, on shares will be
reimbursed to you by reinvesting that amount in Class A, Class T,
Class B or Class C shares, as applicable. You must reinstate your
Class A, Class T, Class B or Class C shares into an account with
the same registration. This privilege may be exercised only once
by a shareholder with respect to the fund and certain
restrictions may apply. For purposes of the CDSC schedule, the
holding period will continue as if the Class A, Class T, Class B
or Class C shares had not been redeemed.
To qualify for the reinstatement privilege, you must notify
Fidelity in writing in advance of your reinvestment.
CONVERSION FEATURE. After a maximum of seven years from the
initial date of purchase, Class B shares and any capital
appreciation associated with those shares, convert automatically
to Class A shares of the fund. Conversion to Class A shares will
be made at NAV. At the time of conversion, a portion of the Class
B shares bought through the reinvestment of dividends or capital
gains (Dividend Shares) will also convert to Class A shares. The
portion of Dividend Shares that will convert is determined by the
ratio of your converting Class B non-Dividend Shares to your
total Class B non-Dividend Shares.
Class A of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Class A of the fund is authorized to pay FDC a
monthly 12b-1 fee as compensation for providing services intended
to result in the sale of Class A shares and/or shareholder
support services. Class A of the fund may pay FDC a 12b-1 fee at
an annual rate of 0.75% of its average net assets, or such lesser
amount as the Trustees may determine from time to time. Class A
of the fund currently pays FDC a monthly 12b-1 fee at an annual
rate of 0.25% of its average net assets throughout the month.
Class A's 12b-1 fee rate for Advisor Korea may be increased only
when the Trustees believe that it is in the best interests of
Class A shareholders to do so.
Class T of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Class T of the fund is authorized to pay FDC a
monthly 12b-1 fee as compensation for providing services intended
to result in the sale of Class T shares and/or shareholder
support services. Class T of the fund may pay FDC a 12b-1 fee at
an annual rate of 0.75% of its average net assets, or such lesser
amount as the Trustees may determine from time to time. Class T
of the fund currently pays FDC a monthly 12b-1 fee at an annual
rate of 0.50% of its average net assets throughout the month.
Class T's 12b-1 fee rate for Advisor Korea may be increased only
when the Trustees believe that it is in the best interests of
Class T shareholders to do so.
FDC may reallow to intermediaries (such as banks, broker-dealers
and other service-providers), including its affiliates, up to the
full amount of the Class A and Class T 12b-1 fee, for providing
services intended to result in the sale of Class A or Class T
shares and/or shareholder support services.
Class B of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Class B of the fund is authorized to pay FDC a
monthly 12b-1 (distribution) fee as compensation for providing
services intended to result in the sale of Class B shares. Class
B of the fund currently pays FDC a monthly 12b-1 (distribution)
fee at an annual rate of 0.75% of its average net assets
throughout the month.
In addition, pursuant to the Class B plan, Class B pays FDC a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class
B's average net assets throughout the month for providing
shareholder support services.
FDC may reallow up to the full amount of the Class B 12b-1
(service) fee to intermediaries (such as banks, broker-dealers
and other service-providers) for providing shareholder support
services.
Class C of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Class C of the fund is authorized to pay FDC a
monthly 12b-1 (distribution) fee as compensation for providing
services intended to result in the sale of Class C shares. Class
C of the fund currently pays FDC a monthly 12b-1 (distribution)
fee at an annual rate of 0.75% of its average net assets
throughout the month.
In addition, pursuant to the Class C plan, Class C pays FDC a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class
C's average net assets throughout the month for providing
shareholder support services.
Normally, after the first year of investment, FDC may reallow up
to the full amount of the Class C 12b-1 (distribution) fees to
intermediaries (such as banks, broker-dealers and other
service-providers) for providing services intended to result in
the sale of Class C shares and may reallow up to the full amount
of the Class C 12b-1 (service) fee to intermediaries for
providing shareholder support services.
For purchases of Class C shares made for an employee benefit
plan, 403(b) program or plan covering a sole-proprietor (formerly
Keogh/H.R. 10 plan) or through reinvestment of dividends or
capital gain distributions, during the first year of investment
and thereafter, FDC may reallow up to the full amount of the
Class C 12b-1 (distribution) fee paid by such shares to
intermediaries, including its affiliates, for providing services
intended to result in the sale of Class C shares and may reallow
up to the full amount of the Class C 12b-1 (service) fee paid by
such shares to intermediaries, including its affiliates, for
providing shareholder support services.
Because 12b-1 fees are paid out of each class's assets on an
ongoing basis, they will increase the cost of your investment and
may cost you more than paying other types of sales charges.
In addition, each plan specifically recognizes that FMR may make
payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with
providing services intended to result in the sale of the
applicable class's shares and/or shareholder support services,
including payments made to intermediaries that provide those
services. Currently, the Board of Trustees of the fund has
authorized such payments for Class A, Class T, Class B and Class
C.
To receive sales concessions, finder's fees and payments made
pursuant to a Distribution and Service Plan, intermediaries must
sign the appropriate agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes
into account the sale of shares of the Fidelity Advisor funds,
provided that the fund receives brokerage services and commission
rates comparable to those of other broker-dealers.
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 statement of additional information (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 fund or FDC. This
prospectus and the related SAI do not constitute an offer by the
fund or by FDC to sell shares of the fund to or to buy shares of
the fund from any person to whom it is unlawful to make such
offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights table shows the Closed-End Fund's
financial history for the past 5 years. On June 30, 2000, the
Closed-End Fund was reorganized as an open-end fund through a
transfer of all of its assets and liabilities to the fund.
Shareholders of the Closed-End Fund received Class A shares of
the fund in exchange for their shares of the Closed-End Fund.
Certain information reflects financial results for a single
Closed-End Fund share. The total returns in the table represent
the rate that an investor would have earned (or lost) on an
investment in the Closed-End Fund (assuming reinvestment of all
dividends and distributions).
The annual information has been audited by __________________,
independent accountants, whose report, along with the Closed-End
Fund's financial highlights and financial statements, are
included in the Closed-End Fund's annual report. Financial
statements and financial highlights for Class A, Class T, Class
B, and Class C will be included in the fund's annual report when
each class has completed its first annual period. Class A, Class
T, Class B, and Class C may have higher total expenses than the
Closed-End Fund. A free copy of the Closed-End Fund's annual
report is available upon request.
[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the fund. The fund's
SAI includes more detailed information about the fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). The Closed-End Fund's annual and
semi-annual reports include a discussion of the fund's holdings
and recent market conditions and the fund's investment strategies
that affected performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.
The SAI, the fund's annual and semi-annual reports and other
related materials are available from the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's
web site (http://www.sec.gov). You can obtain copies of this
information, after paying a duplicating fee, by sending a request
by e-mail to [email protected] or by writing the Public
Reference Section of the SEC, Washington, D.C. 20549-0102. You
can also review and copy information about the fund, including
the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Call 1-202-942-8090 for information on the operation of the
SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 811-3855
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Directed Dividends are registered trademarks of
FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
1.739187.100.
FAK-pro-0600
Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.
FIDELITY(registered trademark) ADVISOR
KOREA
FUND
INSTITUTIONAL CLASS
(FUND ###, CUSIP #########)
PROSPECTUS
JUNE 17, 2000
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
CONTENTS
FUND SUMMARY 3 INVESTMENT SUMMARY
3 PERFORMANCE
5 FEE TABLE
FUND BASICS 6 INVESTMENT DETAILS
7 VALUING SHARES
SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES
14 EXCHANGING SHARES
15 ACCOUNT FEATURES AND POLICIES
16 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
17 TAX CONSEQUENCES
FUND SERVICES 17 FUND MANAGEMENT
18 FUND DISTRIBUTION
APPENDIX 18 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
ADVISOR KOREA FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal
investment strategies include:
(small solid bullet) Normally investing at least 65% of total
assets in equity and debt securities of Korean issuers.
(small solid bullet) Investing principally in equity securities
of Korean issuers.
(small solid bullet) Potentially investing up to 35% of total
assets in securities of Hong Kong, Japanese, and Taiwanese
issuers.
(small solid bullet) Investing up to 35% of total assets in any
industry that accounts for more than 20% of the Korean market.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse
issuer, political, regulatory, market, or economic developments.
Different parts of the market can react differently to these
developments.
(small solid bullet) INTEREST RATE CHANGES. Interest rate
increases can cause the price of a debt security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets,
particularly emerging markets, can be more volatile than the U.S.
market due to increased risks of adverse issuer, political,
regulatory, market or economic developments and can perform
differently from the U.S. market. Emerging markets can be subject
to greater social, economic, regulatory, and political
uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN KOREA. The
Korean economy is currently recovering from a recession and can
be significantly affected by continued capital outflows, currency
fluctuations, and corporate bankruptcy. The Korean economy is
dependent on international trade and the economies of other Asian
countries. Korea's economy can also be significantly affected by
fluctuations in international commodity prices and currency
exchange rates. A small number of companies and industries
represent a large portion of the Korean market, and these
companies and industries can be sensitive to adverse political,
economic, or regulatory developments.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN HONG KONG,
JAPAN, AND TAIWAN. The Hong Kong economy is dependent on the
economies of other Asian countries. Changes in government policy
or relations with China could significantly affect the Hong Kong
market. The Japanese economy is currently in a recession.
International trade and government policy can significantly
affect economic growth. The Taiwanese economy can be
significantly affected by security threats from the People's
Republic of China. Currency issues and economic competition also
can significantly affect economic growth.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently
from the value of the market as a whole. Lower-quality debt
securities (those of less than investment-grade quality) can be
more volatile due to increased sensitivity to adverse issuer,
political, regulatory, market, or economic developments.
In addition, the fund is considered non-diversified and can
invest a greater portion of assets in securities of individual
issuers than a diversified fund. As a result, changes in the
market value of a single issuer could cause greater fluctuations
in share price than would occur in a more diversified fund.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
When you sell your shares of the fund, they could be worth more
or less than what you paid for them.
PERFORMANCE
On June 30, 2000, Fidelity Advisor Korea Fund, Inc. (Closed-End
Fund), a closed-end fund with the same investment objective and
substantially similar investment policies as the fund, was
reorganized as an open-end fund (the fund) through a transfer of
all of its assets and liabilities to the fund. Shareholders of
the Closed-End Fund received Class A shares of the fund in
exchange for their shares of the Closed-End Fund. The returns
presented below do not reflect Institutional Class total
expenses. If the effect of Institutional Class expenses were
reflected, returns may be lower than those shown because
Institutional Class may have higher total expenses than the
Closed-End Fund.
The following information illustrates the changes in the
Closed-End Fund's performance from year to year and compares the
Closed-End Fund's performance to the performance of a market
index and an average of the performance of similar funds over
various periods of time. Returns are based on past results and
are not an indication of future performance.
YEAR-BY-YEAR RETURNS
THE CLOSED-END FUND
Calendar Years 1995 1996 1997 1998 1999
% % % % %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
DURING THE PERIODS SHOWN IN THE CHART FOR THE CLOSED-END FUND,
THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDED _______)
AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDED
________).
THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR THE CLOSED-END
FUND WAS __%.
AVERAGE ANNUAL RETURNS
For the periods ended Past 1 year Past 5 years Life of fundX
December 31, 1999
The Closed-End Fund % % %
Korea Composite Stock Price % % %
Index
Lipper _______ Funds Average % % %
X FROM OCTOBER 31, 1994 (COMMENCEMENT OF OPERATIONS OF THE
CLOSED-END FUND).
Korea Composite Stock Price Index (KOSPI) is a market
capitalization-weighted index of all common stocks listed on the
Korea Stock Exchange.
Lipper ________ Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.
FEE TABLE
The following table describes the fees and expenses that are
incurred when you buy, hold, or sell Institutional Class shares
of the fund. The annual class operating expenses provided below
for Institutional Class are based on estimated expenses.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Institutional Class
Sales charge (load) on None
purchases and reinvested
distributions
Deferred sales charge (load) None
on redemptions
ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)
Institutional Class
Management feeA %
Distribution and Service None
(12b-1) fee
Other expensesA %
Total annual class operating %
expensesB
A BASED ON ESTIMATED EXPENSES.
B EFFECTIVE JULY 1, 2000, FMR HAS AGREED TO REIMBURSE
INSTITUTIONAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES
LENDING COSTS, BROKERAGE COMMISSIONS, AND EXTRAORDINARY
EXPENSES), AS A PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED
1.85%. THIS ARRANGEMENT CAN BE DISCONTINUED BY FMR AT ANY TIME.
This EXAMPLE helps you compare the cost of investing in the fund
with the cost of investing in other mutual funds.
Let's say, hypothetically, that Institutional Class's annual
return is 5% and that your shareholder fees and Institutional
Class's annual operating expenses are exactly as described in the
fee table. This example illustrates the effect of fees and
expenses, but is not meant to suggest actual or expected fees and
expenses or returns, all of which may vary. For every $10,000 you
invested, here's how much you would pay in total expenses if you
close your account at the end of each time period indicated:
Institutional Class
1 year $
3 years $
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
ADVISOR KOREA FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
equity and debt securities of Korean issuers. Korean issuers are
those issuers (i) organized under the laws of Korea, (ii) that
derive at least 50% of their revenues or profits from goods
produced or sold, investments made, or services performed, in
Korea, or have at least 50% of their assets located in Korea,
(iii) that have the primary trading market for their securities
in Korea, or (iv) that are the government, or its agencies or
instrumentalities or other political subdivisions, of Korea. FMR
intends to invest the fund's assets principally in equity
securities of Korean issuers.
FMR may invest up to 35% of the fund's total assets in issuers
(i) organized under the laws of Hong Kong, Japan or Taiwan, (ii)
that derive at least 50% of their revenues or profits from goods
produced or sold, investments made, or services performed, in
Hong Kong, Japan or Taiwan, (iii) that have the primary trading
market for their securities in Hong Kong, Japan or Taiwan, or
(iv) that are the governments, or their agencies or
instrumentalities or other political subdivisions, of Hong Kong,
Japan or Taiwan.
FMR may invest up to 35% of the fund's total assets in any
industry that accounts for more than 20% of the Korean market as
a whole, as represented by an index determined by FMR to be an
appropriate measure of the market. FMR intends to measure the
percentage of the index represented by each industry no less
frequently than once per month. As of May 31, 2000, the
electrical and communications industries accounted for
approximately __% and __%, respectively, of the Korean Composite
Stock Price Index.
Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success
in light of its current financial condition, its industry
position, and economic and market conditions. Factors considered
include growth potential, earnings estimates, and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling
futures contracts, to increase or decrease the fund's exposure to
changing security prices or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may
not achieve its objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right
to acquire an ownership interest, in an issuer. Different types
of equity securities provide different voting and dividend rights
and priority in the event of the bankruptcy of the issuer. Equity
securities include common stocks, preferred stocks, convertible
securities, and warrants.
DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and
must repay the amount borrowed at the maturity of the security.
Some debt securities, such as zero coupon bonds, do not pay
current interest but are sold at a discount from their face
values. Debt securities include corporate bonds, government
securities, and mortgage and other asset-backed securities.
PRINCIPAL INVESTMENT RISKS
Many factors affect the fund's performance. The fund's share
price changes daily based on changes in market conditions and
interest rates and in response to other economic, political, or
financial developments. The fund's reaction to these developments
will be affected by the types of securities in which the fund
invests, the financial condition, industry and economic sector,
and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. Because FMR
concentrates the fund's investments in a particular country, the
fund's performance is expected to be closely tied to economic and
political conditions within that country and to be more volatile
than the performance of more geographically diversified funds.
Because FMR may invest a significant percentage of the fund's
assets in certain industries, the fund's performance could be
affected to the extent that the particular industry or industries
in which the fund invests are sensitive to adverse changes in
economic or political conditions. In addition, because FMR may
invest a significant percentage of the fund's assets in a single
issuer, the fund's performance could be closely tied to the
market value of that one issuer and could be more volatile than
the performance of more diversified funds. When you sell your
shares of the fund, they could be worth more or less than what
you paid for them.
The following factors can significantly affect the fund's
performance:
STOCK MARKET VOLATILITY. The value of equity securities
fluctuates in response to issuer, political, market, and economic
developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Different parts
of the market and different types of equity securities can react
differently to these developments. For example, large cap stocks
can react differently from small cap stocks, and "growth" stocks
can react differently from "value" stocks. Issuer, political, or
economic developments can affect a single issuer, issuers within
an industry or economic sector or geographic region, or the
market as a whole.
INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price
of a debt security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and
mortgage securities can be more sensitive to interest rate
changes.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign
operations can involve additional risks relating to political,
economic, or regulatory conditions in foreign countries. These
risks include fluctuations in foreign currencies; withholding or
other taxes; trading, settlement, custodial, and other
operational risks; and the less stringent investor protection and
disclosure standards of some foreign markets. All of these
factors can make foreign investments, especially those in
emerging markets, more volatile and potentially less liquid than
U.S. investments. In addition, foreign markets can perform
differently from the U.S. market.
Investing in emerging markets can involve risks in addition to
and greater than those generally associated with investing in
more developed foreign markets. The extent of economic
development; political stability; market depth, infrastructure,
and capitalization; and regulatory oversight can be less than in
more developed markets. Emerging market economies can be subject
to greater social, economic, regulatory, and political
uncertainties. All of these factors can make emerging market
securities more volatile and potentially less liquid than
securities issued in more developed markets.
GEOGRAPHIC CONCENTRATION. Political and economic conditions and
changes in regulatory, tax, or economic policy in a country could
significantly affect the market in that country and in
surrounding or related countries.
KOREA. The Korean economy is currently recovering from a
recession and can be significantly affected by continued capital
outflows, currency fluctuations, and corporate bankruptcy. The
Korean economy is dependent on international trade and the
economies of other Asian countries. The United States is Korea's
largest single trading partner, but much of Korea's trade is
conducted with developing nations, almost all of which are in
Southeast Asia. Korea is heavily dependent on imports of natural
resources such as oil, forest products, and industrial metals.
Accordingly, Korea's economy can also be significantly affected
by fluctuations in international commodity prices and currency
exchange rates. A small number of companies and industries,
including the electrical and communications industries, represent
a large portion of the market in Korea. The electrical and
communications industries are highly price-sensitive and can be
significantly affected by currency fluctuations and increasing
competition from Asia's low-cost emerging economies.
ASIA. Asia includes countries in all stages of economic
development, from the highly developed economy of Japan to the
emerging market economy of the People's Republic of China. Most
Asian economies are characterized by over-extension of credit,
currency devaluations and restrictions, rising unemployment, high
inflation, decreased exports, and economic recessions. Currency
devaluations in any one country can have a significant effect on
the entire region. Recently, the markets in each Asian country
have suffered significant downturns as well as significant
volatility. Increased political and social unrest in some or all
Asian countries could cause further economic and market
uncertainty.
The HONG KONG economy is dependent on the economies of other
Asian countries. The willingness and ability of the Chinese
government to support the Hong Kong economy and market is
uncertain. Changes in government policy could significantly
affect the Hong Kong market.
The JAPANESE economy is currently in a recession. The economy is
characterized by government intervention and protectionism, an
unstable financial services sector, and relatively high
unemployment. Economic growth is dependent on international
trade, government support of the financial services sector and
other troubled sectors, and consistent government policy.
The TAIWANESE economy can be significantly affected by security
threats from the People's Republic of China. In addition, the
Taiwanese economy can be significantly affected by currency
fluctuations and increasing competition from Asia's low-cost
emerging economies.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in
general economic or political conditions can affect the credit
quality or value of an issuer's securities. The value of
securities of smaller, less well-known issuers can be more
volatile than that of larger issuers. Lower-quality debt
securities (those of less than investment-grade quality) tend to
be more sensitive to these changes than higher-quality debt
securities.
Lower-quality debt securities involve greater risk of default or
price changes due to changes in the credit quality of the issuer.
The value of lower-quality debt securities often fluctuates in
response to company, political, or economic developments and can
decline significantly over short periods of time or during
periods of general or regional economic difficulty.
In response to market, economic, political, or other conditions,
FMR may temporarily use a different investment strategy for
defensive purposes. If FMR does so, different factors could
affect the fund's performance and the fund may not achieve its
investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policy discussed below is fundamental, that is, subject to
change only by shareholder approval.
ADVISOR KOREA FUND seeks long-term capital appreciation.
VALUING SHARES
The fund is open for business each day the New York Stock
Exchange (NYSE) is open.
A class's net asset value per share (NAV) is the value of a
single share. Fidelity normally calculates Institutional Class's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading
on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). The fund's assets are valued as of
this time for the purpose of computing Institutional Class's NAV.
To the extent that the fund's assets are traded in other markets
on days when the NYSE is closed, the value of the fund's assets
may be affected on days when the fund is not open for business.
In addition, trading in some of the fund's assets may not occur
on days when the fund is open for business.
The fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis
of amortized cost. If market quotations are not readily available
for a security or if a security's value has been materially
affected by events occurring after the close of the exchange or
market on which the security is principally traded (for example,
a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately
reflects fair value. A security's valuation may differ depending
on the method used for determining value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
For account, product and service information, please use the
following phone numbers:
(small solid bullet) If you are investing through a broker-dealer
or insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00
p.m. Eastern time, Monday through Friday).
(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern
time, Monday through Friday).
Please use the following addresses:
BUYING OR SELLING SHARES
Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048
You may buy or sell Institutional Class shares of the fund
through a retirement account or an investment professional. When
you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging
Institutional Class shares of the fund and the account features
and policies may differ. Additional fees may also apply to your
investment in Institutional Class shares of the fund, including a
transaction fee if you buy or sell Institutional Class shares of
the fund through a broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone, may
be unavailable or delayed (for example, during periods of unusual
market activity).
The different ways to set up (register) your account with
Fidelity are listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED
PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS
OR OTHER GROUPS
BUYING SHARES
Institutional Class shares are offered to:
1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested
in the Institutional Class of the Advisor funds. In addition,
employee benefit plans (as defined in the Employee Retirement
Income Security Act), 403(b) programs and plans covering
sole-proprietors (formerly Keogh/H.R. 10 plans) must have at
least $50 million in plan assets;
2. Registered investment adviser managed account programs,
provided the registered investment adviser is not part of an
organization primarily engaged in the brokerage business, and the
program (i) charges an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the
Advisor funds. In addition, accounts other than an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly a Keogh/H.R. 10 plan) in the program must be managed on
a discretionary basis;
3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the
Advisor funds. Accounts managed by third parties are not eligible
to purchase Institutional Class shares;
4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;
5. Fidelity Trustees and employees; and
6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R.
10 plans) that (i) charge an asset-based fee and (ii) will have
at least $1 million invested in the Institutional Class of the
Advisor funds. Insurance company programs for employee benefit
plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) include such programs offered by a
broker-dealer affiliate of an insurance company, provided that
the affiliate is not part of an organization primarily engaged in
the brokerage business.
For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee
benefit plans, 403(b) programs or plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans), Fidelity may waive the
requirement that $1 million be invested in the Institutional
Class of the Advisor funds.
The price to buy one share of Institutional Class is the class's
NAV. Institutional Class shares are sold without a sales charge.
Your shares will be bought at the next NAV calculated after your
order is received in proper form.
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.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any
purchase orders, including exchanges, particularly from market
timers or investors who, in FMR's opinion, have a pattern of
short-term or excessive trading or whose trading has been or may
be disruptive to the fund. For these purposes, FMR may consider
an investor's trading history in the fund or other Fidelity
funds, and accounts under common ownership or control.
The fund may stop offering shares completely or may offer shares
only on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one
check, each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the
number of checks processed at one time.
(small solid bullet) Fidelity must receive payment within three
business days after an order for shares is placed; otherwise your
purchase order may be canceled and you could be liable for any
losses or fees the fund or Fidelity has incurred.
(small solid bullet) If your check does not clear, your purchase
will be canceled and you could be liable for any losses or fees
the fund or Fidelity has incurred.
Institutional Class shares can be bought or sold through
investment professionals using an automated order placement and
settlement system that guarantees payment for orders on a
specified date.
Certain financial institutions that meet creditworthiness
criteria established by Fidelity Distributors Corporation (FDC)
may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than close of business on
the next business day. If payment is not received by that time,
the order will be canceled and the financial institution will be
liable for any losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity Advisor retirement accountsA $500
Through regular investment plansB $100
TO ADD TO AN ACCOUNT $100
MINIMUM BALANCE $1,000
For certain Fidelity Advisor retirement accountsA None
A FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA,
SEP-IRA, AND KEOGH ACCOUNTS.
B AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT
A REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT
IS OPENED.
There is no minimum account balance or initial or subsequent
purchase minimum for certain Fidelity retirement accounts funded
through salary deduction, or accounts opened with the proceeds of
distributions from such retirement accounts. In addition, the
fund may waive or lower purchase minimums in other circumstances.
KEY INFORMATION
PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from the same class of
another Fidelity Advisor
fund or from another
Fidelity fund. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund
and note the applicable
class. Indicate your fund
account number on your check
and mail to your investment
professional or to the
address at left.
(small solid bullet) Exchange
from the same class of other
Fidelity Advisor funds or
from another Fidelity fund.
Send a letter of instruction
to your investment
professional or to the
address at left, including
your name, the funds' names,
the applicable class names,
the fund account numbers,
and the dollar amount or
number of shares to be
exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to your investment
professional.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to set
up your account and to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Advisor Systematic
Investment Program.
SELLING SHARES
The price to sell one share of Institutional Class is the class's
NAV.
If appropriate to protect shareholders, the fund may impose a
redemption fee (trading fee) on redemptions from the fund.
Your shares will be sold at the next NAV calculated after your
order is received in proper form.
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.
Certain requests must include a signature guarantee. It is
designed to protect you and Fidelity from fraud. Your request
must be made in writing and include a signature guarantee if any
of the following situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within
the last 15 or 30 days, depending on your account;
(small solid bullet) The check is being mailed to a different
address than the one on your account (record address);
(small solid bullet) The check is being made payable to someone
other than the account owner; or
(small solid bullet) The redemption proceeds are being
transferred to a Fidelity account with a different registration.
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.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000 worth of shares in the account to
keep it open, except accounts not subject to account minimums.
(small solid bullet) Normally, Fidelity will process redemptions
by the next business day, but Fidelity may take up to seven days
to process redemptions if making immediate payment would
adversely affect the fund.
(small solid bullet) Redemption proceeds (other than exchanges)
may be delayed until money from prior purchases sufficient to
cover your redemption has been received and collected. This can
take up to seven business days after a purchase.
(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.
(small solid bullet) Redemption proceeds may be paid in
securities or other property rather than in cash if FMR
determines it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will
send a check to the record address.
KEY INFORMATION
PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Exchange
to the same class of other
Fidelity Advisor funds or to
another Fidelity fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.
TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.
TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.
AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Institutional Class
account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the
shares of one fund and the purchase of shares of another fund.
As an Institutional Class shareholder, you have the privilege of
exchanging your Institutional Class shares for Institutional
Class shares of other Fidelity Advisor funds or for shares of
Fidelity funds.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund or class you are exchanging into
must be available for sale in your state.
(small solid bullet) You may exchange only 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) The fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts
under common ownership or control will be counted together for
purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for
accounts held by certain institutional retirement plans to
conform to plan exchange limits and Department of Labor
regulations. See your plan materials for further information.
(small solid bullet) The fund may 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.
The fund may terminate or modify the exchange privilege in the
future.
Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged. Check
each fund's prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of
the fund.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money
into your account, between accounts, or out of your account.
While automatic investment programs do not guarantee a profit and
will not protect you against loss in a declining market, they can
be an excellent way to invest for retirement, a home, educational
expenses, and other long-term financial goals. Automatic
withdrawal or exchange programs can be a convenient way to
provide a consistent income flow or to move money between your
investments.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
INVESTMENT PROGRAM TO MOVE
MONEY FROM YOUR BANK ACCOUNT
TO A FIDELITY ADVISOR FUND.
MINIMUM MINIMUM FREQUENCY PROCEDURES
INITIAL ADDITIONAL Monthly, bimonthly, (small solid bullet) To set
$100 $100 quarterly, or semi-annually up for a new account,
complete the appropriate
section on the application.
(small solid bullet) To set
up for existing accounts,
call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for an
application.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
investment date.
FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR INSTITUTIONAL CLASS
ACCOUNT TO YOU OR TO YOUR
BANK CHECKING ACCOUNT.
MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 Monthly, quarterly, or (small solid bullet) Accounts
semi-annually with a value of $10,000 or
more in Institutional Class
shares are eligible for this
program.
(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.
(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.
</TABLE>
OTHER FEATURES. The following other feature is also available to
buy and sell shares of the fund.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application
when opening your account.
(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on
your account.
(small solid bullet) To sell shares by wire, you must designate
the U.S. commercial bank account(s) into which you wish the
redemption proceeds deposited.
(small solid bullet) To add the wire feature or to change the
bank account 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 your
investment professional or to Fidelity at the address found in
"General Information."
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of
distributions in the fund or another fund and certain
transactions through automatic investment or withdrawal
programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during
the prior month or quarter).
(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 the fund. Call Fidelity at 1-888-622-3175 if you need
additional copies of financial reports or prospectuses.
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 sell and exchange
by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations,
and certain fiduciaries.
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 the fund to withhold
31% of your taxable distributions and redemptions.
If your ACCOUNT BALANCE falls below $1,000 (except accounts not
subject to account minimums), you will be given 30 days' notice
to reestablish the minimum balance. If you do not increase your
balance, Fidelity may close your account and send the proceeds to
you. Your shares will be sold at the NAV on the day your account
is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
The fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains
from its investments, and distributes these gains (less any
losses) to shareholders as capital gain distributions.
The fund normally pays dividends and capital gain distributions
in December.
DISTRIBUTION OPTION
When you open an account, specify on your application how you
want to receive your distributions. The following options may be
available for Institutional Class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain
distributions will be automatically reinvested in additional
Institutional Class shares of the fund. If you do not indicate a
choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Institutional Class shares
of the fund. Your dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions
will be paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your
dividends will be automatically invested in Institutional Class
shares of another identically registered Fidelity Advisor fund or
shares of identically registered Fidelity funds. Your capital
gain distributions will be automatically invested in
Institutional Class shares of another identically registered
Fidelity Advisor fund or shares of identically registered
Fidelity funds, automatically reinvested in additional
Institutional Class shares of the fund, or paid in cash.
Not all distribution options are available for every account. If
the option you prefer is not listed on your account application,
or if you want to change your current option, contact your
investment professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and
the U.S. Postal Service does not deliver your checks, your
distribution option may be converted to the Reinvestment Option.
You will not receive interest on amounts represented by uncashed
distribution checks.
TAX CONSEQUENCES
As with any investment, your investment in the fund could have
tax consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from the fund
are subject to federal income tax, and may also be subject to
state or local taxes.
For federal tax purposes, the fund's dividends and distributions
of short-term capital gains are taxable to you as ordinary
income, while the fund's distributions of long-term capital gains
are taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet
distributed income or capital gains, you will be "buying a
dividend" by paying the full price for the shares and then
receiving a portion of the price back in the form of a taxable
distribution.
Any taxable distributions you receive from the fund will normally
be taxable to you when you receive them, regardless of your
distribution option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A
capital gain or loss on your investment in the fund generally is
the difference between the cost of your shares and the price you
receive when you sell them.
FUND SERVICES
FUND MANAGEMENT
Advisor Korea is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.
FMR is the fund's manager.
As of ______, FMR had approximately $__ [million/billion] in
discretionary assets under management.
As the manager, FMR is responsible for choosing the fund's
investments and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, serves as a sub-adviser for the
fund. FMR U.K. was organized in 1986 to provide investment
research and advice to FMR. FMR U.K. may provide investment
research and advice on issuers based outside the United States
and may also provide investment advisory services for the fund.
(small solid bullet) Fidelity Management & Research (Far East)
Inc. (FMR Far East) serves as a sub-adviser for the fund. FMR Far
East was organized in 1986 to provide investment research and
advice to FMR. FMR Far East may provide investment research and
advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for the
fund. As of March 31, 2000, FIIA had approximately $___
[million/billion] in discretionary assets under management. FIIA
may provide investment research and advice on issuers based
outside the United States and may also provide investment
advisory services for the fund.
(small solid bullet) Fidelity International Investment Advisors
(U.K.) Limited (FIIA(U.K.)L), in London, England, serves as a
sub-adviser for the fund. As of March 31, 2000, FIIA(U.K.)L had
approximately $___ [million/billion] in discretionary assets
under management. FIIA(U.K.)L may provide investment research and
advice on issuers based outside the United States and may also
provide investment advisory services for the fund.
(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of March
31, 2000, FIJ had approximately $___ [million/billion] in
discretionary assets under management. Currently, FIJ is
primarily responsible for choosing investments for the fund.
Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC may provide investment research
and advice and may also provide investment advisory services for
the fund. FMRC is a wholly owned subsidiary of FMR.
Hokeun Chung is a portfolio manager for Fidelity Advisor Korea
Fund, which he has managed since December 1995. Prior to joining
Fidelity, Mr. Chung was a senior analyst specializing in Korean
equities for W.I. Carr in Seoul from 1991 to 1994. Born in 1967,
he earned his Bachelor of Science degree in operations research
from Columbia University in 1990.
From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security,
industry, or market sector. The views expressed by any such
person are the views of only that individual as of the time
expressed and do not necessarily represent the views of Fidelity
or any other person in the Fidelity organization. Any such views
are subject to change at any time based upon market or other
conditions and Fidelity disclaims any responsibility to update
such views. These views may not be relied on as investment advice
and, because investment decisions for a Fidelity fund are based
on numerous factors, may not be relied on as an indication of
trading intent on behalf of any Fidelity fund.
The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing
by twelve, and multiplying the result by the fund's average net
assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%,
and it drops as total assets under management increase.
For _____ 2000, the group fee rate was __%. The individual fund
fee rate is 0.55%.
FMR pays FMR U.K., FMR Far East and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR or
FMR Far East pays FIJ for providing sub-advisory services.
FMR will pay FMRC for providing sub-advisory services.
FMR may, from time to time, agree to reimburse a class for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a class if expenses fall
below the specified limit prior to the end of the fiscal year.
Reimbursement arrangements, which may be discontinued by FMR at
any time, can decrease a class's expenses and boost its
performance.
FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes
of the fund have a common investment objective and investment
portfolio.
FDC distributes the class's shares.
Institutional Class has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940
that 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 providing
services intended to result in the sale of Institutional Class
shares and/or shareholder support services. FMR, directly or
through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for Institutional Class.
To receive payments made pursuant to a Distribution and Service
Plan, intermediaries must sign the appropriate agreement with FDC
in advance.
FMR may allocate brokerage transactions in a manner that takes
into account the sale of shares of the Fidelity Advisor funds,
provided that the fund receives brokerage services and commission
rates comparable to those of other broker-dealers.
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 statement of additional information (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 fund or FDC. This
prospectus and the related SAI do not constitute an offer by the
fund or by FDC to sell shares of the fund to or to buy shares of
the fund from any person to whom it is unlawful to make such
offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights table shows the Closed-End Fund's
financial history for the past 5 years. On June 30, 2000, the
Closed-End Fund was reorganized as an open-end fund through a
transfer of all of its assets and liabilities to the fund.
Shareholders of the Closed-End Fund received Class A shares of
the fund in exchange for their shares of the Closed-End Fund.
Certain information reflects financial results for a single
Closed-End Fund share. The total returns in the table represent
the rate that an investor would have earned (or lost) on an
investment in the Closed-End Fund (assuming reinvestment of all
dividends and distributions). The annual information has been
audited by ____________________, independent accountants, whose
reports, along with the Closed-End Fund's financial highlights
and financial statements, are included in Closed-End Fund's
annual report. Financial statements and financial highlights for
Institutional Class will be included in the fund's annual report
when Institutional class has completed its first annual period.
Institutional Class may have higher total expenses than the
Closed-End Fund. A free copy of the Closed-End Fund's annual
report is available upon request.
[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the fund. The fund's
SAI includes more detailed information about the fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). The Closed-End Fund's annual and
semi-annual reports include a discussion of the fund's holdings
and recent market conditions and the fund's investment strategies
that affected performance.
For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.
The SAI, the fund's annual and semi-annual reports and other
related materials are available from the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's
web site (http://www.sec.gov). You can obtain copies of this
information, after paying a duplicating fee, by sending a request
by e-mail to [email protected] or by writing the Public
Reference Section of the SEC, Washington, D.C. 20549-0102. You
can also review and copy information about the fund, including
the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Call 1-202-942-8090 for information on the operation of the
SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 811-3855
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, and Directed Dividends are registered trademarks of
FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
1.739188.100.
FAKI-pro-0600
FIDELITY ADVISOR KOREA FUND
A FUND OF FIDELITY ADVISOR SERIES VIII
CLASS A, CLASS T, CLASS B, CLASS C, AND INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
JUNE 17, 2000
This statement of additional information (SAI) is not a
prospectus. On June 30, 2000, Fidelity Advisor Korea Fund, Inc.
(Closed-End Fund), a closed-end fund was reorganized as an
open-end fund (the fund). Portions of the Closed-End Fund's
annual report are incorporated herein. The Closed-End Fund's
annual report is supplied with this SAI. In addition, portions of
the Closed-End Fund's semi-annual report are incorporated herein.
The Closed-End Fund's semi-annual report is also supplied with
this SAI. An annual report for the fund will be available once
the fund has completed its first annual period.
To obtain a free additional copy of a prospectus, dated June 30,
2000, please call Fidelity(registered trademark) at
1-888-622-3175.
TABLE OF CONTENTS PAGE
Investment Policies and 15
Limitations
Special Considerations 11
Regarding Asia Pacific
Region (ex Japan)
Special Considerations 12
Regarding Canada
Special Considerations 13
Regarding Europe
Special Considerations 14
Regarding Japan
Special Considerations 14
Regarding Latin America
Special Considerations 15
Regarding Russia
Special Considerations 16
Regarding Africa
Portfolio Transactions 23
Valuation 25
Performance 25
Additional Purchase, Exchange 38
and Redemption Information
Distributions and Taxes 40
Trustees and Officers 41
Control of Investment Advisers 43
Management Contract 44
Distribution Services 46
Transfer and Service Agent 47
Agreements
Description of the Trust 47
Financial Statements 48
Appendix 48
FAK-ptb-0600
1.739189.100.
(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109
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 the 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.
The 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.
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the
Investment Company Act of 1940;
(2) 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;
(3) 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;
(4) 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 companies whose
principal business activities are in the same industry, except
that the fund may purchase the securities of any issuer if, as a
result, no more than 35% of the fund's total assets would be
invested in any industry that accounts for more than 20% of the
Korean market as a whole, as measured by an index determined by
FMR to be an appropriate measure of the Korean market;
(5) 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);
(6) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this
shall not prevent the fund from purchasing or selling options and
futures contracts or from investing in securities or other
instruments backed by physical commodities); or
(7) lend any security or make any 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) 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
managed by Fidelity Management & Research Company or an affiliate
or successor 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) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended,
the fund currently intends to comply with certain diversification
limits imposed by Subchapter M.
(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 (reverse repurchase
agreements are treated as borrowings for purposes of fundamental
investment limitation (2)).
(v) The fund does not currently intend to purchase any security
if, as a result, more than 15% 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 (a) lending money, up to
15% of the fund's net assets, to a registered investment company
or portfolio for which FMR or an affiliate serves as investment
adviser or (b) acquiring loans, loan participations, or other
forms of direct debt instruments and, in connection therewith,
assuming any associated unfunded commitments of the sellers.
(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 managed by Fidelity Management & Research
Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as
the fund.
For purposes of normally investing at least 65% of the fund's
total assets in equity and debt securities of Korean issuers, FMR
interprets "total assets" to exclude collateral received for
securities lending transactions.
For purposes of limitation (i), Subchapter M generally requires
the fund to invest no more than 25% of its total assets in
securities of any one issuer and to invest at least 50% of its
total assets so that no more than 5% of the fund's total assets
are invested in securities of any one issuer. However, Subchapter
M allows unlimited investments in cash, cash items, government
securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally
applied at the end of each quarter of the fund's taxable year.
With respect to limitation (v), if through a change in values,
net assets, or other circumstances, the fund were in a position
where more than 15% of its net assets were invested in illiquid
securities, it would consider appropriate steps to protect
liquidity.
For the fund's limitations on futures and options transactions,
see the section entitled "Limitations on Futures and Options
Transactions" on page 6.
The following pages contain more detailed information about types
of instruments in which the fund may invest, strategies FMR may
employ in pursuit of the 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 the 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.
BORROWING. The fund may borrow from banks or from other funds
advised by FMR or its affiliates, or through reverse repurchase
agreements. If the fund borrows money, its share price may be
subject to greater fluctuation until the borrowing is paid off.
If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
CASH MANAGEMENT. A fund can hold uninvested cash or can invest
it in cash equivalents such as money market securities,
repurchase agreements or shares of money market funds. Generally,
these securities offer less potential for gains than other types
of securities.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free
from federal income tax in the case of a municipal money market
fund) while maintaining a stable $1.00 share price. The funds
comply with industry-standard requirements for money market funds
regarding the quality, maturity, and diversification of their
investments.
COMMON STOCK represents an equity or ownership interest in an
issuer. In the event an issuer is liquidated or declares
bankruptcy, the claims of owners of bonds and preferred stock
take precedence over the claims of those who own common stock.
CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred
stocks or other securities that may be converted or exchanged (by
the holder or by the issuer) into shares of the underlying common
stock (or cash or securities of equivalent value) at a stated
exchange ratio. A convertible security may also be called for
redemption or conversion by the issuer after a particular date
and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund
is called for redemption or conversion, the fund could be
required to tender it for redemption, convert it into the
underlying common stock, or sell it to a third party.
Convertible securities generally have less potential for gain or
loss than common stocks. Convertible securities generally provide
yields higher than the underlying common stocks, but generally
lower than comparable non-convertible securities. Because of this
higher yield, convertible securities generally sell at prices
above their "conversion value," which is the current market value
of the stock to be received upon conversion. The difference
between this conversion value and the price of convertible
securities will vary over time depending on changes in the value
of the underlying common stocks and interest rates. When the
underlying common stocks decline in value, convertible securities
will tend not to decline to the same extent because of the
interest or dividend payments and the repayment of principal at
maturity for certain types of convertible securities. However,
securities that are convertible other than at the option of the
holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder.
When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the
same time, however, the difference between the market value of
convertible securities and their conversion value will narrow,
which means that the value of convertible securities will
generally not increase to the same extent as the value of the
underlying common stocks. Because convertible securities may also
be interest-rate sensitive, their value may increase as interest
rates fall and decrease as interest rates rise. Convertible
securities are also subject to credit risk, and are often
lower-quality securities.
DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable or floating rate of interest, and
must repay the amount borrowed at the maturity of the security.
Some debt securities, such as zero coupon bonds, do not pay
interest but are sold at a deep discount from their face values.
Debt securities include corporate bonds, government securities,
and mortgage and other asset-backed securities.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign
currencies, and securities issued by U.S. entities with
substantial foreign operations may involve significant risks in
addition to the risks inherent in U.S. investments.
Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected
by actions of foreign governments adverse to the interests of
U.S. investors. Such actions may include expropriation or
nationalization of assets, confiscatory taxation, restrictions on
U.S. investment or on the ability to repatriate assets or convert
currency into U.S. dollars, or other government intervention.
Additionally, governmental issuers of foreign debt securities may
be unwilling to pay interest and repay principal when due and may
require that the conditions for payment be renegotiated. There is
no assurance that FMR will be able to anticipate these potential
events or counter their effects. In addition, the value of
securities denominated in foreign currencies and of dividends and
interest paid with respect to such securities will fluctuate
based on the relative strength of the U.S. dollar.
It is anticipated that in most cases the best available market
for foreign securities will be on an exchange or in
over-the-counter (OTC) markets located outside of the United
States. Foreign stock markets, while growing in volume and
sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers may be less
liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial
practices (including those involving securities settlement where
fund assets may be released prior to receipt of payment) are
often less developed than those in U.S. markets, and may result
in increased risk or substantial delays in the event of a failed
trade or the insolvency of, or breach of duty by, a foreign
broker-dealer, securities depository or foreign subcustodian. In
addition, the costs associated with foreign investments,
including withholding taxes, brokerage commissions and custodial
costs, are generally higher than with U.S. investments.
Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to U.S.
issuers. Adequate public information on foreign issuers may not
be available, and it may be difficult to secure dividends and
information regarding corporate actions on a timely basis. In
general, there is less overall governmental supervision and
regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated
than stock exchange markets and, in certain countries, may be
totally unregulated. Regulatory enforcement may be influenced by
economic or political concerns, and investors may have difficulty
enforcing their legal rights in foreign countries.
Some foreign securities impose restrictions on transfer within
the United States or to U.S. persons. Although securities subject
to such transfer restrictions may be marketable abroad, they may
be less liquid than foreign securities of the same class that are
not subject to such restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid"
forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing
ownership of shares of a foreign issuer. These certificates are
issued by depository banks and generally trade on an established
market in the United States or elsewhere. The underlying shares
are held in trust by a custodian bank or similar financial
institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all
times and may charge fees for various services, including
forwarding dividends and interest and corporate actions. ADRs are
alternatives to directly purchasing the underlying foreign
securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include
foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
The risks of foreign investing may be magnified for investments
in emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets,
reflecting the greater uncertainties of investing in less
established markets and economies. In particular, countries with
emerging markets may have relatively unstable governments, may
present the risks of nationalization of businesses, restrictions
on foreign ownership and prohibitions on the repatriation of
assets, and may have less protection of property rights than more
developed countries. The economies of countries with emerging
markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and
may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of
securities and may be unable to respond effectively to increases
in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign
currency transactions on a spot (i.e., cash) or forward basis
(i.e., by entering into forward contracts to purchase or sell
foreign currencies). Although foreign exchange dealers generally
do not charge a fee for such conversions, they do realize a
profit based on the difference between the prices at which they
are buying and selling various currencies. Thus, a dealer may
offer to sell a foreign currency at one rate, while offering a
lesser rate of exchange should the counterparty desire to resell
that currency to the dealer. Forward contracts are customized
transactions that require a specific amount of a currency to be
delivered at a specific exchange rate on a specific date or range
of dates in the future. Forward contracts are generally traded in
an interbank market directly between currency traders (usually
large commercial banks) and their customers. The parties to a
forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange.
The following discussion summarizes the principal currency
management strategies involving forward contracts that could be
used by a fund. A fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
A "settlement hedge" or "transaction hedge" is designed to
protect a fund against an adverse change in foreign currency
values between the date a security is purchased or sold and the
date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of
foreign currency involved in an underlying security transaction
for a fixed amount of U.S. dollars "locks in" the U.S. dollar
price of the security. Forward contracts to purchase or sell a
foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been
selected by FMR.
A fund may also use forward contracts to hedge against a decline
in the value of existing investments denominated in foreign
currency. For example, if a fund owned securities denominated in
pounds sterling, it could enter into a forward contract to sell
pounds sterling in return for U.S. dollars to hedge against
possible declines in the pound's value. Such a hedge, sometimes
referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors. A fund could
also hedge the position by selling another currency expected to
perform similarly to the pound sterling. This type of hedge,
sometimes referred to as a "proxy hedge," could offer advantages
in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a direct hedge into
U.S. dollars. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which
the hedged securities are denominated.
A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include
shifting exposure from U.S. dollars to a foreign currency, or
from one foreign currency to another foreign currency. This type
of strategy, sometimes known as a "cross-hedge," will tend to
reduce or eliminate exposure to the currency that is sold, and
increase exposure to the currency that is purchased, much as if a
fund had sold a security denominated in one currency and
purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in
the hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases.
Successful use of currency management strategies will depend on
FMR's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure
to changes in currency exchange rates and could result in losses
to a fund if currencies do not perform as FMR anticipates. For
example, if a currency's value rose at a time when FMR had hedged
a fund by selling that currency in exchange for dollars, a fund
would not participate in the currency's appreciation. If FMR
hedges currency exposure through proxy hedges, a fund could
realize currency losses from both the hedge and the security
position if the two currencies do not move in tandem. Similarly,
if FMR increases a fund's exposure to a foreign currency and that
currency's value declines, a fund will realize a loss. There is
no assurance that FMR's use of currency management strategies
will be advantageous to a fund or that it will hedge at
appropriate times.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements
involve an agreement to purchase a foreign security and to sell
that security back to the original seller at an agreed-upon price
in either U.S. dollars or foreign currency. Unlike typical U.S.
repurchase agreements, foreign repurchase agreements may not be
fully collateralized at all times. The value of a security
purchased by a fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the
event of default by the counterparty, the fund may suffer a loss
if the value of the security purchased is less than the
agreed-upon repurchase price, or if the fund is unable to
successfully assert a claim to the collateral under foreign laws.
As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well
as risks associated with currency fluctuations. In addition, as
with other emerging market investments, repurchase agreements
with counterparties located in emerging markets or relating to
emerging markets may involve issuers or counterparties with lower
credit ratings than typical U.S. repurchase agreements.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to
direct or administer the day-to-day operations of any company. A
fund, however, may exercise its rights as a shareholder and may
communicate its views on important matters of policy to
management, the Board of Directors, and shareholders of a company
when FMR determines that such matters could have a significant
effect on the value of the fund's investment in the company. The
activities in which a fund may engage, either individually or in
conjunction with others, may include, among others, supporting or
opposing proposed changes in a company's corporate structure or
business activities; seeking changes in a company's directors or
management; seeking changes in a company's direction or policies;
seeking the sale or reorganization of the company or a portion of
its assets; or supporting or opposing third-party takeover
efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such
activities with a view to mitigating, to the extent possible, the
risk of litigation against a fund and the risk of actual
liability if a fund is involved in litigation. No guarantee can
be made, however, that litigation against a fund will not be
undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following paragraphs pertain to futures
and options: Combined Positions, Correlation of Price Changes,
Futures Contracts, Futures Margin Payments, Limitations on
Futures and Options Transactions, Liquidity of Options and
Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and
Writing Put and Call Options.
COMBINED POSITIONS involve purchasing and writing options in
combination with each other, or in combination with futures or
forward contracts, to adjust the risk and return characteristics
of the overall position. For example, purchasing a put option and
writing a call option on the same underlying instrument would
construct a combined position whose risk and return
characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call
option at one strike price and buying a call option at a lower
price, to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher
transaction costs and may be more difficult to open and close
out.
CORRELATION OF PRICE CHANGES. Because there are a limited number
of types of exchange-traded options and futures contracts, it is
likely that the standardized contracts available will not match a
fund's current or anticipated investments exactly. A fund may
invest in options and futures contracts based on securities with
different issuers, maturities, or other characteristics from the
securities in which the fund typically invests, which involves a
risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of
their underlying instruments, even if the underlying instruments
match a fund's investments well. Options and futures prices are
affected by such factors as current and anticipated short-term
interest rates, changes in volatility of the underlying
instrument, and the time remaining until expiration of the
contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of
demand in the options and futures markets and the securities
markets, from structural differences in how options and futures
and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than
the securities it wishes to hedge or intends to purchase in order
to attempt to compensate for differences in volatility between
the contract and the securities, although this may not be
successful in all cases. If price changes in a fund's options or
futures positions are poorly correlated with its other
investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. In purchasing a futures contract, the buyer
agrees to purchase a specified underlying instrument at a
specified future date. In selling a futures contract, the seller
agrees to sell a specified underlying instrument at a specified
future date. The price at which the purchase and sale will take
place is fixed when the buyer and seller enter into the contract.
Futures can be held until their delivery dates, or can be closed
out before then if a liquid secondary market is available.
Futures may be based on foreign indexes such as the CAC 40
(France), DAX 30 (Germany), EuroTop 100 (Europe), IBEX (Spain),
FTSE 100 (United Kingdom), All Ordinary (Australia), Hang Seng
(Hong Kong), and Nikkei 225, Nikkei 300 and TOPIX (Japan).
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's
exposure to positive and negative price fluctuations in the
underlying instrument, much as if it had purchased the underlying
instrument directly. When a fund sells a futures contract, by
contrast, the value of its futures position will tend to move in
a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market
price changes, much as if the underlying instrument had been
sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures
contract is not required to deliver or pay for the underlying
instrument unless the contract is held until the delivery date.
However, both the purchaser and seller are required to deposit
"initial margin" with a futures broker, known as a futures
commission merchant (FCM), when the contract is entered into.
Initial margin deposits are typically equal to a percentage of
the contract's value. If the value of either party's position
declines, that party will be required to make additional
"variation margin" payments to settle the change in value on a
daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin
payments do not constitute purchasing securities on margin for
purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the
fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers,
potentially resulting in losses to the fund.
Although futures exchanges generally operate similarly in the
United States and abroad, foreign futures exchanges may follow
trading, settlement and margin procedures that are different from
those for U.S. exchanges. Futures contracts traded outside the
United States may involve greater risk of loss than U.S.-traded
contracts, including potentially greater risk of losses due to
insolvency of a futures broker, exchange member or other party
that may owe initial or variation margin to a fund. Because
initial and variation margin payments may be measured in foreign
currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund intends
to file a notice of eligibility for exclusion from the definition
of the term "commodity pool operator" with the Commodity Futures
Trading Commission (CFTC) and the National Futures Association,
which regulate trading in the futures markets, before engaging in
any purchases or sales of futures contracts or options on futures
contracts. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund
can commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts,
purchase put options, or write call options if, as a result, more
than 25% of the fund's total assets would be hedged with futures
and options under normal conditions; (b) purchase futures
contracts or write put options if, as a result, the fund's total
obligations upon settlement or exercise of purchased futures
contracts and written put options would exceed 25% of its total
assets under normal conditions; or (c) purchase call options if,
as a result, the current value of option premiums for call
options purchased by the fund would exceed 5% of the fund's total
assets. These limitations do not apply to options attached to or
acquired or traded together with their underlying securities, and
do not apply to securities that incorporate features similar to
options.
The above limitations on the fund's investments in futures
contracts and options, and the fund's policies regarding futures
contracts and options discussed elsewhere in this SAI may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance
a liquid secondary market will exist for any particular options
or futures contract at any particular time. Options may have
relatively low trading volume and liquidity if their strike
prices are not close to the underlying instrument's current
price. In addition, exchanges may establish daily price
fluctuation limits for options and futures contracts, and may
halt trading if a contract's price moves upward or downward more
than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached or a trading halt is imposed,
it may be impossible to enter into new positions or close out
existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could
prevent prompt liquidation of unfavorable positions, and
potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value.
As a result, a fund's access to other assets held to cover its
options or futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency
futures contracts are similar to forward currency exchange
contracts, except that they are traded on exchanges (and have
margin requirements) and are standardized as to contract size and
delivery date. Most currency futures contracts call for payment
or delivery in U.S. dollars. The underlying instrument of a
currency option may be a foreign currency, which generally is
purchased or delivered in exchange for U.S. dollars, or may be a
futures contract. The purchaser of a currency call obtains the
right to purchase the underlying currency, and the purchaser of a
currency put obtains the right to sell the underlying currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as
discussed above. A fund may purchase and sell currency futures
and may purchase and write currency options to increase or
decrease its exposure to different foreign currencies. Currency
options may also be purchased or written in conjunction with each
other or with currency futures or forward contracts. Currency
futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example,
should protect a Yen-denominated security from a decline in the
Yen, but will not protect a fund against a price decline
resulting from deterioration in the issuer's creditworthiness.
Because the value of a fund's foreign-denominated investments
changes in response to many factors other than exchange rates, it
may not be possible to match the amount of currency options and
futures to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are
standardized with respect to the underlying instrument,
expiration date, contract size, and strike price, the terms of
OTC options (options not traded on exchanges) generally are
established through negotiation with the other party to the
option contract. While this type of arrangement allows the
purchaser or writer greater flexibility to tailor an option to
its needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return
for this right, the purchaser pays the current market price for
the option (known as the option premium). Options have various
types of underlying instruments, including specific securities,
indices of securities prices, and futures contracts. The
purchaser may terminate its position in a put option by allowing
it to expire or by exercising the option. If the option is
allowed to expire, the purchaser will lose the entire premium. If
the option is exercised, the purchaser completes the sale of the
underlying instrument at the strike price. A purchaser may also
terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary
market exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction
costs).
The features of call options are essentially the same as those of
put options, except that the purchaser of a call option obtains
the right to purchase, rather than sell, the underlying
instrument at the option's strike price. A call buyer typically
attempts to participate in potential price increases of the
underlying instrument with risk limited to the cost of the option
if security prices fall. At the same time, the buyer can expect
to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. The writer of a put or call option
takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the writer
assumes the obligation to pay the strike price for the option's
underlying instrument if the other party to the option chooses to
exercise it. The writer may seek to terminate a position in a put
option before exercise by closing out the option in the secondary
market at its current price. If the secondary market is not
liquid for a put option, however, the writer must continue to be
prepared to pay the strike price while the option is outstanding,
regardless of price changes. When writing an option on a futures
contract, a fund will be required to make margin payments to an
FCM as described above for futures contracts.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over
time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If
security prices fall, the put writer would expect to suffer a
loss. This loss should be less than the loss from purchasing the
underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of
the decline.
Writing a call option obligates the writer to sell or deliver the
option's underlying instrument, in return for the strike price,
upon exercise of the option. The characteristics of writing call
options are similar to those of writing put options, except that
writing calls generally is a profitable strategy if prices remain
the same or fall. Through receipt of the option premium, a call
writer mitigates the effects of a price decline. At the same
time, because a call writer must be prepared to deliver the
underlying instrument in return for the strike price, even if its
current value is greater, a call writer gives up some ability to
participate in security price increases.
ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or
may be costly to a fund. 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 securities. In determining the liquidity of a fund's
investments, FMR may consider various factors, including (1) the
frequency and volume of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, and (4) the nature of the security
and the market in which it trades (including any demand, put or
tender features, the mechanics and other requirements for
transfer, any letters of credit or other credit enhancement
features, any ratings, the number of holders, the method of
soliciting offers, the time required to dispose of the security,
and the ability to assign or offset the rights and obligations of
the security).
INDEXED SECURITIES are instruments whose prices are indexed to
the prices of other securities, securities indices, currencies,
or other financial indicators. Indexed securities typically, but
not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific
instrument or statistic.
Currency-indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one
or more specified foreign currencies, and may offer higher yields
than U.S. dollar-denominated securities. Currency-indexed
securities may be positively or negatively indexed; that is,
their maturity value may increase when the specified currency
value increases, resulting in a security that performs similarly
to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security
whose price characteristics are similar to a put on the
underlying currency. Currency-indexed securities may also have
prices that depend on the values of a number of different foreign
currencies relative to each other.
The performance of indexed securities depends to a great extent
on the performance of the security, currency, or other instrument
to which they are indexed, and may also be influenced by interest
rate changes in the United States and abroad. Indexed securities
may be more volatile than the underlying instruments. Indexed
securities are also subject to the credit risks associated with
the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks,
corporations, and certain U.S. Government agencies.
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. A fund
will lend through the program only when the returns are higher
than those available from an investment in repurchase agreements,
and will borrow through the program only when the costs are equal
to or lower than the cost of bank loans. 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.
INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt
securities are medium and high-quality securities. Some may
possess speculative characteristics and may be more sensitive to
economic changes and to changes in the financial conditions of
issuers. A debt security is considered to be investment-grade if
it is rated investment-grade by Moody's Investors Service,
Standard & Poor's, Duff & Phelps Credit Rating Co., or Fitch IBCA
Inc., or is unrated but considered to be of equivalent quality by
FMR.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments
are interests in amounts owed by a corporate, governmental, or
other borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims
or other receivables), or to other parties. Direct debt
instruments involve a risk of loss in case of default or
insolvency of the borrower and may offer less legal protection to
the purchaser in the event of fraud or misrepresentation, or
there may be a requirement that a fund supply additional cash to
a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment
of interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the instrument may
be adversely affected. Loans that are fully secured provide more
protections than an unsecured loan in the event of failure to
make scheduled interest or principal payments. However, there is
no assurance that the liquidation of collateral from a secured
loan would satisfy the borrower's obligation, or that the
collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and
may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay
only a small fraction of the amount owed. Direct indebtedness of
developing countries also involves a risk that the governmental
entities responsible for the repayment of the debt may be unable,
or unwilling, to pay interest and repay principal when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the
purchaser could become part owner of any collateral, and would
bear the costs and liabilities associated with owning and
disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, a purchaser
could be held liable as a co-lender. Direct debt instruments may
also involve a risk of insolvency of the lending bank or other
intermediary.
A loan is often administered by a bank or other financial
institution that acts as agent for all holders. The agent
administers the terms of the loan, as specified in the loan
agreement. Unless, under the terms of the loan or other
indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply
appropriate credit remedies against a borrower. If assets held by
the agent for the benefit of a purchaser were determined to be
subject to the claims of the agent's general creditors, the
purchaser might incur certain costs and delays in realizing
payment on the loan or loan participation and could suffer a loss
of principal or interest.
Direct indebtedness may include letters of credit, revolving
credit facilities, or other standby financing commitments that
obligate purchasers to make additional cash payments on demand.
These commitments may have the effect of requiring a purchaser to
increase its investment in a borrower at a time when it would not
otherwise have done so, even if the borrower's condition makes it
unlikely that the amount will ever be repaid.
The fund limits the amount of total assets that it will invest in
any one issuer or in issuers within the same industry (see the
fund's investment limitations). For purposes of these
limitations, a fund generally will treat the borrower as the
"issuer" of indebtedness held by the fund. In the case of loan
participations where a bank or other lending institution serves
as financial intermediary between a fund and the borrower, if the
participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC
interpretations require a fund, in appropriate circumstances, to
treat both the lending bank or other lending institution and the
borrower as "issuers" for these purposes. Treating a financial
intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many
different companies and industries.
LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have
poor protection with respect to the payment of interest and
repayment of principal, or may be in default. These securities
are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity
to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and
may decline significantly in periods of general economic
difficulty, which may follow periods of rising interest rates.
The market for lower-quality debt securities may be thinner and
less active than that for higher-quality debt securities, which
can adversely affect the prices at which the former are sold.
Adverse publicity and changing investor perceptions may affect
the liquidity of lower-quality debt securities and the ability of
outside pricing services to value lower-quality debt securities.
Because the risk of default is higher for lower-quality debt
securities, FMR's research and credit analysis are an especially
important part of managing securities of this type. FMR will
attempt to identify those issuers of high-yielding securities
whose financial condition is adequate to meet future obligations,
has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as
interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the
issuer.
A fund may choose, at its expense or in conjunction with others,
to pursue litigation or otherwise to exercise its rights as a
security holder to seek to protect the interests of security
holders if it determines this to be in the best interest of the
fund's shareholders.
PREFERRED STOCK represents an equity or ownership interest in an
issuer that pays dividends at a specified rate and that has
precedence over common stock in the payment of dividends. In the
event an issuer is liquidated or declares bankruptcy, the claims
of owners of bonds take precedence over the claims of those who
own preferred and common stock.
REPURCHASE AGREEMENTS involve an agreement to purchase a security
and 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. The
value of the security purchased may be more or less than the
price at which the counterparty has agreed to purchase the
security. In addition, delays or losses could result if the other
party to the agreement defaults or becomes insolvent. The fund
will engage in repurchase agreement transactions with parties
whose creditworthiness has been reviewed and found satisfactory
by FMR.
RESTRICTED SECURITIES are subject to legal restrictions on their
sale. Difficulty in selling securities may result in a loss or be
costly to a fund. 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, the holder of a
registered security 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, the holder might obtain a less favorable price
than prevailed when it decided to seek registration of the
security.
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. The fund 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.
SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and
open-end investment companies, represent interests in
professionally managed portfolios that may invest in any type of
instrument. Investing in other investment companies involves
substantially the same risks as investing directly in the
underlying instruments, but may involve additional expenses at
the investment company-level, such as portfolio management fees
and operating expenses. Certain types of investment companies,
such as closed-end investment companies, issue a fixed number of
shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their net asset value. Others are
continuously offered at net asset value, but may also be traded
in the secondary market.
The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity
Brokerage Services, Inc. (FBSI). FBSI is a member of the New York
Stock Exchange (NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the
securities loaned and, at the same time, earn additional income.
The borrower provides the fund with collateral in an amount at
least equal to the value of the securities loaned. The fund
maintains the ability to obtain the right to vote or consent on
proxy proposals involving material events affecting securities
loaned. If the borrower defaults on its obligation to return the
securities loaned because of insolvency or other reasons, a fund
could experience delays and costs in recovering the securities
loaned or in gaining access to the collateral. These delays and
costs could be greater for foreign securities. If a fund is not
able to recover the securities loaned, a fund may sell the
collateral and purchase a replacement investment in the market.
The value of the collateral could decrease below the value of the
replacement investment by the time the replacement investment is
purchased. Loans will be made only to parties deemed by FMR to be
in good standing and when, in FMR's judgment, the income earned
would justify the risks.
Cash received as collateral through loan transactions may be
invested in other eligible securities. Investing this cash
subjects that investment, as well as the securities loaned, to
market appreciation or depreciation.
SHORT SALES "AGAINST THE BOX" are short sales of securities that
a fund owns or has the right to obtain (equivalent in kind or
amount to 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, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SOVEREIGN DEBT OBLIGATIONS are issued or guaranteed by foreign
governments or their agencies, including debt of Latin American
nations or other developing countries. Sovereign debt may be in
the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt
of developing countries may involve a high degree of risk, and
may be in default or present the risk of default. Governmental
entities responsible for repayment of the debt may be unable or
unwilling to repay principal and pay interest when due, and may
require renegotiation or rescheduling of debt payments. In
addition, prospects for repayment of principal and payment of
interest may depend on political as well as economic factors.
Although some sovereign debt, such as Brady Bonds, is
collateralized by U.S. Government securities, repayment of
principal and payment of interest is not guaranteed by the U.S.
Government.
SWAP AGREEMENTS can be individually negotiated and structured to
include exposure to a variety of different types of investments
or market factors. Depending on their structure, swap agreements
may increase or decrease a fund's exposure to long- or short-term
interest rates (in the United States or abroad), foreign currency
values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a
variety of names.
In a typical cap or floor agreement, one party agrees to make
payments only under specified circumstances, usually in return
for payment of a fee by the other party. For example, the buyer
of an interest rate cap obtains the right to receive payments to
the extent that a specified interest rate exceeds an agreed-upon
level, while the seller of an interest rate floor is obligated to
make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines
elements of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure
from one type of investment to another. For example, if the fund
agreed to exchange payments in dollars for payments in foreign
currency, the swap agreement would tend to decrease the fund's
exposure to U.S. interest rates and increase its exposure to
foreign currency and interest rates. Caps and floors have an
effect similar to buying or writing options. Depending on how
they are used, swap agreements may increase or decrease the
overall volatility of a fund's investments and its share price.
The most significant factor in the performance of swap agreements
is the change in the specific interest rate, currency, or other
factors that determine the amounts of payments due to and from a
fund. If a swap agreement calls for payments by the fund, the
fund must be prepared to make such payments when due. In
addition, if the counterparty's creditworthiness declined, the
value of a swap agreement would be likely to decline, potentially
resulting in losses. A fund may be able to eliminate its exposure
under a swap agreement either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
TEMPORARY DEFENSIVE POLICIES. The fund reserves the right to
invest without limitation in preferred stocks and
investment-grade debt instruments for temporary, defensive
purposes.
WARRANTS. Warrants are instruments which entitle the holder to
buy an equity security at a specific price for a specific period
of time. Changes in the value of a warrant do not necessarily
correspond to changes in the value of its underlying security.
The price of a warrant may be more volatile than the price of its
underlying security, and a warrant may offer greater potential
for capital appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights
with respect to the underlying security and do not represent any
rights in the assets of the issuing company. A warrant ceases to
have value if it is not exercised prior to its expiration date.
These factors can make warrants more speculative than other types
of investments.
ZERO COUPON BONDS do not make interest payments; instead, they
are sold at a discount from their face value and are redeemed at
face value when they mature. Because zero coupon bonds do not pay
current income, their prices can be more volatile than other
types of fixed-income securities when interest rates change. In
calculating a fund's dividend, a portion of the difference
between a zero coupon bond's purchase price and its face value is
considered income.
SPECIAL CONSIDERATIONS REGARDING ASIA PACIFIC REGION (EX JAPAN)
Many countries in the region have historically faced political
uncertainty, corruption, military intervention, and social
unrest. Examples include the ethnic, sectarian, and separatist
violence found in Indonesia, and the nuclear arms threats between
India and Pakistan. To the extent that such events continue in
the future, they can be expected to have a negative effect on
economic and securities market conditions in the region.
ECONOMIC. The economic health of the region depends, in great
part, on each country's respective ability to carry out fiscal
and monetary reforms and its ability to address the International
Monetary Fund's mandated benchmarks. The majority of the
countries in the region can be characterized as either developing
or newly industrialized economies, which tend to experience more
volatile economic cycles than developed countries. In addition, a
number of countries in the region have historically faced
hyperinflation, a deterrent to productivity and economic growth.
CURRENCY. For U.S. investors, investing in any currency entails
an additional risk that is not faced when investing in the
domestic market. Some countries in the region may impose
restrictions on converting local currency, effectively preventing
foreigners from selling assets and repatriating funds. While
flexible exchange rates through most of the region should allow
greater control of domestic liquidity conditions, the region's
currencies generally face above-average volatility with
potentially negative implications for economic and security
market conditions.
NATURAL DISASTERS. The Asia Pacific region has been subjected to
periodic natural disasters such as earthquakes, monsoons, and
tidal waves. These events have often inflicted substantial
economic disruption upon the populace and industry of the
countries in that region.
KOREA. Since 1997, Korea's robust economy has been buffeted by a
financial crisis marked by significant capital outflows, sharp
depreciation of the won, and severe distress in the corporate and
financial sectors. The severe disruption and loss of confidence
because of the crisis, however, led to Korea's worst recession in
over three decades. The nation's economic difficulties were a
direct result of Asia's economic and currency crisis and the way
Korea conducts its business at home and abroad. While steps have
been initiated to remedy many of the causes of Korea's recent
economic problems, their successful implementation is not
assured. Investors should be aware that investing in Korea
involves risks not typically associated with investing in the
U.S. securities markets.
Korea's economy and the stability of its currency can be
adversely affected by any regional economic or currency turmoil.
The economic health of the Asian region depends, in great part,
on each country's respective ability to carry out fiscal and
monetary reforms and its ability to address the International
Monetary Fund's mandated benchmarks. The majority of the
countries in the Asian region can be characterized as either
developing or newly industrialized economies, which tend to
experience more volatile economic cycles than developed
countries.
In addition, certain structural weaknesses have made Korea
vulnerable to the financial turbulence of the kind that recently
swept through Asia. First, the corporate sector has been
characterized by low levels of profitability and high levels of
debt, reflecting the tendency of the nation's business
conglomerates to diversify into capital-intensive businesses.
Second, Korea has had a poorly functioning financial system that
has been further weakened by a series of major corporate
bankruptcies.
Since the 1997 economic and currency meltdown, Korea has
instituted a number of major reforms. The main objectives of
these initiatives were to stabilize the economy and restore
sustainable growth through a fundamental restructuring of the
economy. However, the success of these initiatives have been
widely mixed and further progress is not yet assured. The
collapse of Korea's second largest conglomerate and the resulting
turmoil in financial markets in the second half of 1999
illustrates that there are lingering risks that could stand in
the way of sustaining rapid growth. Thus, despite the major
progress made in the area of structural reforms there is still a
large unfinished agenda, especially in the financial and
corporate sectors.
Much of Korea's economy is dependent upon international trade.
The country is a leading exporter of industrial machinery as well
as autos and industrial and consumer electronics. While the
United States is the nations largest single trading partner, much
of Korea's trade is conducted with developing nations, almost all
of which are in Southeast Asia. For the past three years,
Southeast Asia's economies have been mired in economic
stagnation, and Korea's exports to the area have been in steep
decline. Much of Korea's hopes for economic recovery and renewed
export growth are largely dependent upon the pace of economic
recovery in the region's emerging nations.
The division of the Korean Peninsula in 1945 left South Korea
without most of the peninsula's natural resources. Since then,
this highly industrialized nation is heavily dependent upon
imports of essential products such as oil, forest products, and
industrial metals. Accordingly, Korea's industrial sector and
domestic economy are highly sensitive to fluctuations in
international commodity prices. In addition, many of these
commodities are traded in U.S. dollars and any strength in the
exchange rate between the won and the dollar can have either a
positive or negative effect upon corporate profits.
South Korea's location next to the heavily armed and
unpredictable North has been a constant cause of concern. Sundry
military incidents have continued to escalate the tensions that
have existed between the two countries since the signing of the
1953 Armistice Agreement that ended the Korean War.
The electrical and communications industries comprise a major
segment of the Korean market as a whole, as currently represented
by the Korea Composite Stock Price Index. The Korean electrical
and communications industries are highly price-sensitive and
vulnerable to growing competition from Asia's low-cost emerging
economies. In addition, currency fluctuation can affect the
demand and pricing flexibility of producers of such products as
semiconductors, computer components, and communications
equipment.
CHINA AND HONG KONG. As with all transition economies, China's
ability to develop and sustain a credible legal, regulatory,
monetary, and socioeconomic system could influence the course of
outside investment. Hong Kong is closely tied to China,
economically and through China's 1997 acquisition of the country
as a Special Autonomous Region (SAR). Hong Kong's success
depends, in large part, on its ability to retain the legal,
financial and monetary systems that allow economic freedom and
market expansion.
The banking industry comprises a major segment of the Hong Kong
and Chinese market as a whole, as currently represented by the
Hang Seng Index. In recent years, Hong Kong has been subjected to
speculative attacks on its currency, which have sent interest
rates soaring and its stock markets into sharp declines.
Companies in the banking industry are particularly sensitive to
interest rate fluctuations, and, if the government continues its
U.S. dollar peg policy, it risks further attacks on its currency
and possible upward pressure on interest rates. While the Hong
Kong Stock Exchange has implemented an electronic order-matching
system that has virtually eliminated front running by brokers,
there are still no specific regulations against insider trading.
Small, often family-run brokerages sometimes wield undue
influence or veto power over the largest overseas investment
banks operating in the market, and the Exchange has been
criticized for giving low priority to investor protection. The
banking industry in the Hong Kong and Chinese market has not been
immune to economic and currency turmoil that has periodically
engulfed its Asian neighbors, and any future disruptions in the
Asian region could have a derivative effect on this currency and
interest rate sensitive industry.
TAIWAN. For decades, a state of hostility has existed between
Taiwan and the Peoples Republic of China. Beijing has long
deemed Taiwan a part of the "one China" and has made a
nationalist cause of recovering it. Frequent military
provocations and threats of full-scale military action by the
Chinese have become more frequent in response to Taiwan's
election of a new president who is considered to favor declaring
Taiwan's independence. This situation poses a threat to Taiwan's
economic well being and could adversely affect the nation's stock
market.
Taiwan is one of Asia's great exporting nations, but it thrives
more on imitation than on creativity. Taiwanese companies
continue to compete mostly on price, producing generic products
or branded merchandise on behalf of multinational companies.
Accordingly, these businesses can be particularly vulnerable to
currency volatility and from increasing competition from
neighboring lower-cost countries.
Although the listed companies on the Taiwan Stock Exchange cover
a wide range of industries, electronics companies and the banking
and insurance sector dominate the market. Semiconductor chips and
other computer components are a mainstay of Taiwan's electronics
sector. The businesses that produce these products are at risk of
losing orders from computer companies in the United States as a
result of rising concern over possible production disruptions
stemming from future military confrontations with China. The
semiconductor and electronics business is also highly
price-competitive and can be negatively affected by currency
fluctuations. In addition, producers face the risk of growing
competition from low-cost, emerging economies.
Taiwan's banking and insurance sector has recently been adversely
affected by economic and currency turmoil in Asia. Rising loan
defaults and corporate bankruptcies have prompted the Taiwanese
government to initiate stabilization measures to prevent further
collapse; but the success of these measures is far from assured.
SPECIAL CONSIDERATIONS REGARDING CANADA
POLITICAL. Canada's parliamentary system of government is, in
general, stable. However, from time to time, some provinces, but
particularly Quebec, have called for a revamping of the legal and
financial relationship between the federal government in Ottawa
and the provinces. To date, referendums on Quebec sovereignty
have been defeated, but the issue remains unresolved. The Supreme
Court of Canada decided in August 1998 that if there was a "clear
answer" to a "clear question" in a referendum, then the federal
government would be obliged to negotiate with Quebec.
ECONOMIC. Canada is a major producer of commodities such as
forest products, metals, agricultural products, and energy
related products like oil, gas, and hydroelectricity.
Accordingly, changes in the supply and demand of industrial and
basic materials, both domestically and internationally, can have
a significant effect on Canadian market performance.
In addition, Canada relies considerably on the health of the
United States' economy, its biggest trading partner and largest
foreign investor. The expanding economic and financial
integration of the United States and Canada will likely make the
Canadian economy and securities market increasingly sensitive to
U.S. economic and market events.
CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in
the domestic market. Since Canada let its currency float in 1970,
its value has been in a steady decline against the U.S. dollar.
While the decline has helped Canada stay competitive in export
markets, U.S. investors have seen their investment returns eroded
by the impact of currency conversion.
SPECIAL CONSIDERATIONS REGARDING EUROPE
On January 1, 1999, eleven of the fifteen member countries of the
European Union (EU) fixed their currencies irrevocably to the
euro, the new unit of currency of the European Economic and
Monetary Union (EMU). At that time each member's currency was
converted at a fixed rate to the euro. Initially, use of the euro
will be confined mainly to the wholesale financial markets, while
its widespread use in the retail sector will follow the
circulation of euro banknotes and coins on January 1, 2002. At
that time, the national banknotes and coins of participating
member countries will cease to be legal tender. In addition to
adopting a single currency, member countries will no longer
control their own monetary policies. Instead, the authority to
direct monetary policy will be exercised by the new European
Central Bank.
While economic and monetary convergence in the European Union may
offer new opportunities for those investing in the region,
investors should be aware that the success of the union is not
wholly assured. Europe must grapple with a number of challenges,
any one of which could threaten the survival of this monumental
undertaking. Eleven disparate economies must adjust to a unified
monetary system, the absence of exchange rate flexibility, and
the loss of economic sovereignty. The Continent's economies are
diverse, its governments decentralized, and its cultures differ
widely. Unemployment is historically high and could pose
political risk. One or more member countries might exit the
union, placing the currency and banking system in jeopardy.
POLITICAL. For those countries in Western and Eastern Europe that
were not included in the first round of the EU implementation,
the prospects for eventual membership serve as a strong political
impetus for many governments to employ tight fiscal and monetary
policies. Particularly for the Eastern European countries,
aspirations to join the EU are likely to push governments to act
decisively.
At the same time, there could become an increasingly widening gap
between rich and poor within the aspiring countries, those
countries who are close to meeting membership criteria, and those
who are not likely to join the EMU. Realigning traditional
alliances could alter trading relationships and potentially
provoke divisive socioeconomic splits. Despite relative calm in
Western Europe in recent years, the risk of regional conflict or
targeted terrorist activity could disrupt European markets.
In the transition to the single economic system, significant
political decisions will be made which will effect the market
regulation, subsidization, and privatization across all
industries, from agricultural products to telecommunications.
ECONOMIC. As economic conditions across member states vary from
robust to dismal, there is continued concern about national-level
support for the currency and the accompanying coordination of
fiscal and wage policy among the eleven EMU member nations.
According to the Maastricht treaty, member countries must
maintain inflation below 3.3%, public debt below 60% of GDP, and
a deficit of 3% or less of GDP to qualify for participation in
the euro. These requirements severely limit member countries'
ability to implement monetary policy to address regional economic
conditions. Countries that did not qualify for the euro, such as
Greece, risk being left farther behind.
FOREIGN TRADE. The EU has recently been involved in a number of
trade disputes with major trading partners, including the United
States. Tariffs and embargoes have been levied upon imports of
agricultural products and meat that have resulted in the affected
nation levying retaliatory tariffs upon imports from Europe.
These disputes can adversely affect the valuations of the
European companies that export the targeted products.
CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in
the domestic market. However, investing in euro-denominated
securities entails risk of being exposed to a new currency that
may not fully reflect the strengths and weaknesses of the
disparate economies that make up the Union. This has been the
case in the first six months of 1999, when the initial exchange
rates of the euro versus many of the world's major currencies
steadily declined. In this environment, U.S. and other foreign
investors experienced erosion of their investment returns in the
region. In addition, many European countries rely heavily upon
export dependent businesses and any strength in the exchange rate
between the euro and the dollar can have either a positive or a
negative effect upon corporate profits.
GERMANY. The German economy is heavily industrialized, with a
strong emphasis on manufacturing and exports. Therefore,
Germany's economic growth is heavily dependent on the prosperity
of its trading partners and on currency exchange rates. Germany
is closely tied to a number of Eastern European emerging market
economies and weakness in these economies will likely dampen
demand for German exports. Germany continues to struggle with its
incorporation of former East Germany and the country as a whole
faces high labor costs and high unemployment.
FRANCE. In recent years, the country's economic growth has been
hit by a series of general strikes. France's strong labor unions
reacted negatively to government cuts driven by the country's
effort to meet EMU membership criteria. Recently, unions have
demanded a lower retirement age and a shorter work week. Economic
growth also is limited by the country's pay-as-you-go pension
system; spending on pensions accounts for about 10% of GDP.
NORDIC COUNTRIES. Faced with stronger global competition, the
Nordic countries-Norway, Finland, Denmark, and Sweden-have had to
scale down their historically generous welfare programs,
resulting in drops in domestic demand and increased unemployment.
Major industries in the region, such as forestry, agriculture,
and oil, are heavily resource dependent and face pressure as a
result of high labor costs. Pension reform, union regulation, and
further cuts in liberal social programs will likely need to be
addressed as the Nordic countries face increased international
competition.
UNITED KINGDOM. The United Kingdom continues to be overtly less
enthusiastic about EMU than other countries in Europe and has not
committed itself to joining the euro. While the UK views
independence from the EMU as a competitive advantage, the country
may not benefit from its independence if economic conditions on
the continent improve. If the continental European stock markets
make more compelling prospects for economic growth, there is
concern that the UK market may lag its European counterparts.
EASTERN EUROPE. Investing in the securities of Eastern European
issuers is highly speculative and involves risks not usually
associated with investing in the more developed markets of
Western Europe.
The economies of the Eastern European nations are embarking on
the transition from communism at different paces with
appropriately different characteristics. Most Eastern European
markets suffer from thin trading activity, dubious investor
protections, and often, a dearth of reliable corporate
information. Information and transaction costs, differential
taxes, and sometimes political or transfer risk give a
comparative advantage to the domestic investor rather than the
foreign investor. In addition, these markets are particularly
sensitive to political, economic, and currency events in Russia
and have recently suffered heavy losses as a result of their
trading and investment links to the troubled Russian economy and
currency.
SPECIAL CONSIDERATIONS REGARDING JAPAN
Fueled by public investment, protectionist trade policies, and
innovative management styles, the Japanese economy has
transformed itself since World War II into the world's second
largest economy. Despite its impressive history, investors face
special risks when investing in Japan.
ECONOMIC. Since Japan's bubble economy collapsed eight years ago,
the nation has drifted between modest growth and recession. By
mid-year 1998, the world's second largest economy had slipped
into its deepest recession since World War II. Much of the blame
can be placed on government inaction in implementing
long-neglected structural reforms despite strong and persistent
prodding from the International Monetary Fund and the G7 member
nations. Steps have been taken to deregulate and liberalize
protected areas of the economy, but the pace of change has been
disappointedly slow.
The most pressing need for action is the daunting task of
overhauling the nation's financial institutions and securing
public support for taxpayer-funded bailouts. Banks, in
particular, must dispose of their huge overhang of bad loans and
trim their balance sheets in preparation for greater competition
from foreign institutions as more areas of the financial sector
are opened. Successful financial sector reform would allow
Japan's financial institutions to act as a catalyst for economic
recovery at home and across the troubled Asian region.
FOREIGN TRADE. Much of Japan's economy is dependent upon
international trade. The country is a leading exporter of
automobiles and industrial machinery as well as industrial and
consumer electronics. While the United States is Japan's largest
single trading partner, close to half of Japan's trade is
conducted with developing nations, almost all of which are in
Southeast Asia. For the past two years, Southeast Asia's
economies have been mired in economic stagnation causing a steep
decline in Japan's exports to the area. Japan's hope for economic
recovery and renewed export growth is largely dependent upon the
pace of economic recovery in Southeast Asia.
NATURAL RESOURCE DEPENDENCY. An island nation with limited
natural resources, Japan is also heavily dependent upon imports
of essential products such as oil, forest products, and
industrial metals. Accordingly, Japan's industrial sector and
domestic economy are highly sensitive to fluctuations in
international commodity prices. In addition, many of these
commodities are traded in U.S. dollars and any strength in the
exchange rate between the yen and the dollar can have either a
positive or a negative effect upon corporate profits.
NATURAL DISASTERS. The Japanese islands have been subjected to
periodic natural disasters including earthquakes, monsoons, and
tidal waves. These events have often inflicted substantial
economic disruption upon the nation's populace and industries.
SPECIAL CONSIDERATIONS REGARDING LATIN AMERICA
As an emerging market, Latin America has long suffered from
political, economic, and social instability. For investors, this
has meant additional risk caused by periods of regional conflict,
political corruption, totalitarianism, protectionist measures,
nationalization, hyperinflation, debt crises, and currency
devaluation. However, much has changed in the past decade.
Democracy is beginning to become well established in some
countries. A move to a more mature and accountable political
environment is well under way. Domestic economies have been
deregulated and have enjoyed sound levels of growth.
Privatization of state-owned companies is almost completed.
Foreign trade restrictions have been relaxed. Large fiscal
deficits have been reduced and inflation controlled. Nonetheless,
the volatile stock markets of 1998 have clearly demonstrated that
investors in the region continue to face a number of potential
risks.
POLITICAL. While investors recently have benefited from
friendlier forms of government, the Latin American political
climate is still vulnerable to sudden changes. Many countries in
the region have been in recession and have faced high
unemployment. Corruption remains part of the political landscape.
This could lead to social unrest and changes in governments that
are less favorable to investors. The investor friendly trends of
social, economic, and market reforms seen over the past several
years could be reversed. Also, as has historically been the case,
the stock markets may be subject to increased volatility as some
countries approach elections: Argentina, Chile, Mexico, and Peru.
SOCIAL UNREST. Latin America continues to suffer from one of the
most inequitable distributions of wealth in the world, as well as
rampant delinquency and street crime. The recent reforms and the
move to democracy, which were initially welcomed by the
population, so far have failed to significantly improve the
living conditions of the majority of people. This could lead to
social unrest, occasional labor strikes, rebellion, or civil war.
ECONOMIC. Many countries in the region have experienced periods
of hyperinflation which adversely impacted and may continue to
impact their economies and local stock markets. Despite signs
that inflation has been tamed, the risk of hyperinflation
persists.
FOREIGN TRADE. One key to the recent economic growth in the
region has been the reduction of trade barriers and a series of
free-trade agreements. These are currently under pressure given
the recent macro-economic imbalances between many trading
partners. One example would be Mercosur, which includes
Argentina, Brazil, Uruguay, and Paraguay. As long as the
economies perform well and the regimes maintain similar economic
and currency policies, all will benefit from this agreement.
However, the recent devaluation of Brazil's currency, combined
with recessions in the region, has created tension between the
largest trading partners, Brazil and Argentina. This could
threaten the pace of vital trade integration and regional
economic stability.
CURRENCY. For U.S. investors, investing in any foreign market
entails the risk of currency fluctuations; any weakness in the
local currency could erode the investment returns to U.S.
investors upon currency conversion. As is typical of emerging
markets, Latin America has a long history of currency
devaluation, evidenced by the Mexican peso crisis and the more
recent Brazilian devaluation. The region remains exposed to
currency speculators, particularly if the economic or political
conditions worsen. Countries where the currency is artificially
pegged to the dollar are most at risk. For example, predatory
speculation may shift to Argentina if the cost of maintaining the
currency board reaches an unsustainable level given the negative
impact of the Brazilian devaluation, the economic recession, the
deterioration of the foreign trade balances, and the mounting
fiscal deficit.
SOVEREIGN DEBT. Although austerity programs in many countries
have significantly reduced fiscal deficits, the region is still
facing significant debt. Interest on the debt is subject to
market conditions and may reach levels that would impair economic
activity and create a difficult and costly environment for
borrowers. In addition, governments may be forced to reschedule
or freeze their debt repayment, which could negatively impact the
stock market.
NATURAL RESOURCES DEPENDENCY. Commodities such as agricultural
products, minerals, and metals account for a significant
percentage of exports of many Latin American countries. As a
result, these economies have been particularly sensitive to the
fluctuation of commodity prices. As an example, Chile has been
affected by the change in the prices of copper and pulp, which
has adversely affected its economy and stock market. Similarly,
because the U.S. is Mexico's largest trading partner - accounting
for more than four-fifths of its exports - any economic downturn
in the U.S. economy could adversely impact the Mexican economy
and stock market.
NATURAL DISASTERS. The region has been subjected to periodic
natural disasters, such as earthquakes and floods. These events
have often inflicted substantial damage upon the populations and
the economy. More recently, weather disorders attributed to the
"El Nino" effect have placed a serious drag on the economy of
some countries, such as Peru and Ecuador.
FINANCIAL REPORTING STANDARDS. As is typical of many emerging
markets, many companies in the region are still controlled by
families and their associates. Accordingly, these owners may not
always act in the best interests of public shareholders. In
addition, rules for disclosing financial information are less
stringent, which increases the difficulty of accessing reliable
and viable information.
SPECIAL CONSIDERATIONS REGARDING RUSSIA
Investing in Russian securities is highly speculative and
involves greater risks than generally encountered when investing
in the securities markets of the U.S. and most other developed
countries. Over the past century, Russia has experienced
political and economic turbulence and has endured decades of
communist rule under which tens of millions of its citizens were
collectivized into state agricultural and industrial enterprises.
For most of the past decade, Russia's government has been faced
with the daunting task of stabilizing its domestic economy, while
transforming it into a modern and efficient structure able to
compete in international markets and respond to the needs of its
citizens. However, to date, many of the country's economic reform
initiatives have floundered as the proceeds of IMF and other
economic assistance have been squandered or stolen. In this
environment, there is always the risk that the nation's
government will abandon the current program of economic reform
and replace it with radically different political and economic
policies that would be detrimental to the interests of foreign
investors. This could entail a return to a centrally planned
economy and nationalization of private enterprises similar to
what existed under the old Soviet Union. As recently as 1998, the
government imposed a moratorium on the repayment of its
international debt and the restructuring of the repayment terms.
Foreign investors also face a high degree of currency risk when
investing in Russian securities. In a surprise move in August
1998, Russia devalued the ruble, defaulted on short-term domestic
bonds, and declared a moratorium on commercial debt payments. In
light of these and other recent government actions, foreign
investors face the possibility of further devaluations. In
addition, there is the risk the government may impose capital
controls on foreign portfolio investments in the event of extreme
financial or political crisis. Such capital controls would
prevent the sale of a portfolio of foreign assets and the
repatriation of proceeds.
Many of Russia's businesses have failed to mobilize the available
factors of production because the country's privatization program
virtually ensured the predominance of the old management teams
that are largely non-market-oriented in their management
approach. A combination of poor accounting standards, inept
management, endemic corruption, and limited shareholder rights
pose a significant risk, particularly to foreign investors.
Compared to most national stock markets, the Russian securities
market suffers from a variety of problems not encountered in more
developed markets. Among these are thin trading activity,
inadequate regulatory protection for the rights of investors, and
lax custody procedures. Additionally, there is a dearth of solid
corporate information available to investors.
The Russian economy is heavily dependent upon the export of a
range of commodities including most industrial metals, forestry
products, oil, and gas. Accordingly, it is strongly affected by
international commodity prices and is particularly vulnerable to
any weakening in global demand for these products.
SPECIAL CONSIDERATIONS REGARDING AFRICA
Africa is a highly diverse and politically unstable continent of
over 50 countries and 840 million people. Civil wars, coups, and
even genocidal warfare have beset much of this region in recent
years. Nevertheless, the continent is home to an abundance of
natural resources, including natural gas, aluminum, crude oil,
copper, iron, bauxite, cotton, diamonds, and timber. Wealthier
African countries generally have strong connections to European
partners; evidence of these relationships is seen in the growing
market capitalization and foreign investment. Economic
performance remains closely tied to world commodity markets,
particularly oil, as well as agricultural conditions, such as
drought.
Several Northern African countries have substantial oil reserves
and, accordingly, their economies react strongly to world oil
prices. They share a regional and sometimes religious
identification with the oil producing nations of the Middle East
and can be strongly affected by political and economic
developments in those countries. As in the south, weather
conditions have a strong impact on many of their natural
resources, as was the case in 1995, when severe drought adversely
affected economic growth.
Several African countries have active equity markets, many
established since 1989. The oldest market, in Egypt, was
established in 1883, while the youngest, in Zambia, was
established in 1994. The mean age for all equity markets is 40
years old. A total of 1,830 firms are listed on the respective
exchanges. With the exception of the relatively large and liquid
South African stock market, sub-Saharan Africa is probably the
riskiest of all the world's emerging markets.
During the past two decades, sub-Saharan Africa has lagged behind
other developing regions in economic growth. The area attracts
only a modest share of foreign direct investment and remains
highly dependent on foreign aid. The financial markets are small
and underdeveloped and offer little regulatory protection for
investors. Except for South Africa, the most fundamental problem
in all of the countries in the region is the absence of an
effective court system to ensure the enforceability of contracts.
Investors in the area generally face a high risk of continuing
political and economic instability as well as currency exchange
rate volatility.
SOUTH AFRICA. South Africa has a highly developed and
industrialized economy. It is rich in mineral resources and is
the world's largest producer and exporter of gold. The nation's
new government has made remarkable progress in consolidating the
nation's peaceful transition to democracy and in redressing the
socioeconomic disparities created by apartheid. It has a
sophisticated financial structure with a large and active stock
exchange that ranks 19th in the world in terms of market
capitalization. Nevertheless, investors in South Africa face a
number of risks common to other developing regions. The nation's
heavy dependence upon the export of natural resources makes its
economy and stock market vulnerable to weak global demand and
declines in commodity prices. The country's currency reserves
have been a constant problem and its currency can be vulnerable
to devaluation. There is also the risk that ethnic and civic
conflict could result in the abandonment of many of the nation's
free market reforms to the detriment of shareholders.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of the 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 investment 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; 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 Contract"), 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.
Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S.
exchanges and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers
who provide research and execution services to the fund or other
investment 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 investment
accounts; and effect securities transactions and perform
functions incidental thereto (such as clearance and settlement).
The selection of such broker-dealers for transactions in equity
securities is generally made by FMR (to the extent possible
consistent with execution considerations) in accordance with a
ranking of broker-dealers determined periodically by FMR's
investment staff based upon the quality of research and execution
services provided.
For transactions in fixed-income 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 that 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
purchase 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,
the 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 the 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 that fund or 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.
To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into
account assistance received in the distribution of shares of the
funds or other Fidelity funds and to use the research services of
brokerage and other firms that have provided such assistance. 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 investment 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 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.
Variations in turnover rate may be due to a fluctuating volume of
shareholder purchase and redemption orders or market conditions.
On June 30, 2000, the Closed-End Fund was reorganized as an
open-end fund through a transfer of all of its assets and
liabilities to the fund. Shareholders of the Closed-End Fund
received Class A shares of the fund in exchange for their shares
of the Closed-End Fund. Significant changes in brokerage
commissions paid by the Closed-End Fund and those paid by the
fund may result from its reorganization as an open-end fund,
which must continuously meet redemptions.
[For the fiscal years ended September 30, 1999, 1998, and 1997,
the Closed-End Fund paid brokerage commissions of $________,
$_________, and $________, respectively. Significant changes in
brokerage commissions paid by the Closed-End Fund from year to
year may have resulted from changing asset levels throughout the
year. The Closed-End Fund may have paid both commissions and
spreads in connection with the placement of portfolio
transactions]. [For the fiscal years ended September 30, 1999,
1998, and 1997, the Closed-End Fund paid no brokerage
commissions.]
[During the fiscal years ended September 30, 1999, 1998, and
1997, the Closed-End Fund paid brokerage commissions of $_______,
$_______, and $_______, respectively, to NFSC.] NFSC is paid on a
commission basis. [During the fiscal year ended [month] [day],
[year], this amounted to approximately __% of the aggregate
brokerage commissions paid by the fund for transactions involving
approximately __% of the aggregate dollar amount of transactions
for which the fund paid brokerage commissions]. [The difference
between the percentage of aggregate brokerage commissions paid
to, and the percentage of the aggregate dollar amount of
transactions effected through, NFSC is a result of the low
commission rates charged by NFSC.] [NFSC has used a portion of
the commissions paid by the fund to reduce that fund's custodian
or transfer agent fees.]
[During the fiscal years ended September 30, 1999, 1998, and
1997, the Closed-End Fund paid brokerage commissions of $_____,
$_____, and $_____, respectively, to FBS.] FBS is paid on a
commission basis. [During the fiscal year ended [month] [day],
[year], this amounted to approximately __% of the aggregate
brokerage commissions paid by the fund for transactions involving
approximately __% of the aggregate dollar amount of transactions
for which the fund paid brokerage commissions.] [ The difference
between the percentage of aggregate brokerage commissions paid
to, and the percentage of the aggregate dollar amount of
transactions effected through, FBS is a result of the low
commission rates charged by FBS.] [FBS has used a portion of the
commissions paid by the fund to reduce that fund's custodian or
transfer agent fees.]
[During the fiscal years ended September 30, 1999, 1998, and
1997, the Closed-End Fund paid brokerage commissions of $_____,
$_____, and $_____, respectively, to FBSJ.] FBSJ is paid on a
commission basis. [During the fiscal year ended [month] [day],
[year], this amounted to approximately __% of the aggregate
brokerage commissions paid by the fund for transactions involving
approximately __% of the aggregate dollar amount of transactions
for which the fund paid brokerage commissions.] [The difference
between the percentage of aggregate brokerage commissions paid
to, and the percentage of the aggregate dollar amount of
transactions effected through, FBSJ is a result of the low
commission rates charged by FBSJ.][FBSJ has used a portion of the
commissions paid by the fund to reduce that fund's custodian or
transfer agent fees.]
[During the fiscal year ended September 30, 1999, the Closed-End
Fund paid $__ in brokerage commissions to firms that provided
research services involving approximately $__ of transactions.
The provision of research services was not necessarily a factor
in the placement of all this business with such firms.] [During
the fiscal year ended September 30, 1999, the Closed-End Fund
paid no brokerage commissions to firms that provided research
services.]
The Trustees of the 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 fund
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 fund could
purchase in the underwriting.
From time to time the Trustees will review whether the recapture
for the benefit of the fund of some portion of the brokerage
commissions or similar fees paid by the fund on portfolio
transactions is legally permissible and advisable. The 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 the
fund to seek such recapture.
Although the Trustees and officers of the fund are substantially
the same as those of other funds managed by FMR or its
affiliates, investment decisions for the fund are made
independently from those of other funds managed by FMR or
investment accounts managed by FMR or its affiliates. It
sometimes happens that the same security is held in the portfolio
of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment 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 investment 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 the fund is concerned. In other cases,
however, the ability of the fund to participate in volume
transactions will produce better executions and prices for the
fund. It is the current opinion of the Trustees that the
desirability of retaining FMR as investment adviser to the fund
outweighs any disadvantages that may be said to exist from
exposure to simultaneous transactions.
VALUATION
Each class's net asset value per share (NAV) is the value of a
single share. The NAV of each class is computed by adding the
class's pro rata share of the value of the fund's investments,
cash, and other assets, subtracting the class's pro rata share of
the fund's liabilities, subtracting the liabilities allocated to
the class, and dividing the result by the number of shares of
that class that are outstanding.
Portfolio securities are valued by various methods depending on
the primary market or exchange on which they trade. Most equity
securities for which the primary market is the United States are
valued at last sale price or, if no sale has occurred, at the
closing bid price. Most equity securities for which the primary
market is outside the United States are valued using the official
closing price or the last sale price in the principal market in
which they are traded. If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or closing bid
price normally is used. Securities of other open-end investment
companies are valued at their respective NAVs.
Fixed-income securities and other assets for which market
quotations are readily available may be valued at market values
determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal
market in which they normally are traded, as furnished by
recognized dealers in such securities or assets. Or, fixed-income
securities and convertible securities may be valued on the basis
of information furnished by a pricing service that uses a
valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of
pricing services has been approved by the Board of Trustees. A
number of pricing services are available, and the fund may use
various pricing services or discontinue the use of any pricing
service.
Futures contracts and options are valued on the basis of market
quotations, if available.
Independent brokers or quotation services provide prices of
foreign securities in their local currency. Fidelity Service
Company (FSC) gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and
then translates the value of foreign securities from their local
currencies into U.S. dollars. Any changes in the value of forward
contracts due to exchange rate fluctuations and days to maturity
are included in the calculation of NAV. If an event that is
expected to materially affect the value of a portfolio security
occurs after the close of an exchange or market on which that
security is traded, then that security will be valued in good
faith by a committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or
less for which market quotations and information furnished by a
pricing service are not readily available are valued either at
amortized cost or at original cost plus accrued interest, both of
which approximate current value.
The procedures set forth above need not be used to determine the
value of the securities owned by the fund if, in the opinion of a
committee appointed by the Board of Trustees, some other method
would more accurately reflect the fair value of such securities.
For example, securities and other assets for which there is no
readily available market value may be valued in good faith by a
committee appointed by the Board of Trustees. In making a good
faith determination of the value of a security, the committee may
review price movements in futures contracts and ADRs, market and
trading trends, the bid/ask quotes of brokers and off-exchange
institutional trading.
PERFORMANCE
A class may quote performance in various ways. All performance
information supplied by the fund in advertising is historical and
is not intended to indicate future returns. Each class's share
price and return fluctuate in response to market conditions and
other factors, and the value of fund shares when redeemed may be
more or less than their original cost.
The Closed-End Fund had the same investment objective and
substantially similar investment policies as the fund. On June
30, 2000, the Closed-End Fund was reorganized as an open-end fund
through a transfer of all of its assets and liabilities to the
fund. Shareholders of the Closed-End Fund received Class A shares
of the fund in exchange for their shares of the Closed-End Fund.
The returns presented below do not reflect Class A, Class T,
Class B, Class C, and Institutional Class total expenses. If the
effect of Class A, Class T, Class B, Class C, and Institutional
Class total expenses were reflected, returns may be lower than
those shown because Class A, Class T, Class B, Class C, and
Institutional Class may have higher total expenses than the
Closed-End Fund.
RETURN CALCULATIONS. 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 a
class's NAV over a stated period. A class's return may be
calculated by 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. A cumulative return reflects actual performance over a
stated period of time. Average annual 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 return of 100% over ten years would produce an average
annual 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 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 returns represent averaged figures
as opposed to the actual year-to-year performance of a class.
In addition to average annual returns, a class may quote
unaveraged or cumulative returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative 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.
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 return. Returns may be quoted on a before-tax or
after-tax basis. Returns may or may not include the effect of a
class's maximum sales charge or the effect of the fund's trading
fee on certain Class A shares held less than 200 days after June
30, 2000. Excluding a class's sales charge and trading fee from a
return calculation produces a higher return figure. Returns and
other performance information may be quoted numerically or in a
table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted
NAVs, and benchmark indexes may be used to exhibit performance.
An adjusted NAV includes any distributions paid by the fund and
reflects all elements of a class's return. Unless otherwise
indicated, a class's adjusted NAVs are not adjusted for sales
charges, if any.
MOVING AVERAGES. An equity fund may illustrate performance using
moving averages. A long-term moving average is the average of
each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted
closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to
produce indicators showing when an NAV has crossed, stayed above,
or stayed below its moving average. The 13-week and 39-week
long-term moving averages for the Closed-End Fund are shown in
the table below.
Fund 13-Week Long-Term Moving 39-Week Long-Term Moving
Average Average
Closed-End Fund* $ $
$ $
$ $
*On September 30, 1999.
HISTORICAL FUND RESULTS. The following table shows each class's
returns for the fiscal period ended September 30, 1999.
Class A and Class T have a maximum front-end sales charge of
5.75% and 3.50%, respectively, which is included in the average
annual and cumulative returns. Class B and Class C have a maximum
CDSC of 5.00% and 1.00%, respectively, which is included in the
average annual and cumulative returns.
Returns do not include the effect of Class A's 4.00% trading fee
on certain shares held less than 200 days after June 30, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Returns Cumulative Returns
One Year Five Years Life of Fund* One Year Five Years Life of
Fund*
Advisor Korea - Class A % % % % % %
Advisor Korea - Class T % % % % % %
Advisor Korea - Class B % % % % % %
Advisor Korea - Class C % % % % % %
Advisor Korea - Institutional % % % % % %
Class
</TABLE>
*From October 31, 1994 (commencement of operations of the
Closed-End Fund).
The following tables show the income and capital elements of each
class's cumulative 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 S&P 500 and DJIA comparisons are provided to show how each
class's return compared to the record of a market
capitalization-weighted index of common stocks and a narrower set
of stocks of major industrial companies, respectively, over the
same period. The fund has the ability to invest in securities not
included in either index, and its investment portfolio may or may
not be similar in composition to the indexes. 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.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of Advisor Korea during the
period from October 31, 1994 (commencement of operations of the
Closed-End Fund) to September 30, 1999, assuming all
distributions were reinvested. Returns are based on past results
and are not an indication of future performance. Tax consequences
of different investments (with the exception of foreign tax
withholdings) have not been factored into the figures below.
During the period from October 31, 1994 (commencement of
operations of the Closed-End Fund) to September 30, 1999, a
hypothetical $10,000 investment in Class A of Advisor Korea would
have grown to $______, including the effect of Class A's maximum
sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ADVISOR KOREA - CLASS A
INDEXES
Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P
500
Investment Distributions Gain Distributions
1999 $ $ $ $ $
1998 $ $ $ $ $
1997 $ $ $ $ $
1996 $ $ $ $ $
1995 $ $ $ $ $
1994* $ $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
ADVISOR KOREA - CLASS A INDEXES
Period Ended DJIA Cost of Living**
1999 $ $
1998 $ $
1997 $ $
1996 $ $
1995 $ $
1994* $ $
</TABLE>
* From October 31, 1994 (commencement of operations Of the
Closed-End Fund).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class
A of the fund on October 31, 1994, assuming the maximum sales
charge had been in effect, the net amount invested in Class A
shares was $_____. 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 $______. 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
$______ for dividends. If Class A's total expenses, including
12b-1 fee, had been reflected, returns may have been lower. The
figures in the table do not include the effect of Class A's 4.00%
trading fee applicable to shares received in connection with the
reorganization of the Closed-End Fund held less than 200 days
from June 30, 2000.
During the period from October 31, 1994 (commencement of
operations of the Closed-End Fund) to September 30, 1999, a
hypothetical $10,000 investment in Class T of Advisor Korea would
have grown to $______, including the effect of Class T's maximum
sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ADVISOR KOREA - CLASS T
INDEXES
Fiscal Year
Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P
500
Investment Distributions Gain Distributions
1999 $ $ $ $ $
1998 $ $ $ $ $
1997 $ $ $ $ $
1996 $ $ $ $ $
1995 $ $ $ $ $
1994* $ $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
ADVISOR KOREA - CLASS T INDEXES
Fiscal Year Ended DJIA Cost of Living**
1999 $ $
1998 $ $
1997 $ $
1996 $ $
1995 $ $
1994* $ $
</TABLE>
* From October 31, 1994 (commencement of operations of the
Closed-End Fund).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class
T of the fund on October 31, 1994, assuming the maximum sales
charge had been in effect, the net amount invested in Class T
shares was $_____. 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 $______. 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
$______ for dividends. If Class T's total expenses, including
12b-1 fee, had been reflected, returns may have been lower.
During the period from October 31, 1994 (commencement of
operations of the Closed-End Fund) to September 30,1999, a
hypothetical $10,000 investment in Class B of Advisor Korea would
have grown to $______, including the effect of Class B's maximum
sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ADVISOR KOREA - CLASS B
INDEXES
Fiscal Year
Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P
500
Investment Distributions Gain Distributions
1999 $ $ $ $ $
1998 $ $ $ $ $
1997 $ $ $ $ $
1996 $ $ $ $ $
1995 $ $ $ $ $
1994* $ $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
ADVISOR KOREA - CLASS B INDEXES
Fiscal Year Ended DJIA Cost of Living**
1999 $ $
1998 $ $
1997 $ $
1996 $ $
1995 $ $
1994* $ $
</TABLE>
* From October 31, 1994 (commencement of operations of the
Closed-End Fund).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class
B of the fund on October 31, 1994, the net amount invested in
Class B 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
$______. 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
$______ for dividends. If Class B's total expenses, including
12b-1 fee, had been reflected, returns may have been lower.
During the period from October 31, 1994 (commencement of
operations of the Closed-End Fund) to September 30, 1999, a
hypothetical $10,000 investment in Class C of Advisor Korea would
have grown to $______, including the effect of Class C's maximum
sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ADVISOR KOREA - CLASS C
INDEXES
Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P
500
Investment Distributions Gain Distributions
1999 $ $ $ $ $
1998 $ $ $ $ $
1997 $ $ $ $ $
1996 $ $ $ $ $
1995 $ $ $ $ $
1994* $ $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
ADVISOR KOREA - CLASS C INDEXES
Period Ended DJIA Cost of Living**
1999 $ $
1998 $ $
1997 $ $
1996 $ $
1995 $ $
1994* $ $
</TABLE>
* From October 31, 1994 (commencement of operations of the
Closed-End Fund).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class
C of the fund on October 31, 1994, the net amount invested in
Class C 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
$______. 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
$______ for dividends. If Class C's total expenses, including
12b-1 fee, had been reflected, returns may have been lower.
During the period from October 31, 1994 (commencement of
operations of the Closed-End Fund) to September 30, 1999, a
hypothetical $10,000 investment in Institutional Class of Advisor
Korea would have grown to $______.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ADVISOR KOREA - INSTITUTIONAL
CLASS
Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total
Value
Investment Distributions Gain Distributions
1999 $ $ $ $
1998 $ $ $ $
1997 $ $ $ $
1996 $ $ $ $
1995 $ $ $ $
1994* $ $ $ $
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ADVISOR KOREA - INSTITUTIONAL INDEXES
CLASS
Period Ended S&P 500 DJIA Cost of Living**
1999 $ $ $
1998 $ $ $
1997 $ $ $
1996 $ $ $
1995 $ $ $
1994* $ $ $
</TABLE>
* From October 31, 1994 (commencement of operations of the
Closed-End Fund).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of the fund on October 31, 1994, the net
amount invested in Institutional Class 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 $______. 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 $______ for dividends. If
Institutional Class's total expenses had been reflected, returns
may have been lower.
INTERNATIONAL INDEXES, MARKET CAPITALIZATION, AND NATIONAL
STOCK MARKET RETURN
The following tables show the total market capitalization of
certain countries according to the Morgan Stanley Capital
International indexes database, the total market capitalization
of Latin American countries according to the International
Finance Corporation Emerging Markets database, and the
performance of national stock markets as measured in U.S. dollars
by the Morgan Stanley Capital International stock market indexes
for the twelve months ended September 30, 1999. Of course, these
results are not indicative of future stock market performance or
the funds' performance. Market conditions during the periods
measured fluctuated widely. Brokerage commissions and other fees
are not factored into the values of the indexes.
MARKET CAPITALIZATION. Companies outside the United States now
make up nearly two-thirds of the world's stock market
capitalization. According to Morgan Stanley Capital
International, the size of the markets as measured in U.S.
dollars grew from $____ billion in 19__ to $____ billion in ___.
The following table measures the total market capitalization of
certain countries according to the Morgan Stanley Capital
International indexes database. The value of each market is
measured in billions of U.S. dollars as of September 30, 1999.
TOTAL MARKET CAPITALIZATION
Australia $ Japan $
Austria $ Malaysia $
Belgium $ Netherlands $
Canada $ Norway $
Denmark $ Singapore $
France $ Spain $
Germany $ Sweden $
Hong Kong $ Switzerland $
Italy $ United Kingdom $
United States $
The following table measures the total market capitalization of
Latin American countries according to the International Finance
Corporation Emerging Markets database. The value of each market
is measured in billions of U.S. dollars as of September 30, 1999.
TOTAL MARKET CAPITALIZATION - LATIN AMERICA
Argentina $
Brazil $
Chile $
Colombia $
Mexico $
Venezuela $
Peru $
Total Latin America $______
NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets
have outperformed the U.S. stock market. The first table below
represents the performance of national stock markets as measured
in U.S. dollars by the Morgan Stanley Capital International stock
market indexes for the twelve months ended September 30, 1999.
The second table shows the same performance as measured in local
currency. Each table measures return based on the period's change
in price, dividends paid on stocks in the index, and the effect
of reinvesting dividends net of any applicable foreign taxes.
These are unmanaged indexes composed of a sampling of selected
companies representing an approximation of the market structure
of the designated country.
STOCK MARKET PERFORMANCE
MEASURED IN U.S. DOLLARS
Australia % Japan %
Austria % Malaysia %
Belgium % Netherlands %
Canada % Norway %
Denmark % Singapore %
France % Spain %
Germany % Sweden %
Hong Kong % Switzerland %
Italy % United Kingdom %
United States %
STOCK MARKET PERFORMANCE
MEASURED IN LOCAL CURRENCY
Australia % Japan %
Austria % Malaysia %
Belgium % Netherlands %
Canada % Norway %
Denmark % Singapore %
France % Spain %
Germany % Sweden %
Hong Kong % Switzerland %
Italy % United Kingdom %
United States %
The following table shows the average annualized stock market
returns measured in U.S. dollars as of September 30, 1999.
STOCK MARKET PERFORMANCE
Five Years Ended Ten Years Ended
2000 2000
% %
Germany % %
Hong Kong % %
Japan % %
Spain % %
United Kingdom % %
United States % %
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 Inc. (Lipper), an independent service located in Summit,
New Jersey that monitors the performance of mutual funds.
Generally, Lipper rankings are based on return, assume
reinvestment of distributions, do not take sales charges or
trading fees into consideration, and are prepared without regard
to tax consequences. In addition to the mutual fund rankings, a
class's performance may be compared to stock, bond, and money
market mutual fund performance indexes prepared by Lipper or
other organizations. When comparing these indexes, 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's performance may also be compared to that of the index
representing the universe of securities in which the fund may
invest. The return of the index reflects reinvestment of all
dividends and capital gains paid by securities included in the
index. Unlike a class's returns, however, the index's returns do
not reflect brokerage commissions, transaction fees, or other
costs of investing directly in the securities included in the
index.
Advisor Korea may compare its performance to that of the Korea
Composite Stock Price Index (KOSPI) is a market
capitalization-weighted index of all common stocks listed on the
Korea Stock Exchange.
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, the fund may offer greater
liquidity or higher potential returns than CDs, the 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 CPI), and combinations of various capital markets.
The performance of these capital markets is based on the returns
of different indexes.
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 returns in the same method as the funds. The
funds may also compare performance to that of other compilations
or indexes that may be developed and made available in the
future.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; model portfolios or allocations; and saving
for college or other goals. 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.
The fund may be advertised as part of certain asset allocation
programs involving other Fidelity or non-Fidelity mutual funds.
These asset allocation programs may advertise a model portfolio
and its performance results.
The fund may be advertised as part of a no transaction fee (NTF)
program in which Fidelity and non-Fidelity mutual funds are
offered. An NTF program may advertise performance results.
A class may present its fund number, Quotron(trademark) number,
and CUSIP number, and discuss or quote the fund's current
portfolio manager.
VOLATILITY. A class may quote various measures of volatility and
benchmark correlation in advertising. In addition, the class may
compare these measures to those of other funds. Measures of
volatility seek to compare a class's historical share price
fluctuations or returns to those of a benchmark. Measures of
benchmark correlation indicate how valid a comparative benchmark
may be. All measures of volatility and correlation are calculated
using averages of historical data.
MOMENTUM INDICATORS indicate a class's price movements over
specific periods of time. Each point on the momentum indicator
represents a class's percentage change in price movements over
that period.
The fund may advertise examples of the effects of periodic
investment plans, including the principle of dollar cost
averaging. In such a program, an investor invests a fixed dollar
amount in a fund at periodic intervals, thereby purchasing fewer
shares when prices are high and more shares when prices are low.
While such a strategy does not assure a profit or guard against
loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the
same intervals. In evaluating such a plan, investors should
consider their ability to continue purchasing shares during
periods of low price levels.
The 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, 2000, FMR advised over $__ billion in municipal
fund assets, $__ billion in taxable fixed-income fund assets, $__
billion in money market fund assets, $___ billion in equity fund
assets, $__ billion in international fund assets, and $___
billion in Spartan(registered trademark) fund assets. The fund
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.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its
right to waive Class A's and Class T's front-end sales charge on
shares acquired through reinvestment of dividends and capital
gain distributions or in connection with a fund's merger with or
acquisition of any investment company or trust. In addition, FDC
has chosen to waive Class A's and Class T's front-end sales
charge in certain instances due to sales efficiencies and
competitive considerations. The sales charge will not apply:
CLASS A SHARES ONLY
1. to shares purchased for an employee benefit plan (as defined
in the Employee Retirement Income Security Act) (except a SIMPLE
IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or a 403(b) program with at least $25 million or more in plan
assets;
2. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or a 403(b) program investing through an insurance company
separate account used to fund annuity contracts;
3. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or a 403(b) program investing through a trust institution, bank
trust department or insurance company, or any such institution's
broker-dealer affiliate that is not part of an organization
primarily engaged in the brokerage business. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) and 403(b) programs that participate in the
Advisor Retirement Connection do not qualify for this waiver;
4. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or a 403(b) program investing through an investment professional
sponsored program that requires the participating employee
benefit plan to initially invest in Class C or Class B shares
and, upon meeting certain criteria, subsequently requires the
plan to invest in Class A shares;
5. to shares purchased by a trust institution or bank trust
department for a managed account that is charged an asset-based
fee. Employee benefit plans (except SIMPLE IRA, SEP, and SARSEP
plans and plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)), 403(b) programs and
accounts managed by third parties do not qualify for this waiver;
6. to shares purchased by a broker-dealer for a managed account
that is charged an asset-based fee. Employee benefit plans
(except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) and 403(b) programs do not qualify for this
waiver;
7. to shares purchased by a registered investment adviser that is
not part of an organization primarily engaged in the brokerage
business for an account that is managed on a discretionary basis
and is charged an asset-based fee. Employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) and 403(b) programs do not qualify for this
waiver;
8. to shares purchased with proceeds from the sale of front-end
load shares of a non-Advisor mutual fund for an account
participating in the FundSelect by Nationwide program;
9. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements
with FDC. A member of the immediate family of a bank trust
officer, a registered representative or other employee of
investment professionals having agreements with FDC, is a spouse
of one of those individuals, an account for which one of those
individuals is acting as custodian for a minor child, and a trust
account that is registered for the sole benefit of a minor child
of one of those individuals; or
10. to shares purchased by the Fidelity Investments Charitable
Gift Fund; or
11. to shares received in connection with the reorganization of
Fidelity Advisor Korea Fund, Inc.
A sales load waiver form must accompany these transactions.
CLASS T SHARES ONLY
1. to shares purchased for an insurance company separate account
used to fund annuity contracts for employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) or 403(b) programs;
2. to shares purchased by a trust institution or bank trust
department for a managed account that is charged an asset-based
fee. Accounts managed by third parties do not qualify for this
waiver;
3. to shares purchased by a broker-dealer for a managed account
that is charged an asset-based fee;
4. to shares purchased by a registered investment adviser that
is not part of an organization primarily engaged in the brokerage
business for an account that is managed on a discretionary basis
and is charged an asset-based fee;
5. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans))
or a 403(b) program;
6. to shares purchased for a Fidelity or Fidelity Advisor
account (including purchases by exchange) with the proceeds of a
distribution from (i) an insurance company separate account used
to fund annuity contracts for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R.
10 plans) that are invested in Fidelity Advisor or Fidelity funds
or (ii) an employee benefit plan, 403(b) program or plan covering
a sole-proprietor (formerly Keogh/H.R. 10 plan) that is invested
in Fidelity Advisor or Fidelity funds. (Distributions other than
those transferred to an IRA account must be transferred directly
into a Fidelity account.);
7. to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;
8. to shares purchased with redemption proceeds from other mutual
fund complexes on which the investor has paid a front-end or
contingent deferred sales charge (CDSC);
9. to shares purchased by a current or former Trustee or officer
of a Fidelity fund or a current or retired officer, director, or
regular employee of FMR Corp. or Fidelity International Limited
(FIL) or their direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or
employee, a Fidelity Trustee or employee acting as custodian for
a minor child, or a person acting as trustee of a trust for the
sole benefit of the minor child of a Fidelity Trustee or
employee;
10. to shares purchased by a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code,
but excluding the Fidelity Investments Charitable Gift Fund)
investing $100,000 or more;
11. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements
with FDC. A member of the immediate family of a bank trust
officer, a registered representative or other employee of
investment professionals having agreements with FDC, is a spouse
of one of those individuals, an account for which one of those
individuals is acting as custodian for a minor child, and a trust
account that is registered for the sole benefit of a minor child
of one of those individuals;
12. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable
organization (as defined for purposes of Section 501(c)(3) of the
Internal Revenue Code);
13. to shares purchased with distributions of income, principal,
and capital gains from Fidelity Defined Trusts; or
14. to shares purchased by the Fidelity Investments Charitable
Gift Fund.
A sales load waiver form must accompany these transactions.
CLASS B AND CLASS C SHARES ONLY
The Class B or Class C CDSC will not apply to the redemption of
shares:
1. For disability or death, provided that the shares are sold
within one year following the death or the initial determination
of disability;
2. That are permitted without penalty at age 70 1/2 pursuant to
the Internal Revenue Code from retirement plans or accounts
(other than of shares purchased on or after February 11, 1999 for
Traditional IRAs, Roth IRAs and Rollover IRAs);
3. For disability, payment of death benefits, or minimum
required distributions starting at age 70 1/2 from Traditional
IRAs, Roth IRAs and Rollover IRAs purchased on or after February
11, 1999;
4. Through the Fidelity Advisor Systematic Withdrawal Program;
or
5. (Applicable to Class C only) From an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly
Keogh/H.R. 10 plan).
A waiver form must accompany these transactions.
INSTITUTIONAL CLASS SHARES ONLY
Institutional Class shares are offered to:
1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested
in the Institutional Class of the Advisor funds. In addition,
employee benefit plans, 403(b) programs and plans covering
sole-proprietors (formerly Keogh/H.R. 10 plans) must have at
least $50 million in plan assets;
2. Registered investment adviser managed account programs,
provided the registered investment adviser is not part of an
organization primarily engaged in the brokerage business and the
program (i) charges an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the
Advisor funds. In addition, accounts other than an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly a Keogh/H.R. 10 plan) in the program must be managed on
a discretionary basis;
3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the
Advisor funds. Accounts managed by third parties are not eligible
to purchase Institutional Class shares;
4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;
5. Current or former Trustees or officers of a Fidelity fund or
current or retired officers, directors, or regular employees of
FMR Corp. or FIL or their direct or indirect subsidiaries
(Fidelity Trustee or employee), spouses of Fidelity Trustees or
employees, Fidelity Trustees or employees acting as a custodian
for a minor child, or persons acting as trustee of a trust for
the sole benefit of the minor child of a Fidelity Trustee or
employee; and
6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R.
10 plans) that (i) charge an asset-based fee and (ii) will have
at least $1 million invested in the Institutional Class of the
Advisor funds. Insurance company programs for employee benefit
plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) include such programs offered by a
broker-dealer affiliate of an insurance company, provided that
the affiliate is not part of an organization primarily engaged in
the brokerage business.
For purchases made by managed account programs, insurance company
separate accounts or insurance company programs for employee
benefit plans, 403(b) programs or plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans), Fidelity reserves the right to
waive the requirement that $1 million be invested in the
Institutional Class of the Advisor funds.
FOR CLASS A AND CLASS T SHARES ONLY
FINDER'S FEE. For all funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more that qualify for a Class
A load waiver, (ii) Class A shares in amounts of $25 million or
more, or (iii) Class T shares in amounts of $1 million or more,
investment professionals will be compensated with a fee at the
rate of 0.25% of the purchase amount. Except as provided below,
Class A eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $25
million or more; an individual trade of $1 million or more that
is load waived; a trade which brings the value of the accumulated
account(s) of an investor (including an employee benefit plan
(except a SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly a Keogh/H.R. 10 plan))
or 403(b) program) past $25 million; a load waived trade that
brings the value of the accumulated account(s) of an investor
(including an employee benefit plan (except a SEP or SARSEP plan
or a plan covering self-employed individuals and their employees
(formerly a Keogh/H.R. 10 plan)) or 403(b) program) past $1
million; a trade for an investor with an accumulated account
value of $25 million or more; a load waived trade for an investor
with an accumulated account value of $1 million or more; an
incremental trade toward an investor's $25 million "Letter of
Intent;" and an incremental load waived trade toward an
investor's $1 million "Letter of Intent." Except as provided
below, Class T eligible purchases are the following purchases
made through broker-dealers and banks: an individual trade of $1
million or more; a trade which brings the value of the
accumulated account(s) of an investor (including an employee
benefit plan (except a SEP or SARSEP plan or a plan covering
self-employed individuals and their employees (formerly a
Keogh/H.R. 10 plan)) or 403(b) program) past $1 million; a trade
for an investor with an accumulated account value of $1 million
or more; and an incremental trade toward an investor's $1 million
"Letter of Intent."
Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan
sponsor) level, not at the separate account level. Upon request,
anyone claiming eligibility for the 0.25% fee with respect to
shares held by an insurance company separate account must provide
FDC access to records detailing purchases at the client level.
For the purpose of determining the availability of Class A or
Class T finder's fees, purchases of Class A or Class T shares
made (i) with the proceeds from the redemption of shares of any
Fidelity fund or (ii) by the Fidelity Investments Charitable Gift
Fund, will not be considered "eligible purchases."
Except as provided below, any assets on which a finder's fee has
been paid will bear a contingent deferred sales charge (Class A
or Class T CDSC) if they do not remain in Class A or Class T
shares of the Fidelity Advisor Funds, or Daily Money Class shares
of Treasury Fund, Prime Fund or Tax-Exempt Fund, for a period of
at least one uninterrupted year. The Class A or Class T CDSC will
be 0.25% of the lesser of the cost of the Class A or Class T
shares, as applicable, at the initial date of purchase or the
value of those Class A or Class T shares, as applicable, at
redemption, not including any reinvested dividends or capital
gains. Class A and Class T shares acquired through distributions
(dividends or capital gains) will not be subject to a Class A or
Class T CDSC. In determining the applicability and rate of any
Class A or Class T CDSC at redemption, Class A or Class T shares
representing reinvested dividends and capital gains will be
redeemed first, followed by those Class A or Class T shares that
have been held for the longest period of time.
Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.
The Class A or Class T CDSC will not apply to the redemption of
shares:
1. Held by insurance company separate accounts;
2. For plan loans or distributions or exchanges to non-Advisor
fund investment options from employee benefit plans (except
shares of SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans) purchased on or after February 11, 1999) and
403(b) programs; or
3. For disability, payment of death benefits, or minimum
required distributions starting at age 70 1/2 from Traditional
IRAs, Roth IRAs, SIMPLE IRAs, SEPs, SARSEPS and plans covering a
sole proprietor or self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans).
A waiver form must accompany these transactions.
CLASS A AND CLASS T SHARES ONLY
COMBINED PURCHASE, RIGHTS OF ACCUMULATION AND LETTER OF INTENT
PROGRAMS. The following qualify as an "individual" or "company"
for the purposes of determining eligibility for the Combined
Purchase, Rights of Accumulation or Letter of Intent program: an
individual, spouse and their children under age 21 purchasing for
his/her or their own account; a trustee, administrator or other
fiduciary purchasing for a single trust estate or a single
fiduciary account or for a single or parent-subsidiary group of
"employee benefit plans" (except SEP and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)) and 403(b) programs; and tax-exempt
organizations (as defined in Section 501(c)(3) of the Internal
Revenue Code).
COMBINED PURCHASE. For your purchases to be aggregated for the
purpose of qualifying for the Combined Purchase program, they
must be made on the same day through one investment professional.
RIGHTS OF ACCUMULATION. The current value of your holdings is
determined at the NAV at the close of business on the day you
purchase the Class A or Class T shares to which the current value
of your holdings will be added. For your purchases and holdings
to be aggregated for the purpose of qualifying for the Rights of
Accumulation program, they must have been made through one
investment professional.
LETTER OF INTENT. You must file your Letter of Intent (Letter)
with Fidelity within 90 days of the start of your purchases
toward completing your Letter. For your purchases to be
aggregated for the purpose of completing your Letter, they must
be made through one investment professional. Your initial
purchase toward completing your Letter must be at least 5% of the
total investment specified in your Letter. Class A and Class T
shares acquired through an employee benefit plan, a Traditional
IRA, a Roth IRA, a rollover IRA, a 403(b) program, or a plan
covering a sole proprietor (formerly Keogh/H.R. 10 plan) will be
included for purposes of completing your Letter but may not be
used to meet the initial investment minimum of 5% of the total
investment specified in your Letter. Fidelity will register Class
A or Class T shares equal to 5% of the total investment specified
in your Letter in your name and will hold those shares in escrow.
You will earn income, dividends and capital gain distributions on
escrowed Class A and Class T shares. The escrow will be released
when you complete your Letter. You are not obligated to complete
your Letter. If you do not complete your Letter, you must pay the
increased front-end sales charges due. If you do not pay the
increased front-end sales charges within 20 days after the date
your Letter expires, Fidelity will redeem sufficient escrowed
Class A or Class T shares to pay any applicable front-end sales
charges. If you purchase more than the amount specified in your
Letter and qualify for additional Class A or Class T front-end
sales charge reductions, the front-end sales charge will be
adjusted to reflect your total purchase at the end of 13 months
and the surplus amount will be applied to your purchase of
additional Class A or Class T shares at the then-current offering
price applicable to the total investment.
ALL CLASSES
The fund may make redemption payments in whole or in part in
readily marketable securities or other property, valued for this
purpose as they are valued in computing the fund's NAV, if FMR
determines it is in the best interests of the fund. Shareholders
that receive 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.
DISTRIBUTIONS AND TAXES
DIVIDENDS. Because the fund invests significantly in foreign
securities, corporate shareholders should not expect fund
dividends to qualify for the dividends-received deduction.
Short-term capital gains are taxable as dividends, but do not
qualify for the dividends-received deduction.
CAPITAL GAIN DISTRIBUTIONS. The fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains.
RETURNS OF CAPITAL. If the fund's distributions exceed its
taxable income and capital gains realized during a taxable year,
all or a portion of the distributions made in the same taxable
year may be recharacterized as a return of capital to
shareholders. A return of capital distribution will generally not
be taxable, but will reduce each shareholder's cost basis in the
fund and result in a higher reported capital gain or lower
reported capital loss when those shares on which the distribution
was received are sold.
FOREIGN TAX CREDIT OR DEDUCTION. Foreign governments may withhold
taxes on dividends and interest earned by the fund with respect
to foreign securities. Foreign governments may also impose taxes
on other payments or gains with respect to foreign securities.
If, at the close of its fiscal year, more than 50% of the fund's
total assets is invested in securities of foreign issuers, the
fund may elect to pass through eligible foreign taxes paid and
thereby allow shareholders to take a deduction or, if they meet
certain holding period requirements with respect to fund shares,
a credit on their individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as
a "regulated investment company" under Subchapter M of the
Internal Revenue Code 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, the 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.
OTHER TAX INFORMATION. The information above is only a summary of
some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual
tax consequences. It is up to you or your tax preparer to
determine whether the sale of shares of the fund resulted in a
capital gain or loss or other tax consequence to you. 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.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive
officers of the trust and fund, as applicable, are listed below.
The Board of Trustees governs the fund and is responsible for
protecting the interests of shareholders. The Trustees are
experienced executives who meet periodically throughout the year
to oversee the fund's activities, review contractual arrangements
with companies that provide services to the fund, and review the
fund's performance. 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 or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) 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(registered trademark), 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 (70), Trustee, is President of Fidelity
Advisor Korea Fund. Mr. Johnson also serves as President of other
Fidelity funds. He is Chief Executive Officer, Chairman, 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 Management & Research (U.K.) Inc. and of Fidelity
Management & Research (Far East) Inc.; Chairman (1998) and a
Director (1997) of Fidelity Investments Money Management, Inc.;
Chairman and Representative Director of Fidelity Investments
Japan Limited (1997); and a Director of FDC and of FMR Co., Inc.
(2000). Abigail Johnson, Member of the Advisory Board of Fidelity
Advisor Series VIII, is Mr. Johnson's daughter.
ABIGAIL P. JOHNSON (38), Member of the Advisory Board of Fidelity
Advisor Series VIII (1999), is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before
assuming her current responsibilities, Ms. Johnson managed a
number of Fidelity funds. Edward C. Johnson 3d, Trustee and
President of the Funds, is Ms. Johnson's father.
J. MICHAEL COOK (_), Member of the Advisory Board (2000). Prior
to Mr. Cook's retirement in May 1999, he served as Chairman and
Chief Executive Officer of Deloitte & Touche LLP, Chairman of the
Deloitte & Touche Foundation, and a member of the Board of
Deloitte Touche Tohmatsu. He currently serves as an Executive in
Residence of the Columbia Business School and as a Director of
Dow Chemical Company (2000), Columbia/HCA Healthcare Corporation
(1999), and Children First (1999). He is a member of the
Executive Committee of the Securities Regulation Institute, a
member of the Advisory Board of Boardroom Consultants, a Director
of the National Forum for Health Care Quality, Measurement and
Reporting, past chairman and a member of the Board of Catalyst (a
leading organization for the advancement of women in business),
and is a Director of the STAR Foundation (Society to Advance the
Retarded and Handicapped). He also serves as a member of the
Board and Executive Committee and as Co-Chairman of the Audit and
Finance Committee of the Center for Strategic & International
Studies, a member of the Board of Overseers of the Columbia
Business School, and a Member of the Advisory Board of the
Graduate School of Business of the University of Florida.
RALPH F. COX (68), 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 Waste Management Inc. (non-hazardous waste, 1993),
CH2M Hill Companies (engineering), and Bonneville Pacific
(independent power and petroleum production). In addition, he is
a member of advisory boards of Texas A&M University and the
University of Texas at Austin.
PHYLLIS BURKE DAVIS (68), Trustee. Mrs. Davis is retired from
Avon Products, Inc. where she held various positions including
Senior Vice President of Corporate Affairs and Group Vice
President of U.S. sales, distribution, and manufacturing. She is
currently a Director of BellSouth Corporation
(telecommunications), Eaton Corporation (manufacturing), and the
TJX Companies, Inc. (retail stores), and previously served as a
Director of Hallmark Cards, Inc., Nabisco Brands, Inc. , and
Standard Brands, Inc. In addition, she is a member of the Board
of Directors of the Southampton Hospital in Southampton, N.Y.
(1998).
ROBERT M. GATES (56), 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
Charles Stark Draper Laboratory (non-profit), NACCO Industries,
Inc. (mining and manufacturing), and TRW Inc. (automotive, space,
defense, and information technology). Mr. Gates previously served
as a Director of LucasVarity PLC (automotive components and
diesel engines). He is currently serving as Dean of the George
Bush School of Government and Public Service at Texas A & M
University (1999-2000). Mr. Gates also is 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.
DONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business. 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 previously
served as a Director of General Re Corporation (reinsurance,
1987-1998) and as a Director of Valuation Research Corp.
(appraisals and valuations, 1993-1995). He serves as Chairman of
the Board of Directors of National Arts Stabilization Inc.,
Chairman of the Board of Trustees of the Greenwich Hospital
Association, Director of the Yale-New Haven Health Services Corp.
(1998), Vice Chairman 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).
NED C. LAUTENBACH (56), Trustee (2000), has been a partner of
Clayton, Dubilier & Rice, Inc. (private equity investment firm)
since September 1998. Mr. Lautenbach was Senior Vice President of
IBM Corporation from 1992 until his retirement in July 1998. From
1993 to 1995 he was Chairman of IBM World Trade Corporation. He
also was a member of IBM's Corporate Executive Committee from
1994 to July 1998. He is a Director of PPG Industries Inc.
(glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc.
(data identification, retrieval, storage, and analysis).
*PETER S. LYNCH (57), Trustee, is Vice Chairman and a Director of
FMR; and a Director of FMR Co., Inc. (2000). 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 (66), Trustee (1997), is the Interim Chancellor
for the University of North Carolina at Chapel Hill. Previously
he had served from 1995 through 1998 as Vice President of Finance
for the University of North Carolina (16-school system). 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),
Duke-Weeks Realty Corporation (real estate, 1994), Carolina Power
and Light Company (electric utility, 1996), the Kenan Transport
Company (trucking, 1996), and Dynatech Corporation (electronics,
1999). Previously, he was a Director of First American
Corporation (bank holding company, 1979-1996). In addition, Mr.
McCoy served as a member of the Board of Visitors for the
University of North Carolina at Chapel Hill (1994-1998) and
currently serves on the Board of Visitors of the Kenan-Flager
Business School (University of North Carolina at Chapel Hill,
1988).
GERALD C. McDONOUGH (72), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director and
Chairman of the Board 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 (67), Trustee (1993), is Chairman Emeritus of
Lexmark International, Inc. (office machines, 1991) where he
still remains a member of the Board. 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). He is a Board member of Dynatech
Corporation (electronics, 1999).
*ROBERT C. POZEN (53), Trustee (1997), is Senior Vice President
of Fidelity Advisor Korea Fund. Mr. Pozen also serves as Senior
Vice President of other Fidelity funds (1997). He is President
and a Director of FMR (1997), Fidelity Management & Research
(U.K.) Inc. (1997), Fidelity Management & Research (Far East)
Inc. (1997), Fidelity Investments Money Management, Inc. (1998),
and FMR Co., Inc. (2000); and a Director of Strategic Advisers,
Inc. (1999). Previously, Mr. Pozen served as General Counsel,
Managing Director, and Senior Vice President of FMR Corp.
THOMAS R. WILLIAMS (71), 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 National Life Insurance Company of
Vermont and American Software, Inc. Mr. Williams was previously a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), and Avado, Inc. (restaurants).
RICHARD A. SPILLANE, JR. (49), is Vice President of certain
Equity Funds and Senior Vice President of FMR (1997). Since
joining Fidelity, Mr. Spillane is Chief Investment Officer for
Fidelity International, Limited. Prior to that position, Mr.
Spillane served as Director of Research.
ERIC D. ROITER (51), is Secretary of Fidelity Advisor Korea Fund.
He also serves as Secretary of other Fidelity funds (1998); Vice
President, General Counsel, and Clerk of FMR (1998); and Vice
President and Clerk of FDC (1998). Prior to joining Fidelity, Mr.
Roiter was with the law firm of Debevoise & Plimpton, as an
associate (1981-1984) and as a partner (1985-1997), and served as
an Assistant General Counsel of the U.S. Securities and Exchange
Commission (1979-1981). Mr. Roiter was an Adjunct Member, Faculty
of Law, at Columbia University Law School (1996-1997).
ROBERT A. DWIGHT (42), is Treasurer of Fidelity Advisor Korea
Fund. Mr. Dwight also serves as Treasurer of other Fidelity funds
(2000) and is an employee of FMR. Prior to becoming Treasurer of
the Fidelity funds, he served as President of Fidelity Accounting
and Custody Services (FACS). Before joining Fidelity, Mr. Dwight
was Senior Vice President of fund accounting operations for The
Boston Company.
MARIA F. DWYER (41), is Deputy Treasurer of Fidelity Advisor
Korea Fund. She also serves as Deputy Treasurer of other Fidelity
funds (2000) and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as
Director of Compliance for MFS Investment Management.
MATTHEW N. KARSTETTER (38), is Deputy Treasurer of Fidelity
Advisor Korea Fund. He also serves as Deputy Treasurer of other
Fidelity funds (1998) and is an employee of FMR (1998). Before
joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at
American Express Financial Advisors (1996-1998). Prior to 1996,
Mr. Karstetter was Vice President, Mutual Fund Services at State
Street Bank & Trust (1991-1996).
JOHN H. COSTELLO (53), is Assistant Treasurer of Fidelity Advisor
Korea Fund. Mr. Costello also serves as Assistant Treasurer of
other Fidelity funds and is an employee of FMR.
The following table sets forth information describing the
compensation of each Trustee and Member of the Advisory Board of
the fund for his or her services for the fiscal year ended
_______, 2000, or calendar year ended December 31, 1999, as
applicable.
<TABLE>
<CAPTION>
<S> <C> <C>
COMPENSATION TABLE
Trustees and Member of the Aggregate Compensation from Total Compensation from the
Advisory Board Advisor Korea FundB,C ,+ Fund Complex* A
Edward C. Johnson 3d ** $ 0 $ 0
Abigail P. Johnson ** $ 0 $ 0
J. Michael Cook***** $ 0 $ 0
Ralph F. Cox $ $ 217,500
Phyllis Burke Davis $ $ 211,500
Robert M. Gates $ $ 217,500
E. Bradley Jones**** $ $ 217,500
Donald J. Kirk $ $ 217,500
Ned C. Lautenbach *** $ 0 $ 54,000
Peter S. Lynch ** $ 0 $ 0
William O. McCoy $ $ 214,500
Gerald C. McDonough $ $ 269,000
Marvin L. Mann $ $ 217,500
Robert C. Pozen** $ 0 $ 0
Thomas R. Williams $ $213,000
</TABLE>
* Information is for the calendar year ended December 31, 1999
for 236 funds in the complex.
** Interested Trustees of the fund and Ms. Johnson are
compensated by FMR.
*** During the period from October 14, 1999 through December 31,
1999, Mr. Lautenbach served as a Member of the Advisory Board.
Effective January 1, 2000, Mr. Lautenbach serves as a Member of
the Board of Trustees.
**** Mr. Jones served on the Board of Trustees through December
31, 1999.
***** Effective April 1, 2000, Mr. Cook serves as a Member of the
Advisory Board.
+ Estimated
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, 1999, the
Trustees accrued required deferred compensation from the funds as
follows: Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000;
Robert M. Gates, $75,000; 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, $53,735; William O. McCoy, $53,735; and Thomas R.
Williams, $62,319.
[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, $__; Phyllis Burke Davis,
$__; Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk,
$__; William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L.
Mann, $__; and Thomas R. Williams, $__.]
[D Certain of the non-interested Trustees' aggregate compensation
from the fund includes accrued voluntary deferred compensation as
follows: [trustee name, dollar amount of deferred compensation,
fund name]; [trustee name, dollar amount of deferred
compensation, fund name]; and [trustee name, dollar amount of
deferred compensation, fund name].]
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 the public offering of shares of the fund, 100% of the
fund's total outstanding shares was held by [FMR][and][an] FMR
affiliate[s]. FMR Corp. is the ultimate parent company of
[FMR][[and] [this/these] FMR affiliate[s]. By virtue of their
ownership interest in FMR Corp., as described in the "Control of
Investment Adviser[s]" section on page __, Mr. Edward C. Johnson
3d, President and Trustee of the fund, and Ms. Abigail P.
Johnson, Member of the Advisory Board of the fund, may be deemed
to be a beneficial owner of these shares.]
[As of ________, the Trustees , Members of the Advisory Board,
and officers of the fund owned, in the aggregate, less than __%
of the fund's total outstanding shares.
CONTROL OF INVESTMENT ADVISERS
FMR Corp., organized in 1972, is the ultimate parent company of
FMR, Fidelity Management & Research (U.K.) Inc. (FMR U.K.),
Fidelity Management & Research (Far East) Inc. (FMR Far East) and
FMR Co., Inc. (FMRC). 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
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 International Limited (FIL), a Bermuda company formed in
1968, is the ultimate parent company of Fidelity International
Investment Advisors (FIIA), Fidelity Investments Japan Limited
(FIJ) and Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L). Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family
own, directly or indirectly, more than 25% of the voting common
stock of FIL. FIL provides investment advisory services to
non-U.S. investment companies and institutional investors
investing in securities throughout the world.
The fund, FMR, FMRC, FMR U.K., FMR Far East, FIJ, FIIA,
FIIA(U.K.)L, and FDC have adopted a code of ethics under Rule
17j-1 of the 1940 Act that sets forth employees' fiduciary
responsibilities regarding the fund, establishes procedures for
personal investing, and restricts certain transactions. Employees
subject to the code of ethics, including Fidelity investment
personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by
the fund.
MANAGEMENT CONTRACT
The fund has entered into a management contract with FMR,
pursuant to which FMR furnishes investment advisory and other
services.
MANAGEMENT SERVICES. Under the terms of its management contract
with the 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 the fund with all necessary
office facilities and personnel for servicing the fund's
investments, compensates all officers of the fund and all
Trustees who are "interested persons" of the trust or of FMR, and
all personnel of the 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 the fund. These services
include providing facilities for maintaining the fund's
organization; supervising relations with custodians, transfer and
pricing agents, accountants, underwriters and other persons
dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining
the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under
state securities laws; developing management and shareholder
services for the 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, and the costs associated with securities
lending , as applicable, the fund or each class thereof, as
applicable, pays all of its expenses that are not assumed by
those parties. The 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. The 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 the 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 the fund 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. The 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 FEE. For the services of FMR under the management
contract, the fund pays FMR a monthly management fee which has
two components: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of
all of the registered investment companies with which FMR has
management contracts.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate
0 - $3 billion .5200% $ 1 billion .5200%
3 - 6 .4900 50 .3823
6 - 9 .4600 100 .3512
9 - 12 .4300 150 .3371
12 - 15 .4000 200 .3284
15 - 18 .3850 250 .3219
18 - 21 .3700 300 .3163
21 - 24 .3600 350 .3113
24 - 30 .3500 400 .3067
30 - 36 .3450 450 .3024
36 - 42 .3400 500 .2982
42 - 48 .3350 550 .2942
48 - 66 .3250 600 .2904
66 - 84 .3200 650 .2870
84 - 102 .3150 700 .2838
102 - 138 .3100 750 .2809
138 - 174 .3050 800 .2782
174 - 210 .3000 850 .2756
210 - 246 .2950 900 .2732
246 - 282 .2900 950 .2710
282 - 318 .2850 1,000 .2689
318 - 354 .2800 1,050 .2669
354 - 390 .2750 1,100 .2649
390 - 426 .2700 1,150 .2631
426 - 462 .2650 1,200 .2614
462 - 498 .2600 1,250 .2597
498 - 534 .2550 1,300 .2581
534 - 587 .2500 1,350 .2566
587 - 646 .2463 1,400 .2551
646 - 711 .2426
711 - 782 .2389
782 - 860 .2352
860 - 946 .2315
946 - 1,041 .2278
1,041 - 1,145 .2241
1,145 - 1,260 .2204
Over 1,260 .2167
</TABLE>
The group fee rate is calculated on a cumulative basis pursuant
to the graduated fee rate schedule shown above on the left. The
schedule above on the right shows the effective annual group fee
rate at various asset levels, which is the result of cumulatively
applying the annualized rates on the left. For example, the
effective annual fee rate at $___ billion of group net assets -
the approximate level for April 30, 2000 - was __%, which is the
weighted average of the respective fee rates for each level of
group net assets up to $__ billion.
The fund's individual fund fee rate is 0.55% . Based on the
average group net assets of the funds advised by FMR for _______
2000, the fund's annual management fee rate would be calculated
as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Management Fee Rate
Advisor Korea 0.___% + 0.55% = 0.___%
</TABLE>
One-twelfth of the management fee rate is applied to the fund's
average net assets for the month, giving a dollar amount which is
the fee for that month.
FMR may, from time to time, voluntarily reimburse all or a
portion of a class's operating expenses (exclusive of interest,
taxes, certain securities lending costs, brokerage commissions,
and extraordinary expenses) , which , in the case of certain
classes, is subject to revision or discontinuance. 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 returns,
and repayment of the reimbursement by a class will lower its
returns.
SUB-ADVISERS. On January 1, 2001, FMR will enter into a
sub-advisory agreement with FMRC on behalf of the fund pursuant
to which FMRC may provide investment research and advice and may
also provide investment advisory services for the fund.
Under the terms of the sub-advisory agreement for the fund, FMR
will pay FMRC fees equal to 50% of the management fee payable to
FMR with respect to that portion of the fund's assets that will
be managed by FMRC. The fees paid to FMRC will not be reduced by
any voluntary or mandatory expense reimbursements that may be in
effect from time to time.
On behalf of Advisor Korea, FMR has entered into sub-advisory
agreements with FMR U.K., FMR Far East, FIJ, and FIIA. FIIA, in
turn, has entered into a sub-advisory agreement with FIIA(U.K.)L.
Pursuant to the sub-advisory agreements, FMR may receive from the
sub-advisers investment research and advice on issuers outside
the United States and on behalf of Advisor Korea, FMR may grant
the sub-advisers investment management authority as well as the
authority to buy and sell securities if FMR believes it would be
beneficial to the fund.
On behalf of the fund, FMR Far East has entered into a
sub-advisory agreement with FIJ pursuant to which FMR Far East
may receive from FIJ investment research and advice relating to
Japanese issuers (and such other Asian issuers as FMR Far East
may designate).
For providing non-discretionary investment advice and research
services the sub-advisers are compensated as follows:
(small solid bullet) FMR pays FMR U.K. and FMR Far East fees
equal to 110% and 105%, respectively, of FMR U.K.'s and FMR Far
East's costs incurred in connection with providing investment
advice and research services.
(small solid bullet) FMR pays FIIA and FIJ fees equal to 30% of
FMR's monthly management fee with respect to the average net
assets held by the fund for which the sub-adviser has provided
FMR with investment advice and research services.
(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing
investment advice and research services.
(small solid bullet) FMR Far East pays FIJ a fee equal to 100% of
FIJ's costs incurred in connection with providing investment
advice and research services for a fund to FMR Far East.
For providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as
follows:
(small solid bullet) FMR pays FMR U.K. and FMR Far East a fee
equal to 50% of its monthly management fee with respect to the
fund's average net assets managed by the sub-adviser on a
discretionary basis.
(small solid bullet) FMR pays FIJ and FIIA a fee equal to 57% of
its monthly management fee with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.
(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing
discretionary investment management services.
DISTRIBUTION SERVICES
The fund has entered into a distribution agreement with FDC, an
affiliate of FMR. 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
agreement calls for FDC to use all reasonable efforts, consistent
with its other business, to secure purchasers for shares of the
fund, which are continuously offered. Promotional and
administrative expenses in connection with the offer and sale of
shares are paid by FMR.
The Trustees have approved Distribution and Service Plans on
behalf of Class A, Class T, Class B, Class C and Institutional
Class of the fund (the Plans) 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 A, Class T, Class B, Class C and
Institutional Class and FMR to incur certain expenses that might
be considered to constitute direct or indirect payment by the
fund of distribution expenses.
Pursuant to the Class A Plan for the fund, FDC is paid a monthly
12b-1 fee at an annual rate of up to 0.75% of Class A's average
net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a
monthly 12b-1 fee for Class A of Advisor Korea at an annual rate
of 0.25% of its average net assets. This fee rate may be
increased only when, in the opinion of the Trustees, it is in the
best interests of the shareholders of the applicable class to do
so.
Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its
affiliates, up to the full amount of 12b-1 fees paid by Class A
for providing services intended to result in the sale of Class A
shares and/or shareholder support services.
Pursuant to the Class T Plan for the fund, FDC is paid a monthly
12b-1 fee at an annual rate of up to 0.75% of Class T's average
net assets determined at the close of business on each day
throughout the month. Currently, the Trustees have approved a
monthly 12b-1 fee for Class T of Advisor Korea at an annual rate
of 0.50% of its average net assets. This fee rate may be
increased only when, in the opinion of the Trustees, it is in the
best interests of the shareholders of the applicable class to do
so.
Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers), including its
affiliates, up to the full amount of 12b-1 fees paid by Class T
for providing services intended to result in the sale of Class T
shares and/or shareholder support services.
Pursuant to the Class B Plan for the fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of 0.75% of Class B's
average net assets determined at the close of business on each
day throughout the month.
Pursuant to the Class B Plan for the fund, FDC is also paid a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class
B's average net assets determined at the close of business on
each day throughout the month.
Currently, FDC retains the full amount of 12b-1 (distribution)
fees paid by Class B as compensation for providing services
intended to result in the sale of Class B shares, and FDC may
reallow up to the full amount of 12b-1 (service) fees paid by
Class B to intermediaries (such as banks, broker-dealers and
other service-providers) for providing shareholder support
services.
Pursuant to the Class C Plan for the fund, FDC is paid a monthly
12b-1 (distribution) fee at an annual rate of 0.75% of Class C's
average net assets determined at the close of business on each
day throughout the month.
Pursuant to the Class C Plan for the fund, FDC is also paid a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class
C's average net assets determined at the close of business on
each day throughout the month.
Currently and except as provided below, for the first year of
investment, FDC retains the full amount of 12b-1 (distribution)
fees paid by Class C as compensation for providing services
intended to result in the sale of Class C shares and retains the
full amount of 12b-1 (service) fees paid by Class C for
providing shareholder support services. Normally, after the first
year of investment, FDC may reallow up to the full amount of
12b-1 (distribution) fees paid by Class C to intermediaries (such
as banks, broker-dealers and other service-providers) for
providing services intended to result in the sale of Class C
shares and may reallow up to the full amount of 12b-1 (service)
fees paid by Class C to intermediaries for providing shareholder
support services. For purchases of Class C shares made for an
employee benefit plan, 403(b) program or plan covering a
sole-proprietor (formerly Keogh/H.R. 10 plan) or through
reinvestment of dividends or capital gain distributions, during
the first year of investment and thereafter, FDC may reallow up
to the full amount of 12b-1 (distribution) fees paid by such
Class C shares to intermediaries, including its affiliates, for
providing services intended to result in the sale of Class C
shares and may reallow up to the full amount of 12b-1 (service)
fees paid by such Class C shares to intermediaries, including its
affiliates, for providing shareholder support services.
Under the Institutional Class 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. Institutional Class 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 providing services intended
to result in the sale of Institutional Class shares and/or
shareholder support services. In addition, the Institutional
Class Plan provides that FMR, directly or through FDC, may pay
intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the
Board of Trustees has authorized such payments for Institutional
Class shares.
Under each Class A, Class T, Class B and Class C 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 A, Class T,
Class B and Class C 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 providing services intended to result in the sale
of Class A, Class T, Class B and Class C shares and/or
shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board
of Trustees has authorized such payments for Class A, Class T,
Class B and Class C shares.
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 the
Institutional Class Plan does not authorize payments by
Institutional Class 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 or stabilization of cash flows
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 A, Class T, Class B and Class C Plan does not provide
for specific payments by the applicable class 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 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 fund 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.
The 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.
FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or
type of services provided by the intermediary, the sale or
expected sale of significant amounts of shares, or other factors.
TRANSFER AND SERVICE AGENT AGREEMENTS
Each class of the fund has entered into a transfer agent
agreement with FIIOC, an affiliate of FMR. Under the terms of the
agreement, FIIOC performs transfer agency, dividend disbursing,
and shareholder services for each class of the fund.
For providing transfer agency services, FIIOC receives an account
fee and an asset-based fee each paid monthly with respect to each
account in the fund. For retail accounts and certain
institutional accounts, these fees are based on account size and
fund type. For certain institutional retirement accounts, these
fees are based on fund type. For certain other institutional
retirement accounts, these fees are based on account type and
fund type. The account fees are subject to increase based on
postage rate changes.
The asset-based fees are subject to adjustment if the
year-to-date total return of the S&P 500 exceeds a positive or
negative 15%.
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.
The fund has also entered into a service agent agreement with
FSC, an affiliate of FMR. Under the terms of the agreement, FSC
calculates the NAV and dividends for each class of the fund,
maintains the fund's portfolio and general accounting records,
and administers the fund's securities lending program.
For providing pricing and bookkeeping services, FSC receives a
monthly fee based on the fund's average daily net assets
throughout the month.
The annual rates for pricing and bookkeeping services for the
fund are 0.0600% of the first $500 million of average net assets,
0.0440% of average net assets between $500 million and $3
billion, 0.0021% of average net assets between $3 billion and $25
billion, and 0.00075% of average net assets in excess of $25
billion. The fee, not including reimbursement for out-of-pocket
expenses, is limited to a minimum of $60,000 per year.
For administering the fund's securities lending program, FSC is
paid based on the number and duration of individual securities
loans.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Advisor Korea Fund is a fund of
Fidelity Advisor Series VIII, an open-end management investment
company organized as a Massachusetts business trust on September
23, 1983. Currently, there are ten funds in the trust: Fidelity
Advisor Diversified International Fund, Fidelity Advisor Emerging
Asia Fund, Fidelity Advisor Emerging Markets Fund, Fidelity
Advisor Europe Capital Appreciation Fund, Fidelity Advisor Global
Equity Fund, Fidelity Advisor International Capital Appreciation
Fund, Fidelity Advisor Japan Fund, Fidelity Advisor Korea Fund,
Fidelity Advisor Latin America Fund, and Fidelity Advisor
Overseas Fund. The Trustees are permitted to create additional
funds in the trust and to create additional classes of the 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 to the rights of creditors, are allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund in the trust shall be charged with
the liabilities and expenses attributable to such fund, except
that liabilities and expenses may be allocated to a particular
class. Any general expenses of the trust shall be allocated
between or among any one or more of the funds or classes.
SHAREHOLDER LIABILITY. The trust is an entity commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be
held personally liable for the obligations of the trust.
The Declaration of Trust provides that the trust shall not have
any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement,
obligation, or instrument entered into or executed by the trust
or the Trustees relating to the trust shall include a provision
limiting the obligations created thereby to the trust and its
assets.
The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by
reason of his or her being or having been a shareholder and not
because of his or her acts or omissions or for some other reason.
The Declaration of Trust 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 a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote. 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 are entitled to one
vote for each dollar of net asset value that you own. The voting
rights of shareholders can be changed only by a shareholder vote.
Shares may be voted in the aggregate, by fund and by class.
The shares have no preemptive or, for Class A, Class T, Class C
and Institutional Class shares conversion rights. Shares are
fully paid and nonassessable, except as set forth under the
heading "Shareholder Liability" above.
The trust or a fund may be terminated upon the sale of its assets
to another open-end management investment company, or upon
liquidation and distribution of its assets, if approved by a vote
of shareholders of the trust or the fund. In the event of the
dissolution or liquidation of the trust, shareholders of each of
its funds are entitled to receive the underlying assets of such
fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled
to receive the underlying assets of the fund available for
distribution.
CUSTODIANS. The Chase Manhattan Bank, 1 Chase Manhattan Plaza,
New York, New York, is custodian of the assets of Fidelity
Advisor Korea Fund. The custodian is responsible for the
safekeeping of the fund's assets and the appointment of any
subcustodian banks and clearing agencies. The Bank of New York,
headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and
members of 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. The Boston branch of
the fund's custodian leases its office space from an affiliate of
FMR at a lease payment which, when entered into, was consistent
with prevailing market rates. 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.
AUDITOR. _________________________, serves as independent
accountant for the fund. The auditor examines financial
statements for the fund and provides other audit, tax, and
related services.
FINANCIAL STATEMENTS
On June 30, 2000, the Closed-End Fund was reorganized as an
open-end fund (the fund) through a transfer of all of its assets
and liabilities to the fund. Shareholders of the Closed-End Fund
received Class A shares of the fund in exchange for their shares
of the Closed-End Fund. The Closed-End Fund's financial
statements and financial highlights for the fiscal year ended
September 30, 1999, and report of the auditor, are included in
the Closed-End Fund's annual report and are incorporated herein
by reference. Financial statements and financial highlights for
each of Class A, Class T, Class B, Class C, and Institutional
Class will be included in the fund's annual report when the fund
has completed its first annual period. Class A, Class T, Class B,
Class C, and Institutional Class shares may have higher total
expenses than the Closed-End Fund. Unaudited financial statements
and financial highlights for the fiscal period ended March 31,
2000 are included in the Closed-End Fund's semi-annual report and
are also incorporated herein by reference.
APPENDIX
Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity
Investments, Magellan, and Spartan are registered trademarks of
FMR Corp.
The third party marks appearing above are the marks of their
respective owners.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) (1) Amended and Restated Declaration of Trust, dated October 1,
1986, is incorporated herein by reference to Exhibit 1(a) of
Post-Effective Amendment No. 37.
(2) Supplement to the Declaration of Trust, dated November 29,
1990, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 37.
(3) Supplement to the Declaration of Trust, dated July 15, 1993,
is incorporated herein by reference to Exhibit 1(c) of
Post-Effective Amendment No. 37.
(4) Supplement to the Declaration of Trust, dated July 17, 1997,
is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 45.
(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment
No. 87.
(c) Not applicable.
(d) (1) Management Contract between Fidelity Advisor Diversified
International Fund and Fidelity Management & Research
Company, dated November 19, 1998, is incorporated herein by
reference to Exhibit 5(s) of Post-Effective Amendment No.
51.
(2) Management Contract between Fidelity Advisor Emerging Asia
Fund and Fidelity Management & Research Company, dated
January 14, 1999, is incorporated herein by reference to
Exhibit (d)(2) of Post-Effective Amendment No. 54.
(3) Management Contract between Fidelity Advisor Emerging
Markets Income Fund and Fidelity Management & Research
Company, dated July 1, 1997, is incorporated herein by
reference to Exhibit 5(b) of Post-Effective Amendment No.
45.
(4) Management Contract between Fidelity Advisor Europe Capital
Appreciation Fund and Fidelity Management & Research
Company, dated November 19, 1998, is incorporated herein by
reference to Exhibit 5(ee) of Post-Effective Amendment No.
51.
(5) Management Contract between Fidelity Advisor Global Equity
Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(y) of Post-Effective Amendment No. 51.
(6) Management Contract between Fidelity Advisor International
Capital Appreciation Fund and Fidelity Management & Research
Company, dated October 16, 1997, is incorporated herein by
reference to Exhibit 5(j) of Post-Effective Amendment No.
47.
(7) Management Contract between Fidelity Advisor Japan Fund and
Fidelity Management & Research Company, dated November 19,
1998, is incorporated herein by reference to Exhibit 5(jj)
of Post-Effective Amendment No. 51.
(8) Form of Management Contract between Fidelity Advisor Korea
Fund and Fidelity Management & Research Company, is filed
herein as Exhibit d(8).
(9) Management Contract between Fidelity Advisor Latin America
Fund and Fidelity Management & Research Company, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(pp) of Post-Effective Amendment No. 51.
(10) Management Contract between Fidelity Advisor Overseas Fund
and Fidelity Management & Research Company, dated October
31, 1997, is incorporated herein by reference to Exhibit
5(p) of Post-Effective Amendment No. 46.
(11) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Management & Research
(U.K.) Inc., dated November 19, 1998, is incorporated herein
by reference to Exhibit 5(t) of Post-Effective Amendment No.
51.
(12) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Management & Research (Far
East) Inc., dated November 19, 1998, is incorporated herein
by reference to Exhibit 5(u) of Post-Effective Amendment No.
51.
(13) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity International Investment
Advisors, dated August 1, 1999, is incorporated herein by
reference to Exhibit (d)(12) of Post-Effective Amendment No.
55.
(14) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Diversified International Fund, dated November 19,
1998, is incorporated herein by reference to Exhibit (d)(13)
of Post-Effective Amendment No. 53.
(15) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and Fidelity Investments Japan Limited,
dated August 1, 1999, is incorporated herein by reference to
Exhibit (d)(14) of Post-Effective Amendment No. 55.
(16) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Asia Fund, and Fidelity Management & Research (U.K.) Inc.,
dated January 14, 1999, is incorporated herein by reference
to Exhibit (d)(15) of Post-Effective Amendment No. 54.
(17) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Asia Fund, and Fidelity Management & Research (Far East)
Inc., dated January 14, 1999, is incorporated herein by
reference to Exhibit (d)(16) of Post-Effective Amendment No.
54.
(18) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Asia Fund, and Fidelity International Investment Advisors,
dated August 1, 1999, is incorporated herein by reference to
Exhibit (d)(17) of Post-Effective Amendment No. 55.
(19) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Emerging Asia Fund, dated January 14, 1999, is
incorporated herein by reference to Exhibit (d)(18) of
Post-Effective Amendment No. 54.
(20) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Asia Fund, and Fidelity Investments Japan Limited, dated
August 1, 1999, is incorporated herein by reference to
Exhibit (d)(19) of Post-Effective Amendment No. 55.
(21) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Markets Income Fund, and Fidelity Management and Research
(U.K.) Inc., dated January 20, 1994, is incorporated herein
by reference to Exhibit 5(e) of Post-Effective Amendment No.
32.
(22) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Markets Income Fund, and Fidelity Management and Research
(Far East) Inc., dated January 20, 1994, is incorporated
herein by reference to Exhibit 5(f) of Post-Effective
Amendment No. 32.
(23) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Markets Income Fund, and Fidelity International Investment
Advisors, dated August 1, 1999, is incorporated herein by
reference to Exhibit (d)(22) of Post-Effective Amendment No.
55.
(24) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Emerging Markets Income Fund, dated January 20,
1994, is incorporated herein by reference to Exhibit 5(g) of
Post-Effective Amendment No. 32.
(25) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Markets Income Fund, and Fidelity Investments Japan Limited,
dated August 1, 1999, is incorporated herein by reference to
Exhibit (d)(24) of Post-Effective Amendment No. 55.
(26) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe
Capital Appreciation Fund, and Fidelity Management &
Research (U.K.) Inc., dated November 19, 1998, is
incorporated herein by reference to Exhibit 5(ff) of
Post-Effective Amendment No. 51.
(27) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe
Capital Appreciation Fund, and Fidelity Management &
Research (Far East) Inc., dated November 19, 1998, is
incorporated herein by reference to Exhibit 5(gg) of
Post-Effective Amendment No. 51.
(28) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe
Capital Appreciation Fund, and Fidelity International
Investment Advisors, dated August 1, 1999, is incorporated
herein by reference to Exhibit (d)(27) of Post-Effective
Amendment No. 55.
(29) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Europe Capital Appreciation Fund, dated November 19,
1998, is incorporated herein by reference to Exhibit (d)(28)
of Post-Effective Amendment No. 53.
(30) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global
Equity Fund, and Fidelity Management & Research (U.K.) Inc.,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 5(z) of Post-Effective Amendment No. 51.
(31) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global
Equity Fund, and Fidelity Management & Research (Far East)
Inc., dated November 19, 1998, is incorporated herein by
reference to Exhibit 5(aa) of Post-Effective Amendment No.
51.
(32) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global
Equity Fund, and Fidelity International Investment Advisors,
dated August 1, 1999, is incorporated herein by reference to
Exhibit (d)(31) of Post-Effective Amendment No. 55.
(33) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Global Equity Fund, dated November 19, 1998, is
incorporated herein by reference to Exhibit (d)(32) of
Post-Effective Amendment No. 53.
(34) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global
Equity Fund, and Fidelity Investments Japan Limited, dated
August 1, 1999, is incorporated herein by reference to
Exhibit (d)(33) of Post-Effective Amendment No. 55.
(35) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor
International Capital Appreciation Fund, and Fidelity
Management & Research (U.K.) Inc., dated October 16, 1997,
is incorporated herein by reference to Exhibit 5(k) of
Post-Effective Amendment No. 47.
(36) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor
International Capital Appreciation Fund, and Fidelity
Management & Research (Far East) Inc., dated October 16,
1997, is incorporated herein by reference to Exhibit 5(l) of
Post-Effective Amendment No. 47.
(37) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor
International Capital Appreciation Fund, and Fidelity
International Investment Advisors, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(36) of
Post-Effective Amendment No. 55.
(38) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor International Capital Appreciation Fund, dated
October 16, 1997, is incorporated herein by reference to
Exhibit 5(k) of Post-Effective Amendment No. 48.
(39) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor
International Capital Appreciation Fund, and Fidelity
Investments Japan Limited, dated August 1, 1999, is
incorporated herein by reference to Exhibit (d)(38) of
Post-Effective Amendment No. 55.
(40) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and Fidelity Management & Research (U.K.) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(kk) of Post-Effective Amendment No. 51.
(41) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and Fidelity Management & Research (Far East) Inc., dated
November 19, 1998, is incorporated herein by reference to
Exhibit 5(ll) of Post-Effective Amendment No. 51.
(42) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and Fidelity International Investment Advisors, dated August
1, 1999, is incorporated herein by reference to Exhibit
(d)(41) of Post-Effective Amendment No. 55.
(43) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Japan Fund, dated November 19, 1998, is incorporated
herein by reference to Exhibit (d)(42) of Post-Effective
Amendment No. 53.
(44) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and Fidelity Investments Japan Limited, dated August 1,
1999, is incorporated herein by reference to Exhibit (d)(43)
of Post-Effective Amendment No. 55.
(45) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Korea Fund,
and Fidelity Management & Research (U.K.) Inc., is filed
herein as Exhibit d(71).
(46) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Korea Fund,
and Fidelity Management & Research (Far East) Inc., is filed
herein as Exhibit d(72).
(47) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Korea Fund,
and Fidelity International Investment Advisors, is filed
herein as Exhibit d(73).
(48) Form of Sub-Advisory Agreement between Fidelity
International Investment Advisors (U.K.) Limited and
Fidelity International Investment Advisors, on behalf of
Fidelity Advisor Japan Fund, is filed herein as Exhibit
d(74).
(49) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and Fidelity Investments Japan Limited, is filed herein as
Exhibit d(75).
(50) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin
America Fund, and Fidelity Management & Research (U.K.)
Inc., dated November 19, 1998, is incorporated herein by
reference to Exhibit 5(qq) of Post-Effective Amendment No.
51.
(51) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin
America Fund, and Fidelity Management & Research (Far East)
Inc., dated November 19, 1998, is incorporated herein by
reference to Exhibit 5(rr) of Post-Effective Amendment No.
51.
(52) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin
America Fund, and Fidelity International Investment
Advisors, dated August 1, 1999, is incorporated herein by
reference to Exhibit (d)(46) of Post-Effective Amendment No.
55.
(53) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Latin America Fund, dated November 19, 1998, is
incorporated herein by reference to Exhibit (d)(47) of
Post-Effective Amendment No. 53.
(54) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas
Fund, and Fidelity Management & Research (U.K.) Inc., dated
October 31, 1997, is incorporated herein by reference to
Exhibit 5(q) of Post-Effective Amendment No. 46.
(55) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas
Fund, and Fidelity Management & Research (Far East) Inc.,
dated October 31, 1997, is incorporated herein by reference
to Exhibit 5(r) of Post-Effective Amendment No. 46.
(56) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas
Fund, and Fidelity International Investment Advisors, dated
August 1, 1999, is incorporated herein by reference to
Exhibit (d)(50) of Post-Effective Amendment No. 55.
(57) Sub-Advisory Agreement between Fidelity International
Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors, on behalf of Fidelity
Advisor Overseas Fund, dated October 31, 1997, is
incorporated herein by reference to Exhibit 5(s) of
Post-Effective Amendment No. 47.
(58) Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas
Fund, and Fidelity Investments Japan Limited, dated August
1, 1999, is incorporated herein by reference to Exhibit
(d)(52) of Post-Effective Amendment No. 55.
(59) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Diversified International Fund,
dated January 1, 2000, is incorporated herein by reference
to Exhibit d(53) of Post-Effective Amendment No. 57.
(60) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Emerging Asia Fund, dated January
1, 2000, is incorporated herein by reference to Exhibit
d(54) of Post-Effective Amendment No. 57.
(61) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Emerging Markets Income Fund,
dated January 1, 2000, is incorporated herein by reference
to Exhibit d(55) of Post-Effective Amendment No. 57.
(62) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Europe Capital Appreciation Fund,
dated January 1, 2000, is incorporated herein by reference
to Exhibit d(56) of Post-Effective Amendment No. 57.
(63) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Global Equity Fund, dated January
1, 2000, is incorporated herein by reference to Exhibit
d(57) of Post-Effective Amendment No. 57.
(64) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor International Capital
Appreciation Fund, dated January 1, 2000, is incorporated
herein by reference to Exhibit d(58) of Post-Effective
Amendment No. 57.
(65) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Japan Fund, dated January 1,
2000, is incorporated herein by reference to Exhibit d(59)
of Post-Effective Amendment No. 57.
(66) Form of Research Agreement between Fidelity Management &
Research (Far East) Inc. and Fidelity Investments Japan
Limited on behalf of Fidelity Advisor Korea Fund, is filed
herein as Exhibit d(76).
(67) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Latin America Fund, dated January
1, 2000, is incorporated herein by reference to Exhibit
d(60) of Post-Effective Amendment No. 57.
(68) Research Agreement between Fidelity Management & Research
(Far East) Inc. and Fidelity Investments Japan Limited on
behalf of Fidelity Advisor Overseas Fund, dated January 1,
2000, is incorporated herein by reference to Exhibit d(61)
of Post-Effective Amendment No. 57.
(69) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Diversified
International Fund, and FMR Co., Inc., is incorporated
herein by reference to Exhibit d(62) of Post-Effective
Amendment No. 57.
(70) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Asia Fund, and FMR Co., Inc., is incorporated herein by
reference to Exhibit d(63) of Post-Effective Amendment No.
57.
(71) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Emerging
Markets Income Fund, and FMR Co., Inc., is incorporated
herein by reference to Exhibit d(64) of Post-Effective
Amendment No. 57.
(72) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Europe
Capital Appreciation Fund, and FMR Co., Inc., is
incorporated herein by reference to Exhibit d(65) of
Post-Effective Amendment No. 57.
(73) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Global
Equity Fund, and FMR Co., Inc., is incorporated herein by
reference to Exhibit d(66) of Post-Effective Amendment No.
57.
(74) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor
International Capital Appreciation Fund, and FMR Co., Inc.,
is incorporated herein by reference to Exhibit d(67) of
Post-Effective Amendment No. 57.
(75) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Japan Fund,
and FMR Co., Inc., is incorporated herein by reference to
Exhibit d(68) of Post-Effective Amendment No. 57.
(76) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Korea Fund,
and FMR Co., Inc., is filed herein as Exhibit d(77).
(77) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Latin
America Fund, and FMR Co., Inc., is incorporated herein by
reference to Exhibit d(69) of Post-Effective Amendment No.
57.
(78) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company, on behalf of Fidelity Advisor Overseas
Fund, and FMR Co., Inc., is incorporated herein by reference
to Exhibit d(70) of Post-Effective Amendment No. 57.
(e) (1) General Distribution Agreement between Fidelity Advisor
Diversified International Fund and Fidelity Distributors
Corporation, dated November 19, 1998, is incorporated herein
by reference to Exhibit 6(e) of Post-Effective Amendment No.
51.
(2) General Distribution Agreement between Fidelity Advisor
Emerging Asia Fund and Fidelity Distributors Corporation,
dated January 14, 1999, is incorporated herein by reference
to Exhibit (e)(2) of Post-Effective Amendment No. 54.
(3) General Distribution Agreement between Fidelity Advisor
Emerging Markets Income Fund and Fidelity Distributors
Corporation, dated January 20, 1994, is incorporated herein
by reference to Exhibit 6(c) of Post-Effective Amendment No.
32.
(4) Amendments to the General Distribution Agreement between
Fidelity Advisor Series VIII on behalf of Fidelity Advisor
Emerging Markets Income Fund, 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 (File No. 2-58774) Post-Effective
Amendment No. 61.
(5) General Distribution Agreement between Fidelity Advisor
Europe Capital Appreciation Fund and Fidelity Distributors
Corporation, dated November 19, 1998, is incorporated herein
by reference to Exhibit 6(g) of Post-Effective Amendment No.
51.
(6) General Distribution Agreement between Fidelity Advisor
Global Equity Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 6(f) of Post-Effective Amendment No. 51.
(7) General Distribution Agreement between Fidelity Advisor
International Capital Appreciation Fund and Fidelity
Distributors Corporation, dated October 16, 1997, is
incorporated herein by reference to Exhibit 6(e) of
Post-Effective Amendment No. 47.
(8) General Distribution Agreement between Fidelity Advisor
Japan Fund and Fidelity Distributors Corporation, dated
November 19, 1998, is incorporated herein by reference to
Exhibit 6(h) of Post-Effective Amendment No. 51.
(9) Form of General Distribution Agreement between Fidelity
Advisor Korea Fund and Fidelity Distributors Corporation, is
filed herein as Exhibit e(9).
(10) General Distribution Agreement between Fidelity Advisor
Latin America Fund and Fidelity Distributors Corporation,
dated November 19, 1998, is incorporated herein by reference
to Exhibit 6(i) of Post-Effective Amendment No. 51.
(11) General Distribution Agreement between Fidelity Advisor
Overseas Fund and Fidelity Distributors Corporation, dated
October 31, 1997, is incorporated herein by reference to
Exhibit 6(f) of Post-Effective Amendment No. 47.
(12) Form of Bank Agency Agreement (most recently revised
January, 1997) is incorporated herein by reference to
Exhibit 6(e) of Post-Effective Amendment No. 48.
(13) Form of Selling Dealer Agreement (most recently revised
January, 1997) is incorporated herein by reference to
Exhibit 6(f) of Post-Effective Amendment No. 48.
(14) Form of Selling Dealer Agreement for Bank-Related
Transactions (most recently revised January, 1997) is
incorporated herein by reference to Exhibit 6(g) of
Post-Effective Amendment No. 48.
(f) (1) The Fee Deferral Plan for Non-Interested Person Directors
and Trustees of the Fidelity Funds, effective as of
September 15, 1995 and amended through January 1, 2000, is
incorporated herein by reference to Exhibit (f)(1) of
Fidelity Massachusetts Municipal Trust's (File No. 2-75537)
Post-Effective Amendment No. 39.
(g) (1) Custodian Agreement, and Appendix C, dated February 1, 1996,
between State Street Bank and Trust Company and Fidelity
Advisor Series VIII on behalf of Fidelity Advisor
Diversified International Fund, Fidelity Advisor Europe
Capital Appreciation Fund, Fidelity Advisor Global Equity
Fund, Fidelity Advisor Japan Fund, and Fidelity Advisor
Latin America Fund are incorporated herein by reference to
Exhibit 8(b) of Fidelity Institutional Trust's (File No.
33-15983) Post-Effective Amendment No. 22.
(2) Appendix A, dated November 19, 1998, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank
and Trust Company and Fidelity Advisor Series VIII on behalf
of Fidelity Advisor Diversified International Fund, Fidelity
Advisor Europe Capital Appreciation Fund, Fidelity Advisor
Global Equity Fund, Fidelity Advisor Japan Fund, and
Fidelity Advisor Latin America Fund is incorporated herein
by reference to Exhibit (g)(2) of Post-Effective Amendment
No. 53.
(3) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank
and Trust Company and Fidelity Advisor Series VIII on behalf
of Fidelity Advisor Diversified International Fund, Fidelity
Advisor Europe Capital Appreciation Fund, Fidelity Advisor
Global Equity Fund, Fidelity Advisor Japan Fund, and
Fidelity Advisor Latin America Fund is incorporated herein
by reference to Exhibit (g)(11) of Fidelity Advisor Series
I's (File No. 2-84776) Post-Effective Amendment No. 50.
(4) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated February 1, 1996, between State Street Bank
and Trust Company and Fidelity Advisor Series VIII on behalf
of Fidelity Advisor Diversified International Fund, Fidelity
Advisor Europe Capital Appreciation Fund, Fidelity Advisor
Global Equity Fund, Fidelity Advisor Japan Fund, and
Fidelity Advisor Latin America Fund is incorporated herein
by reference to Exhibit (g)(4) of Post-Effective Amendment
No. 54.
(5) Custodian Agreement and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and Fidelity Advisor
Series VIII on behalf of Fidelity Advisor Emerging Markets
Income Fund and Fidelity Advisor Overseas Fund are
incorporated herein by reference to Exhibit 8(a) of Fidelity
Investment Trust's (File No. 2-90649) Post-Effective
Amendment No. 59.
(6) Appendix A, dated September 29, 1999, to the Custodian
Agreement, dated August 1, 1994, between The Chase Manhattan
Bank, N.A. and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Emerging Markets Income Fund and Fidelity
Advisor Overseas Fund is incorporated herein by reference to
Exhibit (g)(2) of Fidelity Advisor Series I's (File No.
2-84776) Post-Effective Amendment No. 50.
(7) Appendix B, dated June 17, 1999, to the Custodian Agreement,
dated August 1, 1994, between The Chase Manhattan Bank, N.A.
and Fidelity Advisor Series VIII on behalf of Fidelity
Advisor Emerging Markets Income Fund and Fidelity Advisor
Overseas Fund is incorporated herein by reference to Exhibit
(g)(3) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 102.
(8) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated August 1, 1994, between the Chase Manhattan
Bank, N.A. and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Emerging Markets Income Fund and Fidelity
Advisor Overseas Fund is incorporated herein by reference to
Exhibit (g)(4) of Fidelity Charles Street Trust's (File No.
2-73133) Post-Effective Amendment No. 65.
(9) Form of Custodian Agreement and Appendix B and C, between
The Chase Manhattan Bank, N.A. and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Korea Fund is filed
herein as Exhibit g(9).
(10) Custodian Agreement and Appendix C, dated September 1, 1994,
between Brown Brothers Harriman & Company and Fidelity
Advisor Series VIII on behalf of Fidelity Advisor
International Capital Appreciation Fund and Fidelity Advisor
Emerging Asia Fund are incorporated herein by reference to
Exhibit 8(a) of Fidelity Commonwealth Trust's (File No.
2-52322) Post-Effective Amendment No. 56.
(11) Appendix A, dated August 11, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor International Capital
Appreciation Fund and Fidelity Advisor Emerging Asia Fund is
incorporated herein by reference to Exhibit (g)(6) of
Fidelity Advisor Series I's (File No. 2-84776)
Post-Effective Amendment No. 50.
(12) Appendix B, dated September 16, 1999, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor International Capital
Appreciation Fund and Fidelity Advisor Emerging Asia Fund is
incorporated herein by reference to Exhibit (g)(7) of
Fidelity Advisor Series I's (File No. 2-84776)
Post-Effective Amendment No. 50.
(13) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated September 1, 1994, between Brown Brothers
Harriman & Company and and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor International Capital
Appreciation Fund and Fidelity Advisor Emerging Asia Fund is
incorporated herein by reference to Exhibit (g)(4) of
Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 68.
(14) Fidelity Group Repo Custodian Agreement among The Bank of
New York, J. P. Morgan Securities, Inc., and Fidelity
Advisor Series VIII on behalf of Fidelity Advisor Emerging
Markets Income Fund, dated February 12, 1996, is
incorporated herein by reference to Exhibit 8(d) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(15) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income
Fund, dated February 12, 1996, is incorporated herein by
reference to Exhibit 8(e) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(16) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income
Fund, dated November 13, 1995, is incorporated herein by
reference to Exhibit 8(f) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(17) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor Emerging Markets Income Fund,
dated November 13, 1995, is incorporated herein by reference
to Exhibit 8(g) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.
(18) Joint Trading Account Custody Agreement between the The Bank
of New York and Fidelity Advisor Series VIII on behalf of
Fidelity Advisor Emerging Markets Income Fund, dated May 11,
1995, is incorporated herein by reference to Exhibit 8(h) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(19) First Amendment to Joint Trading Account Custody Agreement
between the The Bank of New York and Fidelity Advisor Series
VIII on behalf of Fidelity Advisor Emerging Markets Income
Fund, dated July 14, 1995, is incorporated herein by
reference to Exhibit 8(i) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(20) Forms of Fidelity Group Repo Custodian Agreement and
Schedule 1 among The Bank of New York, J.P. Morgan
Securities, Inc., and Fidelity Advisor Series VIII on behalf
of Fidelity Advisor Diversified International Fund, Fidelity
Advisor Emerging Asia Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund,
Fidelity Advisor International Capital Appreciation Fund,
Fidelity Advisor Japan Fund, Fidelity Advisor Korea Fund,
Fidelity Advisor Latin America Fund, and Fidelity Advisor
Overseas Fund is filed herein as Exhibit (g)(20).
(21) Forms of Fidelity Group Repo Custodian Agreement and
Schedule 1 among Chemical Bank, Greenwich Capital Markets,
Inc., and Fidelity Advisor Series VIII on behalf of Fidelity
Advisor Diversified International Fund, Fidelity Advisor
Emerging Asia Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund,
Fidelity Advisor International Capital Appreciation Fund,
Fidelity Advisor Japan Fund, Fidelity Advisor Korea Fund,
Fidelity Advisor Latin America Fund, and Fidelity Advisor
Overseas Fund is filed herein as Exhibit (g)(21).
(22) Forms of Joint Trading Account Custody Agreement and First
Amendment to Joint Trading Account Custody Agreement between
The Bank of New York and Fidelity Advisor Series VIII on
behalf of Fidelity Advisor Diversified International Fund,
Fidelity Advisor Emerging Asia Fund, Fidelity Advisor Europe
Capital Appreciation Fund, Fidelity Advisor Global Equity
Fund, Fidelity Advisor International Capital Appreciation
Fund, Fidelity Advisor Japan Fund, Fidelity Advisor Korea
Fund, Fidelity Advisor Latin America Fund, and Fidelity
Advisor Overseas Fund is filed herein as Exhibit (g)(22).
(h) Not applicable.
(i) (1) Legal Opinion of Kirkpatrick & Lockhart LLP for Class A,
Class T, Class B, Class C, and Institutional Class of
Fidelity Advisor Diversified International Fund, Fidelity
Advisor Emerging Asia Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund,
Fidelity Advisor International Capital Appreciation Fund,
Fidelity Advisor Japan Fund, Fidelity Advisor Latin America
Fund, and Fidelity Advisor Overseas Fund, dated December 21,
1999, is incorporated herein by reference to Exhibit i(1) of
Post-Effective Amendment No. 56.
(2) Legal Opinion of Kirkpatrick & Lockhart LLP for Class A,
Class T, Class B, Class C, and Institutional Class of
Fidelity Advisor Emerging Markets Income Fund, dated
February 24, 2000, is incorporated herein by reference to
Exhibit i(2) of Post-Effective Amendment No. 57.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class A is
incorporated herein by reference to Exhibit (m)(1) of
Post-Effective Amendment No. 54.
(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class T is
incorporated herein by reference to Exhibit (m)(2) of
Post-Effective Amendment No. 54.
(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class B is
incorporated herein by reference to Exhibit (m)(3) of
Post-Effective Amendment No. 54.
(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund: Class C is
incorporated herein by reference to Exhibit (m)(4) of
Post-Effective Amendment No. 54.
(5) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Diversified International Fund:
Institutional Class is incorporated herein by reference to
Exhibit (m)(5) of Post-Effective Amendment No. 54.
(6) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class A is incorporated
herein by reference to Exhibit (m)(6) of Post-Effective
Amendment No. 54.
(7) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class T is incorporated
herein by reference to Exhibit (m)(7) of Post-Effective
Amendment No. 54.
(8) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class B is incorporated
herein by reference to Exhibit (m)(8) of Post-Effective
Amendment No. 54.
(9) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Class C is incorporated
herein by reference to Exhibit (m)(9) of Post-Effective
Amendment No. 54.
(10) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Asia Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(10) of
Post-Effective Amendment No. 54.
(11) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class A is
incorporated herein by reference to Exhibit (m)(11) of
Post-Effective Amendment No. 54.
(12) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class T is
incorporated herein by reference to Exhibit (m)(12) of
Post-Effective Amendment No. 54.
(13) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class B is
incorporated herein by reference to Exhibit (m)(13) of
Post-Effective Amendment No. 54.
(14) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Class C is
incorporated herein by reference to Exhibit (m)(14) of
Post-Effective Amendment No. 54.
(15) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Emerging Markets Income Fund: Institutional
Class is incorporated herein by reference to Exhibit (m)(15)
of Post-Effective Amendment No. 54.
(16) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class A is
incorporated herein by reference to Exhibit (m)(16) of
Post-Effective Amendment No. 54.
(17) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class T is
incorporated herein by reference to Exhibit (m)(17) of
Post-Effective Amendment No. 54.
(18) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class B is
incorporated herein by reference to Exhibit (m)(18) of
Post-Effective Amendment No. 54.
(19) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund: Class C is
incorporated herein by reference to Exhibit (m)(19) of
Post-Effective Amendment No. 54.
(20) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Europe Capital Appreciation Fund:
Institutional Class is incorporated herein by reference to
Exhibit (m)(20) of Post-Effective Amendment No. 54.
(21) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class A is incorporated
herein by reference to Exhibit (m)(21) of Post-Effective
Amendment No. 54.
(22) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class T is incorporated
herein by reference to Exhibit (m)(22) of Post-Effective
Amendment No. 54.
(23) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class B is incorporated
herein by reference to Exhibit (m)(23) of Post-Effective
Amendment No. 54.
(24) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Class C is incorporated
herein by reference to Exhibit (m)(24) of Post-Effective
Amendment No. 54.
(25) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Global Equity Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(25) of
Post-Effective Amendment No. 54.
(26) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Class A is incorporated herein by reference to Exhibit
(m)(26) of Post-Effective Amendment No. 54.
(27) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Class T is incorporated herein by reference to Exhibit
(m)(27) of Post-Effective Amendment No. 54.
(28) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Class B is incorporated herein by reference to Exhibit
(m)(28) of Post-Effective Amendment No. 54.
(29) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Class C is incorporated herein by reference to Exhibit
(m)(29) of Post-Effective Amendment No. 54.
(30) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor International Capital Appreciation Fund:
Institutional Class is incorporated herein by reference to
Exhibit (m)(30) of Post-Effective Amendment No. 54.
(31) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class A is incorporated herein
by reference to Exhibit (m)(31) of Post-Effective Amendment
No. 54.
(32) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class T is incorporated herein
by reference to Exhibit (m)(32) of Post-Effective Amendment
No. 54.
(33) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class B is incorporated herein
by reference to Exhibit (m)(33) of Post-Effective Amendment
No. 54.
(34) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Class C is incorporated herein
by reference to Exhibit (m)(34) of Post-Effective Amendment
No. 54.
(35) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Japan Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(35) of
Post-Effective Amendment No. 54.
(36) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Korea Fund: Class A is filed herein as
Exhibit (m)(46).
(37) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Korea Fund: Class T is filed herein as
Exhibit (m)(47).
(38) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Korea Fund: Class B is filed herein as
Exhibit (m)(48).
(39) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Korea Fund: Class C is filed herein as
Exhibit (m)(49).
(40) Form of Distribution and Service Plan pursuant to Rule 12b-1
for Fidelity Advisor Korea Fund: Institutional Class is filed
herein as Exhibit (m)(50).
(41) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class A is incorporated
herein by reference to Exhibit (m)(36) of Post-Effective
Amendment No. 54.
(42) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class T is incorporated
herein by reference to Exhibit (m)(37) of Post-Effective
Amendment No. 54.
(43) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class B is incorporated
herein by reference to Exhibit (m)(38) of Post-Effective
Amendment No. 54.
(44) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Class C is incorporated
herein by reference to Exhibit (m)(39) of Post-Effective
Amendment No. 54.
(45) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Latin America Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(40) of
Post-Effective Amendment No. 54.
(46) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class A is incorporated
herein by reference to Exhibit (m)(41) of Post-Effective
Amendment No. 54.
(47) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class T is incorporated
herein by reference to Exhibit (m)(42) of Post-Effective
Amendment No. 54.
(48) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class B is incorporated
herein by reference to Exhibit (m)(43) of Post-Effective
Amendment No. 54.
(49) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Class C is incorporated
herein by reference to Exhibit (m)(44) of Post-Effective
Amendment No. 54.
(50) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Overseas Fund: Institutional Class is
incorporated herein by reference to Exhibit (m)(45) of
Post-Effective Amendment No. 54.
(n) Not applicable.
(o) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3, dated
March 19, 1998, is incorporated herein by reference to
Exhibit 18(a) of Post-Effective Amendment No. 49.
(2) Schedule I, dated August 30, 1999, to Multiple Class of
Shares Plan pursuant to Rule 18f-3, dated March 19, 1998, is
incorporated herein by reference to Exhibit (o)(2) of
Post-Effective Amendment No. 55.
(3) Form of Multiple Class of Shares Plan pursuant to Rule 18f-3
and Schedule 1 to Multiple Class of Shares Plan pursuant to
Rule 18f-3 on behalf of Fidelity Advisor Korea Fund is filed
herein as Exhibit o(1).
(p)(1) Code of Ethics, dated January 1, 2000, adopted by each fund,
Fidelity Management & Research Company, FMR Co., Inc.,
Fidelity Management & Research (U.K.) Inc., Fidelity
Management & Research (Far East) Inc., Fidelity Investments
Japan Limited, Fidelity International Investment Advisors,
Fidelity International Investment Advisors (U.K.) Limited, and
Fidelity Distributors Corporation pursuant to Rule 17j-1 is
incorporated herein by reference to Exhibit (p)(1) of Fidelity
Aberdeen Street Trust's (File No. 33-43529) Post-Effective
Amendment No. 23.
Item 24. Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.
Item 25. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Trust shall indemnify any present or past 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 or officer 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 Trust 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 Trust. In the event of a settlement,
no indemnification may be provided unless there has been a
determination, as specified in the Declaration of Trust, that the
officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust
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
Trust (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 Trust 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
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust 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.
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 26. Business and Other Connections of Investment Advisers
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109
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.
Edward C. Johnson 3d Chairman of the Board and
Director of FMR; Chief
Executive Officer, Chairman
of the Board, and Director
of FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), Fidelity Management &
Research (Far East) Inc.
(FMR Far East), and Fidelity
Management & Research Co.,
Inc. (FMRC); Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); 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, FMRC, FMR
U.K., and FMR Far East;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.
Peter S. Lynch Vice Chairman of the Board
and Director of FMR and FMRC.
John Avery Vice President of FMR and of
funds advised by FMR.
Robert Bertelson Vice President of FMR and of
a fund advised by FMR.
John H. Carlson Vice President of FMR and of
funds advised by FMR.
Robert C. Chow Vice President of FMR and of
a fund advised by FMR.
Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.
Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., FMRC and FMR Far East.
Barry Coffman Vice President of FMR and of
a fund advised by FMR.
Arieh Coll Vice President of FMR.
Catherine Collins Vice President of FMR.
Frederic G. Corneel Tax Counsel of FMR.
William Danoff Senior Vice President of FMR
and Vice President of funds
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 Senior Vice President of FMR
and of funds advised by FMR.
Stephen DuFour Vice President of FMR and of
a fund advised by FMR.
Maria F. Dwyer Vice President of FMR and
Deputy Treasurer of the
Fidelity funds.
Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.
William R. Ebsworth Vice President of FMR.
David Felman Vice President of FMR and of
a fund advised by FMR.
Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.
Karen Firestone Vice President of FMR and of
a fund advised by FMR.
Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.
Gregory Fraser Vice President of FMR and of
funds advised by FMR.
Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, FMRC, and
Strategic Advisers, Inc.;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
David L. Glancy Vice President of FMR and of
funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of
funds advised by FMR.
Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.
Bart A. Grenier Senior Vice President of FMR
and Vice President of
High-Income Funds advised by
FMR.
Robert J. Haber Vice President of FMR.
Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.
Fred L. Henning Jr. Senior Vice President of FMR;
Senior Vice President of
FIMM; Vice President of
Fixed-Income Funds advised
by FMR.
Bruce T. Herring Vice President of FMR.
Robert F. Hill Vice President of FMR and
Director of Technical
Research.
Frederick Hoff Vice President of 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 Senior Vice President of FMR
and of a fund advised by FMR.
Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.
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.
Shigeki Makino Vice President of FMR.
Charles A. Mangum Vice President of FMR and of
funds advised by FMR.
Kevin McCarey Vice President of FMR and of
funds advised by FMR.
James McDowell Senior Vice President of FMR.
Neal P. Miller Vice President of FMR and of
a fund advised by FMR.
Jacques Perold Vice President of FMR.
Stephen Petersen Senior Vice President of FMR
and Vice President of funds
advised by FMR.
Alan Radlo Vice President of FMR.
Eric D. Roiter Vice President, General
Counsel, and Clerk of FMR
and Secretary of funds
advised by FMR.
Lee H. Sandwen Vice President of FMR.
Patricia A. Satterthwaite Vice President of FMR and of
funds advised by FMR.
Fergus Shiel Vice President of FMR and of
funds advised by FMR.
Richard A. Silver Vice President of FMR.
Carol A. Smith-Fachetti Vice President of FMR.
Steven J. Snider Vice President of FMR and of
funds advised by 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
a fund 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 and of
funds advised by FMR.
Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
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 Director of FMR Corp.
Jason Weiner Vice President of FMR and of
a fund advised by FMR.
Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.
(2) FIDELITY MANAGEMENT & RESEARCH CO., INC. (FMRC)
82 Devonshire Street, Boston, MA 02109
FMRC 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 FMRC, FMR U.K.,
FMR, FMR Corp., FIMM, and
FMR Far East; President and
Chief Executive Officer of
FMR Corp.; Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.
Robert C. Pozen Senior Vice President and
Trustee of funds advised by
FMR; President and Director
of FMRC, FIMM, FMR, FMR
U.K., and FMR Far East;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.
Peter S. Lynch Vice Chairman of the Board
and Director of FMR and FMRC.
Brian Clancy Vice President.
Laura B. Cronin Treasurer of FMRC, FMR U.K.,
FMR Far East, FMR, and FIMM
and Vice President of FMR.
Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, FMRC, and
Strategic Advisers, Inc.;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
(3) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
25 Lovat Lane, London, EC3R 8LL, England
FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust 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 FMR U.K., FMRC,
FMR, FMR Corp., FIMM, and
FMR Far East; President and
Chief Executive Officer of
FMR Corp.; Chairman of the
Executive Committee of FMR;
Chairman and Representative
Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.
Robert C. Pozen President and Director of FMR
U.K.; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR, FMRC,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.
Laura B. Cronin Treasurer of FMR U.K., FMR
Far East, FMR, and FIMM and
Vice President of FMR.
Michael B. Fox Assistant Treasurer of FMR
U.K., FMR, FMR Far East,
FMRC, and FIMM; Vice
President of FMR U.K., FMR
Far East, and FIMM; Vice
President and Treasurer of
FMR Corp. and Strategic
Advisers, Inc.
Simon Fraser Senior Vice President of FMR
U.K. and Director and
President of FIIA.
Jay Freedman Clerk of FMR U.K., FMR Far
East, FMR Corp., FMRC, and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
Susan Englander Hislop Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.; Assistant
Secretary of FIMM.
Francis V. Knox Compliance Officer of FMR
U.K. and FMR Far East; Vice
President of FMR.
(4) FIDELITY MANAGEMENT & RESEARCH (Far East) INC. (FMR Far East)
Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan
FMR Far East provides investment advisory services to Fidelity
Management & Research Company and Fidelity Management Trust 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 FMR Far East,
FMR, FMR Corp., FMRC, FIMM,
and FMR U.K.; Chairman of
the Executive Committee of
FMR; President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.
Robert C. Pozen President and Director of FMR
Far East; Senior Vice
President and Trustee of
funds advised by FMR;
President and Director of
FIMM, FMR U.K., FMRC, and
FMR; Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.
Robert H. Auld Senior Vice President of FMR
Far East.
Laura B. Cronin Treasurer of FMR Far East,
FMR U.K., FMR, FMRC, and
FIMM and Vice President of
FMR.
Michael B. Fox Assistant Treasurer of FMR
Far East, FMR, FMR U.K., and
FIMM; Vice President of FMR
Far East and FMR U.K.; Vice
President and Treasurer of
FMR Corp. and Strategic
Advisers, Inc.
Francis V. Knox Compliance Officer of FMR Far
East and FMR U.K.; Vice
President of FMR.
Jay Freedman Clerk of FMR Far East, FMR
U.K., FMR Corp., FMRC, and
Strategic Advisers, Inc.;
Assistant Clerk of FMR;
Secretary of FIMM; Vice
President Deputy General
Counsel FMR Corp.
Susan Englander Hislop Assistant Clerk of FMR Far
East, FMR U.K., and
Strategic Advisers, Inc.;
Assistant Secretary of FIMM.
Billy Wilder Vice President of FMR Far
East; President and
Representative Director of
FIJ.
(5) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)
Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda
The directors and officers of FIIA have held, during the past two
fiscal years, the following positions of a substantial nature.
Anthony J. Bolton Director of FIIA, Fidelity
International Investment
Advisors (U.K.) Limited
(FIIA(U.K.)L), Fidelity
Investment Management
Limited (FIML (U.K.)),
Fidelity Investment Services
Limited (FISL (U.K.)), and
Fidelity Investments
International (FII).
Simon Fraser Director and President of
FIIA and Senior Vice
President of FMR U.K.
Richard Ford Vice President of FIIA.
Simon Haslam Director and Chief Financial
Officer of FIIA, FISL
(U.K.), and FII; Director
and Secretary of
FIIA(U.K.)L; Previously,
Chief Financial Officer of
FIL; Company Secretary of
Fidelity Investments Group
of Companies (U.K.);
Director of FIJ.
David J. Saul Director of FIIA; Previously,
President of FIIA, Director
of Fidelity International
Limited, and numerous
companies and funds in the
FIL group.
Keith Ferguson Director of FIIA.
Richard Horlick Director of FIIA.
K.C. Lee Director of FIIA and Fidelity
Investments Management (Hong
Kong) Limited.
Frank Mutch Director of FIIA.
Richard Ford Director of FIIA.
Peter Phillips Director of FIIA and Fidelity
Investments Management (Hong
Kong) Limited.
Matthew Heath Secretary of FIIA.
Terrence V. Richards Assistant Secretary of FIIA.
Rosalie Sheppard Assistant Secretary of FIIA.
(6) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
(FIIA(U.K.)L)
26 Lovat Lane, London, EC3R 8LL, England
The directors and officers of FIIA(U.K.)L have held, during the past
two fiscal years, the following positions of a substantial nature.
Anthony J. Bolton Director of FIIA(U.K.)L,
Fidelity International
Investment Advisors (FIIA),
Fidelity Investment
Management Limited (FIML
(U.K.)), Fidelity Investment
Services Limited (FISL
(U.K.)), and Fidelity
Investments International
(FII).
Pamela Edwards Director of FIIA(U.K.)L, FISL
(U.K.), and FII; Previously,
Director of Legal Services
for Europe.
Simon Haslam Director and Secretary of
FIIA(U.K.)L; Director and
Chief Financial Officer of
FIIA, FISL (U.K.), and FII;
Previously, Chief Financial
Officer of FIL, Company
Secretary of Fidelity
Investments Group of
Companies (U.K.); Director
of FIJ.
Sally Walden Director of FIIA(U.K.)L and
FISL (U.K.).
Sally Hinchliffe Assistant Secretary of
FIIA(U.K.)L.
(7) FIDELITY INVESTMENTS JAPAN LIMITED (FIJ)
Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan
The directors and officers of FIJ have held, during the past two
fiscal years, the following positions of a substantial nature.
Edward C. Johnson 3d Chairman and Representative
Director of FIJ; Chairman of
the Board and Director of
FMR Far East, FMR, FMR
Corp., FMR U.K., FMRC, and
FIMM; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; President and Trustee
of funds advised by FMR.
Yasuo Kuramoto Vice Chairman and
Representative Director of
FIJ.
Billy Wilder President and Representative
Director of FIJ; Vice
President of FMR Far East.
Noboru Kawai Director and General Manager
of Administration of FIJ.
Tetsuzo Nishimura Director and Vice President
of Wholesales/ Broker
Distribution of FIJ.
Hiroshi Yamashita Senior Managing Director of
FIJ.
Yasushi Murofushi Statutory Auditor of FIJ.
Takeshi Okazaki Director and Head of
Institutional Sales of FIJ.
Simon Haslam Director of FIJ; Director and
Chief Financial Officer of
FIIA, FISL (U.K.), and FII;
Director and Secretary of
FIIA(U.K.)L; Previously,
Chief Financial Officer of
FIL; Company Secretary of
Fidelity Investments Group
of Companies (U.K.).
Item 27. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Fund
Edward C. Johnson 3d Director Trustee and President
Michael Mlinac Director None
James Curvey Director None
Martha B. Willis President None
Eric D. Roiter 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 28. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Chase Manhattan Bank, 1 Chase Manhattan
Plaza, New York, NY, Brown Brothers Harriman & Co., 40 Water Street,
Boston, MA or State Street Bank & Trust Company, 1776 Heritage Drive,
Quincy, MA.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
(a) The Registrant undertakes for Fidelity Advisor Diversified
International Fund, Fidelity Advisor Emerging Asia Fund, Fidelity
Advisor Emerging Markets Income Fund, Fidelity Advisor Europe Capital
Appreciation Fund, Fidelity Advisor Global Equity Fund, Fidelity
Advisor International Capital Appreciation Fund, Fidelity Advisor
Japan Fund, Fidelity Advisor Latin America Fund, and Fidelity Advisor
Overseas Fund: (1) to call a meeting of shareholders for the purpose
of voting upon the questions of removal of a trustee or trustees, when
requested to do so by record holders of not less than 10% of its
outstanding shares; and (2) to assist in communications with other
shareholders pursuant to Section 16(c)(1) and (2) of the 1934 Act,
whenever shareholders meeting the qualifications set forth in Section
16(c) seek the opportunity to communicate with other shareholders with
a view toward requesting a meeting.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Post-Effective Amendment No. 59 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 3rd day of April 2000.
Fidelity Advisor Series VIII
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)
/s/Edward C. Johnson 3d President and Trustee April 3, 2000
(dagger)
Edward C. Johnson 3d (Principal Executive Officer)
/s/Robert A. Dwight Treasurer April 3, 2000
Robert A. Dwight
/s/Robert C. Pozen Trustee April 3, 2000
Robert C. Pozen
/s/Ralph F. Cox Trustee April 3, 2000
*
Ralph F. Cox
/s/Phyllis Burke Davis Trustee April 3, 2000
*
Phyllis Burke Davis
/s/Robert M. Gates Trustee April 3, 2000
*
Robert M. Gates
/s/Donald J. Kirk Trustee April 3, 2000
*
Donald J. Kirk
/s/Ned C. Lautenbach Trustee April 3, 2000
*
Ned C. Lautenbach
/s/Peter S. Lynch Trustee April 3, 2000
*
Peter S. Lynch
/s/Marvin L. Mann Trustee April 3, 2000
*
Marvin L. Mann
/s/William O. McCoy Trustee April 3, 2000
*
William O. McCoy
/s/Gerald C. McDonough Trustee April 3, 2000
*
Gerald C. McDonough
/s/Thomas R. Williams Trustee April 3, 2000
*
Thomas R. Williams
(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 16, 1999 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III
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
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
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, 2000.
WITNESS our hands on this sixteenth day of December, 1999.
/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d Peter S. Lynch
/s/Ralph F. Cox /s/William O. McCoy
Ralph F. Cox William O. McCoy
/s/Phyllis Burke Davis /s/Gerald C. McDonough
Phyllis Burke Davis Gerald C. McDonough
/s/Ned C. Lautenbach /s/Marvin L. Mann
Ned C. Lautenbach Marvin L. Mann
/s/Donald J. Kirk /s/Thomas R. Williams
Donald J. Kirk Thomas R. Williams
/s/Robert C. Pozen /s/Robert M. Gates
Robert C. Pozen Robert M. Gates
EXHIBIT D(8)
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY ADVISOR SERIES VIII:
FIDELITY ADVISOR KOREA FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this __ day of ____ 200_, by and between Fidelity
Advisor Series VIII, a business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Fidelity Advisor Korea Fund (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. The Adviser will be compensated on the following basis for the
services and facilities to be furnished hereunder. The Adviser shall
receive a monthly management fee, payable monthly as soon as
practicable after the last day of each month, composed of a Group Fee
and an Individual Fund Fee.
(a) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month. The Group Fee
Rate shall be determined on a cumulative basis pursuant to the
following schedule:
GROUP FEE RATE SCHEDULE
Average Group Assets Annualized Rate
0 - $3 billion .5200%
3 - 6 .4900
6 - 9 .4600
9 - 12 .4300
12 - 15 .4000
15 - 18 .3850
18 - 21 .3700
21 - 24 .3600
24 - 30 .3500
30 - 36 .3450
36 - 42 .3400
42 - 48 .3350
48 - 66 .3250
66 - 84 .3200
84 - 102 .3150
102 - 138 .3100
138 - 174 .3050
174 - 210 .3000
210 - 246 .2950
246 - 282 .2900
282 - 318 .2850
318 - 354 .2800
354 - 390 .2750
390 - 426 .2700
426 - 462 .2650
462 - 498 .2600
498 - 534 .2550
534 - 587 .2500
587 - 646 .2463
646 - 711 .2426
711 - 782 .2389
782 - 860 .2352
860 - 946 .2315
946 - 1,041 .2278
1,041 - 1,145 .2241
1,145 - 1,260 .2204
over - 1,260 .2167
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
0.55%.
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute
the Annual Management Fee Rate. One-twelfth of the Annual Management
Fee Rate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust or other organizational document) determined as of the close
of business on each business day throughout the month.
(c) In case of 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,
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 or other investment
instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until July
31, ____ 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 subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(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
or other organizational document 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 or other organizational document 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 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 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 D(71)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR KOREA FUND
AGREEMENT made this __ day of ____, 200_, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity Management & Research
(U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity
Advisor Series VIII, a Massachusetts business trust which may issue
one or more series of shares of beneficial interest (hereinafter
called the "Trust") on behalf of Fidelity Advisor Korea Fund
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor
shall pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Trust or Advisor may impose with respect
to the Portfolio by notice to the Sub-Advisor. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the Sub-Advisor may
select. The Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including
but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction
of the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
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-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 110% of the Sub-Advisor's costs incurred in
connection with rendering the services referred to in subparagraph (a)
of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the
Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 50% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers or reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1)
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor 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 Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (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 Trust 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 therefore; (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 Advisor,
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 Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the Sub-Advisor and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor 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 with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. Governing Law: 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 1940 Act 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 D(72)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR KOREA FUND
AGREEMENT made this __ day of ____, 200_, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity Management & Research
(Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity
Advisor Series VIII, a Massachusetts business trust which may issue
one or more series of shares of beneficial interest (hereinafter
called the "Trust") on behalf of Fidelity Advisor Korea Fund
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor
shall pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Trust or Advisor may impose with respect
to the Portfolio by notice to the Sub-Advisor. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the Sub-Advisor may
select. The Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including
but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction
of the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
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-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. Compensation: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 105% of the Sub-Advisor's costs incurred in
connection with rendering the services referred to in subparagraph (a)
of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be
reduced to reflect expense reimbursements or fee waivers by the
Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 50% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers and reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor 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 Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (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 Trust 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 therefore; (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 Advisor,
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 Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the Sub-Advisor and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor 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 with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. Governing Law: 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 1940 Act 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 D(73)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR KOREA FUND
AGREEMENT made this __ day of ____, 200_, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity International Investment
Advisors, a Bermuda company with principal offices at Pembroke Hall,
Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Fidelity
Advisor Series VIII, a Massachusetts business trust which may issue
one or more series of shares of beneficial interest (hereinafter
called the "Trust") on behalf of Fidelity Advisor Korea Fund
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated
persons have personnel in various locations throughout the world and
have been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. DUTIES: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall
pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940 (the
"1940 Act") and rules thereunder, as amended from time to time, and
such other limitations as the Trust or Advisor may impose with respect
to the Portfolio by notice to the Sub-Advisor. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the Sub-Advisor may
select. The Sub-Advisor may also be authorized, but only to the
extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including
but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction
of the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. INFORMATION TO BE PROVIDED TO THE TRUST AND THE ADVISOR: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. BROKERAGE: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
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-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. COMPENSATION: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to: (i) 30% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is
obligated to pay the Advisor under its Management Contract with the
Advisor, multiplied by (ii) the fraction equal to the net assets of
the Portfolio as to which the Sub-Advisor shall have provided
investment advice divided by the net assets of the Portfolio for that
month. The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from
time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 57% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 57% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers and reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. EXPENSES: It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor 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 Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (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 Trust 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 Advisor,
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 Trust's Trustees and officers with respect thereto.
6. INTERESTED PERSONS: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. STANDARD OF CARE: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. DURATION AND TERMINATION OF AGREEMENT; AMENDMENTS:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the Sub-Advisor and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission, 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 subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor 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 with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. LIMITATION OF LIABILITY: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. GOVERNING LAW: 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 1940 Act 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 D(74)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
AND
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
AGREEMENT made this __ day of ____, 200_, by and between Fidelity
International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane,
London, England (hereinafter called the "U.K. Sub-Advisor") and
Fidelity International Investment Advisors, a Bermuda company with
principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter
called the "Sub-Advisor").
WHEREAS Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Advisor"), has entered into a
Management Contract with Fidelity Advisor Series VIII, a Massachusetts
business trust which may issue one or more series of shares of
beneficial interest (hereinafter called the "Trust"), on behalf of
Fidelity Advisor Korea Fund (hereinafter called the "Portfolio"),
pursuant to which the Advisor is to act as investment advisor to the
Portfolio, and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
with the Advisor (the "Sub-Advisory Agreement") pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, shall provide investment advice or investment
management and order execution services to the Portfolio, and
WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has
been formed in part for the purpose of researching and compiling
information and recommendations with respect to the economies of
various countries, and securities of issuers located outside of North
America, principally in the U.K. and Europe.
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the U.K.
Sub-Advisor agree as follows:
1. Duties: The Sub-Advisor may, in its discretion, appoint the U.K.
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio, in
connection with the Sub-Advisor's duties under the Sub-Advisory
Agreement. The services and the portion of the investments of the
Portfolio advised or managed by the U.K. Sub-Advisor shall be as
agreed upon from time to time by the Sub-Advisor and the U.K.
Sub-Advisor. The U.K. Sub-Advisor shall pay the salaries and fees of
all personnel of the U.K. Sub-Advisor performing services for the
Portfolio relating to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall provide investment advice to
the Sub-Advisor with respect to all or a portion of the investments of
the Portfolio, and in connection with such advice shall furnish the
Sub-Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such
information may include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Sub-Advisor, the U.K. Sub-Advisor shall manage all or a portion of the
investments of the Portfolio in accordance with the investment
objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to
time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations
as the Trust or Advisor may impose with respect to the Portfolio by
notice to the U.K. Sub-Advisor. With respect to the portion of the
investments of the Portfolio under its management, the U.K.
Sub-Advisor is authorized to make investment decisions on behalf of
the Portfolio with regard to any stock, bond, other security or
investment instrument, and to place orders for the purchase and sale
of such securities through such broker-dealers as the U.K. Sub-Advisor
may select. The U.K. Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign
currency investments, purchasing and selling or writing futures and
options contracts, borrowing money or lending securities on behalf of
the Portfolio. All investment management and any other activities of
the U.K. Sub-Advisor shall at all times be subject to the control and
direction of the Sub-Advisor, the Advisor and the Trust's Board of
Trustees.
2. Information to be Provided to the Trust and the Advisor: The
U.K. Sub-Advisor shall furnish such reports, evaluations, information
or analyses to the Trust, the Advisor, and the Sub-Advisor as the
Trust's Board of Trustees, the Advisor or the Sub-Advisor may
reasonably request from time to time, or as the U.K. Sub-Advisor may
deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the U.K.
Sub-Advisor shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the U.K. Sub-Advisor, which may include brokers or
dealers affiliated with the Advisor, Sub-Advisor or U.K. Sub-Advisor.
The U.K. Sub-Advisor 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 to the other accounts over which the U.K.
Sub-Advisor, the Sub-Advisor or Advisor exercise investment
discretion. The U.K. Sub-Advisor 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 U.K. Sub-Advisor
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 U.K. Sub-Advisor and the Sub-Advisor have
with respect to accounts over which they exercise investment
discretion. The Trustees of the Trust 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.
4. Compensation: The Sub-Advisor shall compensate the U.K.
Sub-Advisor on the following basis for the services to be furnished
hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor
agrees to pay the U.K. Sub-Advisor a monthly U.K. Sub-Advisory Fee.
The U.K. Sub-Advisory Fee shall be equal to 110% of the U.K.
Sub-Advisor's costs incurred in connection rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. The
U.K. Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Sub-Advisor or Advisor, if any,
in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
agrees to pay the U.K. Sub-Advisor a monthly Investment Management
Fee. The Investment Management Fee shall be equal to 110% of the U.K.
Sub-Advisor's costs incurred in connection rendering the services
referred to in subparagraph (b) of paragraph 1 of this Agreement. The
U.K. Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Sub-Advisor or Advisor, if any,
in effect from time to time.
(c) PROVISION OF MULTIPLE SERVICES: If the U.K. Sub-Advisor shall
have provided both investment advisory services under subparagraph (a)
and investment management services under subparagraph (b) of paragraph
1 for the same portion of the investments of the Portfolio for the
same period, the fees paid to the U.K. Sub-Advisor with respect to
such investments shall be calculated exclusively under subparagraph
(b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by the
U.K. Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract with the
Portfolio.
6. Interested Persons: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the U.K. Sub-Advisor as directors,
officers or otherwise and that directors, officers and stockholders of
the Advisor, the Sub-Advisor or the U.K. Sub-Advisor are or may be or
become similarly interested in the Trust, and that the Advisor, the
Sub-Advisor or the U.K. Sub-Advisor may be or become interested in the
Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The Services of the
U.K. Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the U.K. Sub-Advisor 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 U.K.
Sub-Advisor's ability to meet all of its obligations hereunder. The
U.K. Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Advisor, the Sub-Advisor or the
Trust.
8. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the U.K. Sub-Advisor, the U.K. Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust 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.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the U.K. Sub-Advisor, the Sub-Advisor and the Portfolio subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor, the U.K. Sub-Advisor 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 with
respect to the Portfolio by vote of a majority of its outstanding
voting securities. This Agreement shall terminate automatically in
the event of its assignment.
10. Limitation of Liability: The U.K. Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the U.K. Sub-Advisor
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the U.K.
Sub-Advisor seek satisfaction of any such obligation from the Trustees
or any individual Trustee.
11. Governing Law: 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 1940 Act 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 D(75)
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INVESTMENTS JAPAN LIMITED
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR KOREA FUND
AGREEMENT made this __ day of ____, 200_, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity Investments Japan
Limited, a Japanese company with principal offices at Shiroyama JT
Mori Building, 19th Floor, 3-1 Toranomon 4-chome, Minato-ku, Tokyo
105, Japan (hereinafter called the "Sub-Advisor"); and Fidelity
Advisor Series VIII, a Massachusetts business trust which may issue
one or more series of shares of beneficial interest (hereinafter
called the "Trust") on behalf of Fidelity Advisor Korea Fund
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Advisor is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor has been formed in part for the purpose of
researching and compiling information and recommendations with respect
to the economies of various countries, and securities of issuers
located in such countries, and providing investment advisory services
in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. DUTIES: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with
respect to all or a portion of the investments of the Portfolio. The
services and the portion of the investments of the Portfolio to be
advised or managed by the Sub-Advisor shall be as agreed upon from
time to time by the Advisor and the Sub-Advisor. The Sub-Advisor
shall pay the salaries and fees of all personnel of the Sub-Advisor
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the
investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information,
research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the
Advisor, manage all or a portion of the investments of the Portfolio
in accordance with the investment objective, policies and limitations
provided in the Portfolio's Prospectus or other governing instruments,
as amended from time to time, the Investment Company Act of 1940
(the"1940 Act") and rules thereunder, as amended from time to time,
and such other limitations as the Trust or Advisor may impose with
respect to the Portfolio by notice to the Sub-Advisor. With respect
to the portion of the investments of the Portfolio under its
management, the Sub-Advisor is authorized to make investment decisions
on behalf of the Portfolio with regard to any stock, bond, other
security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as
the Sub-Advisor may select. The Sub-Advisor may also be authorized,
but only to the extent such duties are delegated in writing by the
Advisor, to provide additional investment management services to the
Portfolio, including but not limited to services such as managing
foreign currency investments, purchasing and selling or writing
futures and options contracts, borrowing money, or lending securities
on behalf of the Portfolio. All investment management and any other
activities of the Sub-Advisor shall at all times be subject to the
control and direction of the Advisor and the Trust's Board of
Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or
all of the services contemplated by this Agreement directly or through
such of its subsidiaries or other affiliated persons as the
Sub-Advisor shall determine; provided, however, that performance of
such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. INFORMATION TO BE PROVIDED TO THE TRUST AND THE ADVISOR: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees
or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. BROKERAGE: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
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-Advisor, which may include brokers or dealers
affiliated with the Advisor or Sub-Advisor. The Sub-Advisor 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor 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-Advisor 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-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust 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.
4. COMPENSATION: The Advisor shall compensate the Sub-Advisor on
the following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under
subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to: (i) 30% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is
obligated to pay the Advisor under its Management Contract with the
Advisor, multiplied by (ii) the fraction equal to the net assets of
the Portfolio as to which the Sub-Advisor shall have provided
investment advice divided by the net assets of the Portfolio for that
month. The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from
time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees
to pay the Sub-Advisor a monthly Investment Management Fee. The
Investment Management Fee shall be equal to: (i) 57% of the monthly
management fee rate (including performance adjustments, if any) that
the Portfolio is obligated to pay the Advisor under its Management
Contract with the Advisor, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment management services divided by the net assets of
the Portfolio for that month. If in any fiscal year the aggregate
expenses of the Portfolio exceed any applicable expense limitation
imposed by any state or federal securities laws or regulations, and
the Advisor waives all or a portion of its management fee or
reimburses the Portfolio for expenses to the extent required to
satisfy such limitation, the Investment Management Fee paid to the
Sub-Advisor will be reduced by 57% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements
and the Advisor subsequently recovers all or any portion of such
waivers and reimbursements, then the Sub-Advisor shall be entitled to
receive from the Advisor a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Advisor required by such limitations are in excess of the Advisor's
management fee, the Investment Management Fee paid to the Sub-Advisor
will be reduced to zero for that month, but in no event shall the
Sub-Advisor be required to reimburse the Advisor for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1
for the same portion of the investments of the Portfolio for the same
period, the fees paid to the Sub-Advisor with respect to such
investments shall be calculated exclusively under subparagraph (b) of
this paragraph 4.
5. EXPENSES: It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor 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 Trust's Trustees other than those who are "interested persons"
of the Trust, the Sub-Advisor or the Advisor; (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 Trust 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 Advisor,
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 Trust's Trustees and officers with respect thereto.
6. INTERESTED PERSONS: It is understood that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust,
and that the Advisor or the Sub-Advisor may be or become interested in
the Trust as a shareholder or otherwise.
7. SERVICES TO OTHER COMPANIES OR ACCOUNTS: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor 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-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an
independent contractor and not an agent or employee of the Advisor or
the Trust.
8. STANDARD OF CARE: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust 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.
9. DURATION AND TERMINATION OF AGREEMENT; AMENDMENTS:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the Sub-Advisor and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor 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 with respect to the Portfolio
by vote of a majority of its outstanding voting securities. This
Agreement shall terminate automatically in the event of its
assignment.
10. LIMITATION OF LIABILITY: The Sub-Advisor is hereby expressly
put on notice of the limitation of shareholder liability as set forth
in the Declaration of Trust or other organizational document of the
Trust and agrees that any obligations of the Trust or the Portfolio
arising in connection with this Agreement shall be limited in all
cases to the Portfolio and its assets, and the Sub-Advisor shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee.
11. GOVERNING LAW: 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 1940 Act 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 D(76)
FORM OF
RESEARCH AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC.
AND
FIDELITY INVESTMENTS JAPAN LIMITED
AGREEMENT made this __ day of _____, 200_, by and between Fidelity
Management & Research (Far East), Inc., a Massachusetts corporation
(the "Sub-Advisor"); and Fidelity Investments Japan Limited, a
Japanese corporation (the "Japan Sub-Advisor").
WHEREAS, Fidelity Management & Research Company, a Massachusetts
corporation (the "Advisor"), has entered into a Management Contract
(the "Management Contract") with Fidelity Advisor Series VIII, a
Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Fidelity
Advisor Korea Fund (the "Portfolio"), pursuant to which the Advisor
acts as investment advisor to the Portfolio; and
WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement
(the "Sub-Advisory Agreement") with the Advisor, pursuant to which the
Sub-Advisor, directly or through certain of its subsidiaries or other
affiliated persons, may provide, at the Advisor's discretion,
investment advice or investment management and order execution
services to the Portfolio; and
WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been
formed for the purpose, among others, of researching and compiling
information and recommendations with respect to the economies of Japan
and other Asian countries and the securities of issuers located in
Japan and other Asian countries;
NOW THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Sub-Advisor and the Japan
Sub-Advisor hereby agree as follows:
1. Delegation of Duties: Pursuant to paragraph 1(c) of the
Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan
Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility
for performing such non-discretionary investment advisory and research
services relating to the Japanese economy and the securities of
Japanese issuers (and such other Asian economies and issuers as the
Sub-Advisor may request from time to time) as may be requested of the
Sub-Advisor by the Advisor pursuant to the Sub-Advisory Agreement.
The Japan Sub-Advisor shall pay the salaries and fees of all personnel
of the Japan Sub-Advisor performing such services on behalf of the
Portfolio.
(a) INVESTMENT ADVICE: In connection with the performance of such
services, the Japan Sub-Advisor shall furnish to the Advisor and the
Sub-Advisor such factual information, research reports and investment
recommendations as Advisor or the Sub-Advisor may reasonably require.
Such information may include written and oral reports and analyses.
All such reports, recommendations, analyses and other information may
be used, transferred, assigned or sold by the Sub-Advisor, in its sole
discretion, without the consent of the Japan Sub-Advisor.
(b) SUBSIDIARIES AND AFFILIATES: The Japan Sub-Advisor may perform
any or all of the services contemplated by this Agreement directly or
through such of its subsidiaries or other affiliated persons as the
Japan Sub-Advisor shall determine; provided, however, that performance
of such services through such subsidiaries or other affiliated persons
shall have been approved by the Trust to the extent required pursuant
to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust, the Advisor and the
Sub-Advisor: The Japan Sub-Advisor shall furnish such reports,
evaluations, information or analyses to the Trust, the Advisor, and
the Sub-Advisor, as the Trust's Board of Trustees, the Advisor or the
Sub-Advisor may reasonably request from time to time, or as the Japan
Sub-Advisor may deem to be desirable.
3. Compensation: For the services provided under this Agreement, the
Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to
100% of the Japan Sub-Advisor's costs incurred in connection with
rendering the services provided hereunder. The Japan Sub-Advisor's
fee shall not be reduced to reflect expense reimbursements or fee
waivers by the Sub-Advisor or the Advisor, if any, in effect from time
to time.
4. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Japan
Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory
Agreement or by the Advisor under the Management Contract.
5. Interested Persons: It is understood (i) that Trustees, officers,
and shareholders of the Trust are or may be or become interested in
the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors,
officers or otherwise, (ii) that directors, officers and stockholders
of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be
or become similarly interested in the Trust, and (iii) that the
Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or
become interested in the Trust as a shareholder or otherwise.
6. Services to Other Companies or Accounts: The services of the
Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be
exclusive, the Japan Sub-Advisor 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 Japan
Sub-Advisor's ability to meet all of its obligations hereunder. The
Japan Sub-Advisor shall for all purposes be an independent contractor
and not an agent or employee of the Sub-Advisor, the Advisor or the
Trust.
7. Standard of Care: In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor
shall not be subject to liability to the Sub-Advisor, the Advisor, the
Trust 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.
8. Liability. Notwithstanding anything in this Agreement to the
contrary, it is understood that the Sub-Advisor shall remain liable to
the Advisor and the Portfolio under the Sub-Advisory Agreement for the
acts and omissions of Japan Sub-Advisor taken in the course of the
performance of the Japan Sub-Advisor's duties hereunder to the same
extent as would be the case had the Sub-Advisor performed such acts or
omissions itself, provided, however, that to the extent the
Sub-Advisor suffers a loss to the Advisor or the Portfolio as a result
of or arising out of such acts or omissions of the Japan Sub-Advisor,
the Sub-Advisor shall be entitled to seek redress against the Japan
Sub-Advisor in accordance with the terms hereof.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of
this paragraph 9, this Agreement shall continue in force until July
31, ____ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust'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 Advisor,
the Sub-Advisor, the Japan Sub-Advisor and the Portfolio subject to
the provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of
this paragraph 9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this 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 Advisor, the Sub-Advisor, the Japan Sub-Advisor 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 with
respect to the Portfolio by vote of a majority of its outstanding
voting securities. This Agreement shall terminate automatically in
the event of its assignment.
10. Limitation of Liability: The Japan Sub-Advisor is hereby
expressly put on notice of the limitation of shareholder liability as
set forth in the Declaration of Trust or other organizational document
of the Trust and agrees that any obligations of the Trust or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Japan
Sub-Advisor shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio. Nor shall the
Japan Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.
11. Governing Law: 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 person,"
when used herein, shall have the respective meanings specified in the
1940 Act 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 d(77)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this __ day of ____, 200_, by and between FMR Co.,
Inc., a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (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
Fidelity Advisor Series VIII, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the ``Fund"), on behalf of Fidelity Advisor Korea Fund
(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 equity and high income funds and advising
generally with respect to equity and high income instruments.
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 all or such portion of the
Portfolio's assets as the Adviser shall designate 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 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
Portfolio 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 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. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a
monthly fee equal to 50% of the management fee (including performance
adjustments, if any) that the Portfolio is obligated to pay the
Adviser under the Portfolio's Management Contract with the Adviser in
respect of that portion of the Portfolio's assets managed by the
Sub-Adviser during such month. 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.
6. 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 Advisor, the Trust 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.
7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7, this Agreement shall continue in force until July
31, ____, 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 subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretive releases of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, 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 upon the termination of the Management Contract between
the Fund, on behalf of the Portfolio, and the Adviser. This Agreement
shall terminate automatically in the event of its assignment.
8. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document 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.
9. 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 e(9)
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY ADVISOR SERIES VIII
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this ___ day of , , between Fidelity
Advisor Series VIII, a Massachusetts 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 Fidelity Advisor Korea Fund, 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 Distributors
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 Distributors 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,
Distributors 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 Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' 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
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors 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, Distributors 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 - Distributors 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 Distributors 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 Distributors, and Distributors 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 Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
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
Distributors and each of its directors and officers and each person,
if any, who controls Distributors 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 Distributors 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 Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors 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 Distributors or any person
indemnified unless Distributors 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
Distributors or any such person (or after 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 Distributors 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 Distributors 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, Distributors, 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 Distributors, 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 Distributors 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.
Distributors 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
Distributors 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
Distributors. In no case (i) is the indemnity of Distributors 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 Distributors 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 Distributors of any claim shall not relieve Distributors 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
Distributors, 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 Distributors 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 Distributors 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 Distributors 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. Distributors 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 March 31, ____ 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 Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors 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.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall
Distributors 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 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 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 g(9)
FORM OF
CUSTODIAN AGREEMENT
Dated as of: _________________
Between
Each of the Investment Companies
Listed on Appendix "A" Attached Hereto
and
The Chase Manhattan Bank, N.A.
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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
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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
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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
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Exhibit g(9)
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 Chase Manhattan Bank, N.A. (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 Chase Manhattan Bank, N.A.
Four Chase Metrotech Center, 8th Floor
Brooklyn, New York 11245
Attn: Don Gandy, Vice President
Telephone: (718) 242-3439
Telefax: (718) 242-1374
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.
<TABLE>
<CAPTION>
<S> <C>
Each of the Investment Companies Listed on The Chase Manahattan Bank, N.A.
Appendix "A" Attached Hereto, on Behalf
of each of Their Respective Portfolios
</TABLE>
[SIGNATURE LINES OMITTED]
Exhibit g(9)
FORM OF
Appendix "B"
To
Custodian Agreement
Between
The Chase Manhattan Bank, N.A. 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 August 1, 1994 (the "Custodian Agreement"):
A. Additional Custodians:
CUSTODIAN PURPOSE
Bank of New York FICASH
FITERM
B. Special Subcustodians:
SUBCUSTODIAN PURPOSE
Bank of New York FICASH
Citibank, N.A. Global Bond Certificates*
C. Foreign Subcustodians:
COUNTRY FOREIGN SUBCUSTODIAN DEPOSITORY
Argentina Chase Manhattan Bank, N.A., Caja de Valores, S.A.
Buenos Aires
Citibank, N.A., Buenos Aires
Australia The Chase Manhattan Bank, Austraclear Limited
Sydney
RITS
Westpac Banking Corporation,
Sydney
The Clearing House Electronic
Sub-register System
Austria Creditanstalt-Bankverein, Osterreichsche Kontrollbank
Vienna Aktiengesellschaft (OEKB)
Bahrain British Bank of the Middle None
East, Manama
Bangladesh Standard Chartered Bank, Dhaka None
*Citibank, N.A. will act as Special Subcustodian with respect to
global bond certificates for the following portfolios only: Fidelity
Advisor Series VIII: Fidelity Advisor Emerging Markets Income Fund;
Fidelity Investment Trust:
Fidelity New Markets Income Fund.
<TABLE>
<CAPTION>
<S> <C> <C>
Belgium Generale Bank, Caisse Interprofessionnelle
Brussels de Depot et de Virement de
Banque Bruxelles Lambert, Titres (CIK)
Brussels
Banque Nationale de Belgique
Bermuda The Bank of Bermuda, Limited None
Hamilton
Botswana Barclays Bank of Botswana Ltd., None
Gaborone
Brazil Citibank, N.A., Sao Paulo Bolsa de Valores de Sao Paulo
(BOVESPA/CALISPA);
BankBoston, N.A., Sao Paulo Rio de Janeiro Stock Exchange
(BVRJ)
Companhia Brasileira de
Liquidacao
e Custodia
Bulgaria ING Bank, Sofia Central Depository AD,
Bulgarian
National Bank
Canada Canada Imperial Bank of Canadian Depository for
Commerce,
Toronto Securities Ltd. (CDS)
Royal Bank of Canada
Chile Chase Manhattan Bank, Santiago None
Citibank, N.A., Santiago
China-Shanghai Hongkong & Shanghai Banking Shanghai Securities Central
Corp., Ltd., Shanghai Clearing & Registration Corp.
(SSCCRC)
China-Shenzhen Hongkong & Shanghai Banking Shenzhen Securities Central
Corp., Ltd., Shenzhen Clearing Co (SSCC)
Colombia Cititrust Colombia S.A., Deposito Central de Valores
Sociedad Fiduciaria,
Bogota
Deposito Centralizado de
Valores
(DECEVAL)
Cyprus The Cyprus Popular Bank Ltd None
Czech Republic Ceskoslovenska Obchodni Securities Center (SCP)
Banka, A.S., Prague
ING Bank N.V., Prague
Denmark Den Danske Bank, Copenhagen Vaerdipapircentralen-VP Center
Ecuador Citibank, N.A., Quito None
Egypt National Bank of Egypt, Cairo Misr for Clearing, Settlement
and
Depository
Citibank, N.A., Cairo
Finland Merita Bank, Ltd., Central Share Register of
Helsinki Finland (CSR)
France Banque Paribas, Paris SICOVAM
Credit Agricole Indosuez, Paris
Germany Dresdner Bank A.G., Frankfurt Deutsche Borse Clearing (DBC)
Ghana Barclays Bank of Ghana Ltd., None
Accra
Greece Barclays Bank Plc, Athens The Central Securities
Depository
(Apothetirio Titlon, A.E.)
Bank of Greece
Hong Kong Chase Manhattan Bank, Central Clearing & Settlement
Hong Kong System (CCASS)
Hongkong & Shanghai Banking The Central Money Markets Unit
Corp., Ltd.,
Hong Kong
Hungary Citibank Budapest Rt., Budapest Central Depository & Clearing
House
(Budapest) Ltd. (KELER Ltd.)
India Deutsche Bank AG, Mumbai National Securities Depository
Limited (NSDL)
Hongkong & Shanghai Banking Mumbai
Corp. Ltd.,
Chase Manhattan Bank, Mumbai
Standard Chartered Bank, Mumbai
Indonesia Hongkong & Shanghai Banking None
Corp. Ltd.,
Jakarta
Standard Chartered Bank,
Jakarta
Ireland Bank of Ireland, Dublin The CREST System
Allied Irish Bank PLC, Dublin Bank of Ireland Securities
Settlement
Office
Israel Bank Leumi Le-Israel, B. M., Tel Aviv Stock Exchange
Tel Aviv
(TASE) Clearinghouse Ltd.
Italy Bank Paribas, Milan Monte Titoli S.p.A.
Citibank, N.A., Milan Banca d'Italia
Ivory Coast Societe Generale de Banques en
Cote d'Ivoire, Abidjan None
Japan The Fuji Bank, Limited, Tokyo Japan Securities
Depository Center (JASDEC)
Bank of Tokyo-Mitsubishi Bank of Japan
Ltd., Tokyo
Jordan Arab Bank, PLC, Amman None
Kenya Barclays Bank of Kenya Ltd., None
Nairobi
Lebanon The British Bank of the Midclear
Middle East (BBME)
Luxembourg Banque Generale du Luxembourg None
Banque Bruxelles Lambert,
Luxembourg
Malaysia The Chase Manhattan Bank, Malaysian Central Depository
(M) Berhad, Kuala Lumpur Sdn. Bhd. (MCD)
Hongkong Bank Malaysia
Berhad, Kuala Lumpur
Mauritius Hongkong & Shanghai Banking Central Depository &
Corp. Ltd., Settlement Co.,
Port Louis Ltd. (CDS)
Mexico Chase Manhattan Bank, Mexico, Institucion para el Deposito de
S.A.
Valores-S.D. INDEVAL, S.A.
Citibank Mexico, S.A., Mexico de C.V.
City,
a wholly-owned subsidiary of
Citibank, N.A.
Morocco Banque Commerciale du Maroc, MAROCLEAR
Casablanca
Namibia Standard Bank Namibia Ltd., None
Windhoek
Netherlands ABN-AMRO, Bank N.V., Nederlands Centraal Instituut
Amsterdam voor Giraal Effectenverkeer
BV (NECIGEF); KAS Associatie,
N.V. (KAS)
New Zealand National Nominees Ltd., New Zealand Central Securities
Auckland
Depository Limited (NZCSD)
ANZ Banking Group (New
Zealand) Limited,
Wellington
Norway Den norske Bank ASA, Oslo Verdipapirsentralen, The
Norwegian
Registry of Securities (VPS)
Oman British Bank of the Middle Muscat Securities Market
East, Muscat
Pakistan Citibank, N. A., Karachi Central Depository
Company of Pakistan (CDC)
Standard Chartered Bank,
Karachi
Deutsche Bank AG, Karachi
Peru Citibank, N.A., Lima Caja de Valores (CAVALI, S.A.)
Philippines Hongkong & Shanghai Banking The Philippines Central
Depository,
Corp., Ltd., Manila Inc.
Poland Bank Handlowy W. Warzawie, National Depository of
S.A., Warsaw Securities
Citibank Poland, S.A.,
Warsaw, a wholly-owned
indirect subsidiary of
Citibank, N.A.
Portugal Banco Espirito Santo e Central de Valores Mobiliaros
Commercial
de Lisboa, S.A., Lisbon (Interbolsa)
Bankco Comercial Portuges,
Lisbon
The Central Treasury Bills
Registrar
Romania ING Bank N.V., Bucharest National Company for Clearing,
Settlement & Depository
for Securities (SNCDD)
Bucharest Stock Exchange (BSE)
Russia Chase Manhattan Bank Rosvneshtorgbank (VTB)
International,
Moscow
Credit Suisse First Boston AO,
Moscow, a wholly-owned
subsidiary of Credit Suisse
First Boston
Singapore Chase Manhattan Bank, Singapore Central Depository (Pte) Ltd.
(CDP)
Standard Chartered Bank,
Singapore
Oversea-Chinese Banking
Corporation Limited,
Singapore
Slovak Republic Ceskoslovenska Obchodna, Stredisko Cennych Papierov
Banka, A.S. (SCP)
Bratislava
ING Bank N.V., Bratislava
Slovenia Banka Creditanstalt D.D., Central Klirnisko Depotna
Ljubljana Druzba
d.d. (KDD)
South Africa Standard Bank of South The Central Depository Limited
Africa, Ltd.,
Johannesburg
First National Bank of
Southern Africa Ltd.,
Johannesburg
South Korea Hongkong & Shanghai Banking Korean Securities Depository
Corp., Ltd.
Seoul (KSD)
Standard Chartered Bank, Seoul
Spain Chase Manhattan Bank C.M.B., Servicio de Compensacion y
S.A.
Madrid Liquidacion de Valores (SCLV)
Banco Santander S.A., Madrid Banco de Espana
Sri Lanka Hongkong & Shanghai Banking Central Depository System
Corp. Ltd.,
Colombo (Pvt) Limited (CDS)
Swaziland Stanbic Bank Swaziland None
Limited, Mbabane
Sweden Skandinaviska Enskilda Vardepappercentralen,
Banken, Stockholm
The Swedish Central Securities
Svenska Handelsbanken, Depository
Stockholm
Switzerland Union Bank of Switzerland, Schweizerische Effekten-
Zurich Giro A.G. (SEGA)
Taiwan Chase Manhattan Bank, Taipei Taiwan Securities Central
Depository Co., Ltd. (TSCD)
Hongkong & Shanghai Banking
Corp., Ltd.
Taipei
Thailand Chase Manhattan Bank, Bangkok Thailand Securities Depository
Company Limited (TSD)
Standard Chartered Bank,
Bangkok
Transnational CEDEL, S.A. Luxembourg
The Euroclear System
Turkey Chase Manhattan Bank, Istanbul Takas ve Saklama A.S. (TvS)
Citibank, N.A., Istanbul Central Bank of Turkey
United Kingdom Chase Manhattan Bank, London The CREST System
First Chicago NBD Central Gilts Office
Corporation, London
Central Moneymarkets Office
Uruguay BankBoston, N.A., Montevideo None
Citibank, N.A., Montevideo
Venezuela Citibank, N.A., Caracas None
Zambia Barclays Bank of Zambia Ltd., Lusaka Stock Exchange
Lusaka
Zimbabwe Barclays Bank of Zimbabwe None
Ltd., Harare
</TABLE>
Each of the Investment Companies Listed on
Appendix "A" to the Custodian Agreement,
on Behalf of Each of Their Respective Portfolios
[SIGNATURE LINES OMITTED]
Exhibit g(9)
FORM OF
Appendix "C" to the
Custodian Agreement
Between
Each of the Investment Companies
Listed on Appendix "A" Thereto
And
THE CHASE MANHATTAN BANK, N.A.
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.
<TABLE>
<CAPTION>
<S> <C>
Each of the Investment Companies Listed on The Chase Manahattan Bank, N.A.
Schedule "A" Attached Hereto, on Behalf
of each of Their Respective Portfolios
</TABLE>
[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
<TABLE>
<CAPTION>
<S> <C> <C>
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
</TABLE>
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 CHASE MANHATTAN BANK, N.A.
By: _____________________
Name: _____________________
Title: _____________________
EXHIBIT "A"
TO
RELEASE CERTIFICATE
<TABLE>
<CAPTION>
<S> <C> <C>
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
</TABLE>
October 21, 1996
The Chase Manhattan Bank
Four Chase Metrotech Center - 8th Floor
Brooklyn, NY 11245
Attn: Don Gandy
Re: Addendum to Custodian Agreement, dated as of August 1, 1994,
between The Chase Manhattan Bank each of the Investment Companies
listed on Appendix "A" attached thereto
Ladies and Gentlemen:
This letter agreement shall serve as an addendum to the Custodian
Agreement (the "Custodian Agreement"), effective as of August 1, 1994,
between The Chase Manhattan Bank (the "Custodian") and each of the
Investment Companies listed on Appendix "A" attached thereto, as the
same may be amended from time to time (each a "Fund" and collectively,
the "Funds"), on behalf of each of their respective series portfolios
listed on such Appendix "A" (each a "Portfolio" and collectively, the
"Portfolios"). This Addendum shall also apply to any future Fund or
Portfolio added to Appendix A in accordance with the terms of the
Custodian Agreement. Capitalized terms not otherwise defined herein
shall have the meanings specified in the Custodian Agreement.
Pursuant to an exemptive order granted by the Securities and Exchange
Commission on October 16, 1996, each Portfolio may invest up to 25% of
its total net assets in shares of certain other open-end mutual funds
(the "Central Funds") managed by Fidelity Management & Research
Company ("FMR") or its affiliates or successors. The Funds, on behalf
of each of their respective Portfolios, and the Custodian hereby agree
that the Custodian shall maintain custody of the Portfolios'
investments in Central Fund shares in accordance with the following
provisions:
1. Manner of Holding Central Fund Shares. Notwithstanding the
provisions of Section 2.02 of the Custodian Agreement, the Custodian
is hereby authorized to maintain the shares of the Central Funds owned
by the Portfolios in book entry form directly with the transfer agent
or a designated sub-transfer agent of each such Central Fund (a
"Central Fund Transfer Agent"), subject to and in accordance with the
following provisions:
a. Such Central Fund shares shall be maintained in separate
custodian accounts for each such Portfolio in the Custodian's name or
Custodian's nominee, as custodian for such Portfolio.
b. The Custodian will implement written procedures (the "Control
Procedures") to ensure that (i) only authorized personnel of the
Custodian will be authorized to give instructions to a Central Fund
Transfer Agent in connection with a Portfolio's purchase or sale of
Central Fund shares, (ii) that trade instructions sent to a Central
Fund Transfer Agent are properly acknowledged by the Central Fund
Transfer Agent, and (iii) the Central Fund Transfer Agent's records of
each Portfolio's holdings of Central Fund shares are properly
reconciled with the Custodian's records.
2. Purchases of Central Fund Shares. Notwithstanding the provisions
of Section 2.03 of the Custodian Agreement, upon receipt of Proper
Instructions, the Custodian shall pay for and receive Central Fund
shares purchased for the account of a Portfolio, provided that (i) the
Custodian shall only send instructions to purchase such shares to the
Central Fund's transfer agent in accordance with the Control
Procedures ("Purchase Instructions") upon receipt of Proper
Instructions from FMR's trading operations, and (ii) the Custodian
shall release funds to the Central Fund Transfer Agent only after
receiving acknowledgment from the Central Fund Transfer Agent that it
has received the Purchase Instructions.
3. Sales of Underlying Fund Shares. Notwithstanding the provisions
of Section 2.05 of the Custodian Agreement, upon receipt of Proper
Instructions, the Custodian shall release Central Fund shares sold for
the account of a Portfolio, provided that (i) the Custodian shall only
send instructions to sell such shares to the Central Fund Transfer
Agent in accordance with the Control Procedures ("Sell Instructions")
upon receipt of Proper Instructions from FMR's trading operations, and
(ii) such Sell Instructions shall be properly confirmed by the Central
Fund Transfer Agent.
4. Fee Schedule. Notwithstanding the provisions of the fee schedule
currently in effect pursuant to Article VI of the Custodian Agreement,
the Custodian will charge each Portfolio $5.00 for each transaction in
Central Fund shares by such Portfolio. Such $5.00 transaction fees
will cover all services (including corresponding wire transfers) to be
performed by the Custodian in connection with transactions in Central
Fund shares by the Portfolios. All other account activity by the
Portfolios will be charged in accordance with the fee schedule in
effect from time to time in accordance with the terms of Article VI of
the Custodian Agreement, provided that, notwithstanding anything
herein to the contrary, the Custodian will not charge any Asset Fee
with respect to the assets of the Portfolios invested in the Central
Funds.
5. Other Provisions of the Custodian Agreement Remain in Effect.
The terms of this Addendum apply solely to shares of the Central Funds
held in custody by the Custodian on behalf of the Portfolios.
Notwithstanding anything herein to the contrary, this Addendum shall
have no force or effect upon the terms and conditions of the Custodian
Agreement, except to the extent such terms and conditions are
expressly modified or supplemented by the provisions of this Addendum
in respect of shares of the Central Funds held by the Portfolios.
If you are in agreement with the foregoing, please execute the
enclosed counterpart to this letter and return it to the undersigned,
whereupon this letter shall become an binding Addendum to the
Custodian Agreement, enforceable by the Custodian and the Fund in
accordance with its terms.
Each of the Investment Companies Listed on Appendix "A" to the
Custodian Agreement, on Behalf of Each of Their Respective Portfolios
By: /s/John Costello
Name: John Costello
Title: Assistant Treasurer
Agreed and Accepted as of the Date Hereof:
The Chase Manhattan Bank
By: /s/Don Gandy
Name: Don Gandy
Title: Vice President
Exhibit (g)(20)
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.
[Signature Lines Omitted]
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
Ken Rindos
Kurt Woetzel
Custodian
Ken Rindos
Kurt Woetzel
Seller
Joseph P. Blauvelt
Michael B. Boyer
Robert E. Curry
Patrick Doyle
Frank Forgione
Edward J. Frederick
Christopher Juliano
Joseph Marrone
Thomas T. McGee
John S. Mehrtens
John A. Michielini
Allen Smith, II
The Funds
Barron, Leland C. Harlow, Katharyn M. Stehman, Burnell R.
Carbone, John M. Henning, Frederick L. Jr. Todd, Deborah
Curtis, Fritz Huyck, Timothy Todd, John J.
Duby, Robert K. Jamen, Jon Torres, Joseph E.
Egan, Dorothy T. Litterst, Robert Williams, Richard
Glocke, David Silver, Samuel Zenoble, Sarah
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 (g)(20)
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:
BZW Government Securities, Inc.
CS First Boston Corp.
Daiwa Securities America, Inc.
Deutsche Bank Securities Corp.
Donaldson, Lufkin & Jenerette Securities Corp.
Fuji Securities, Inc.
Goldman Sachs & Co
Morgan Stanley & Co., Inc.
NationsBanc Capital Markets
Nikko Securities Co. International, Inc.
Nomura Securities International, Inc.
Prudential Securities, Inc.
Salomon Brothers, Inc.
Sanwa BJK Securities Co., LP
SBC Capital Markets, Inc.
Smith Barney, Inc.
Exhibit (g)(21)
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.
[Signature Lines Omitted]
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
Anthony Isola
Raymond Stancil
William Mosca
Leonardo Nichols
Alan Mann
Allen B. Clark
Custodian
Ken Rindos
Kurt Woetzel
Seller
Gary F. Holloway
Konrad R. Kruger
Stephen M. Peet
Raymond E. Humiston
P. Michael Florio
Ben Carpenter
Blake S. Drexler
Derick B. Burgher
Lyn Kratovil
The Funds
Leland Barron
Wickliffe Curtis
Dorothy Egan
David Glocke
Katharyn Harlow
Timothy Huyck
Jon Jamen
Robert Litterst
Sam Silver
Burnell Stehman
Jeffrey St. Peters
Deborah Todd
John Todd
Joseph Torres
Richard Williams
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 (g)(21)
SCHEDULE 1
The following lists the additional counterparties to the Repo
Custodian Agreement for Joint Trading Account between Chemical Bank
and the Fidelity Funds:
Chase Securities, Inc.
CS First Boston Corp.
Dresdner Securities (U.S.A.), Inc.
HSBC Securities, Inc.
Lehman Government Securities, Inc.
Merrill Lynch Government Securities, Inc.
Paine Webber, Inc.
Salomon Brothers, Inc.
UBS Securities, Inc.
Exhibit (g)(22)
Form of
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
Between
THE BANK OF NEW YORK
and
FIDELITY FUNDS
Dated as of: _________
Exhibit (g)(22)
<TABLE>
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<S> <C>
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
</TABLE>
Exhibit (g)(22)
Form of
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.
[Signature Lines Omitted]
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 B
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF MAY 11, 1995
The following is a list of the Fund Custodians of the Funds:
The Bank of New York
Morgan Guaranty Trust Company
Brown Brothers Harriman & Co.
First Union National Bank Charlotte
Chase Manhattan Bank, N.A.
State Street Bank and Trust Company
SCHEDULE C
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF MAY 11, 1995
The following is a list of Repo Custodians of the Funds:
The Bank of New York
Chemical Bank
Morgan Guaranty Trust Company
Exhibit (g)(22)
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:
Exhibit (g)(22)
"(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
[Signature Lines Omitted]
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated:
[Signature Lines Omitted]
FIDELITY INVESTMENT COMPANIES LISTED
ON SCHEDULE A-2 HERETO
Dated:
[Signature Lines Omitted]
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated:
[Signature Lines Omitted]
EXHIBIT m(46)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR KOREA FUND
Class A Shares
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 A shares of Fidelity Advisor Korea Fund ("Class
A") a class of shares of Fidelity Advisor Korea Fund, (the "Fund"), a
portfolio of Fidelity Advisor Series VIII (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund'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 Fund and reports to
recipients other than the existing shareholders of the Fund; (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 sale of Shares or who engage in shareholder
support services; and (6) providing training, marketing and support to
such dealers 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 and paragraph 2 hereof, all with respect to Class A Shares,
Class A shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class A throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class A Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class A 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund 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 Class
A Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class A 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (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, ____, 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 Trust,
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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class A 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 Class A.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 A
(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 Class A Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
A pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class A and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
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 m(47)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR KOREA FUND
Class T Shares
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 T shares of Fidelity Advisor Korea Fund ("Class
T"), a class of shares of Fidelity Advisor Korea Fund (the "Fund"), a
portfolio of Fidelity Advisor Series VIII (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund'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 Fund and reports to
recipients other than the existing shareholders of the Fund; (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 sale of Shares or who engage in shareholder
support services; and (6) providing training, marketing and support to
such dealers 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 and paragraph 2 hereof, all with respect to Class T Shares,
Class T shall pay to the Distributor a fee at the annual rate of 0.75%
(or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class T throughout the
month. 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 Fund's then current Prospectus for the
determination of the net asset value of the Fund's Class T Shares.
The Distributor may use all or any portion of the fee received
pursuant to this Plan to compensate securities dealers or other
persons who have engaged in the sale of Class T 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 hereof.
4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund 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 Class
T Shares, including the activities referred to in paragraph 2 hereof.
To the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class T 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 approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (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, ____, 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 Trust,
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 fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Class T 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 Class T.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 T
(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 Class T Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, obligation assumed by Class
T pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class T and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
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 m(48)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR KOREA FUND
Class B Shares
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 Class B shares of Fidelity Advisor Korea Fund ("Class
B"), a class of shares of Fidelity Advisor Korea Fund (the "Fund"), a
series of Fidelity Advisor Series VIII (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund'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 Fund and reports to
recipients other than existing shareholders of the Fund; (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 sale of Shares or in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class B Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class B Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class B Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class B
Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class B
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class B Shares or in shareholder support services with
respect to Class B Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class B Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund 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 Class
B Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class B Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, ____, 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
Trust, 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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class B 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 8.
9. 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 Class B.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class B Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class B pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. 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.
Exhibit m(49)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR KOREA FUND
Class C Shares
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 Class C Shares of Fidelity Advisor Korea Fund ("Class
C"), a class of shares of Fidelity Advisor Korea Fund (the "Fund"), a
series of Fidelity Advisor Series VIII (the "Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund'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 Fund and reports to
recipients other than existing shareholders of the Fund; (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 sale of Shares or in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.
3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby expressly authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.
4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:
(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month. 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 Fund's then current
Prospectus for the determination of the net asset value of Class C
Shares, but shall exclude assets attributable to any other class of
Shares of the Fund. The Distributor may, but shall not be required
to, use all or any portion of the distribution fee received pursuant
to the Plan to compensate Investment Professionals who have engaged in
the sale of Class C Shares or in shareholder support services with
respect to Class C Shares pursuant to agreements with the Distributor,
or to pay any of the expenses associated with other activities
authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.
5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. 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 Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund 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 Class
C Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Class C Shares
within the meaning of Rule 12b-1, then such payment shall be deemed to
be authorized by this Plan.
7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the 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.
8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, ____, 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
Trust, 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 fees
provided for in paragraphs 4 and 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C 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 8.
9. 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 Class C.
10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
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 Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
11. 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 Class C Shares.
12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Class C pursuant to this Plan and any agreement related to this Plan
shall be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.
13. 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.
Exhibit m(50)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR KOREA FUND
Institutional Class Shares
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 Institutional Class Shares of Fidelity Advisor Korea Fund
("Institutional Class"), a class of shares of Fidelity Advisor Korea
Fund (the "Fund"), a series of Fidelity Advisor Series VIII (the
"Trust").
2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for
the Fund'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 Fund for sale to the
public. It is recognized that Fidelity Management & Research Company
(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 Institutional Class 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 Institutional Class
Shares or who render shareholder support services, including but not
limited to providing office space, equipment and telephone facilities,
answering routine inquiries regarding the Fund, processing shareholder
transactions and providing such other shareholder services as the
Trust may reasonably request.
4. The Institutional Class will not make separate payments as a
result of this Plan to the Adviser, Distributor or any other party, it
being recognized that the Fund presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Fund 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 Institutional Class Shares within
the meaning of Rule 12b-1, then such payments shall be deemed to be
authorized by this Plan.
5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (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, 200_, 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 Trust,
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 Institutional Class to
finance any activity primarily intended to result in the sale of
Institutional Class Shares, to increase materially the amount spent by
the Institutional Class for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Institutional Class 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 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
Institutional Class.
8. During the existence of this Plan, the Trust shall require the
Adviser and/or Distributor to provide the Trust, for review by the
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 Institutional
Class Shares (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 Institutional Class Shares.
10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Declaration of Trust, any obligation assumed by
Institutional Class pursuant to this Plan and any agreement related to
this Plan shall be limited in all cases to Institutional Class and its
assets and shall not constitute an obligation of any shareholder of
the Trust or of any other class of the Fund, series of the Trust or
class of such series.
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.
Exhibit o(1)
FORM OF
MULTIPLE CLASS OF SHARES PLAN
FOR
FIDELITY ADVISOR FUNDS
DATED ________
This Amended and Restated 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 Trusts (each, a "Trust") as listed
on Schedule I to this Plan.
1. Classes Offered. Each Fund may offer up to six classes of its
shares: Class A, Class T, Class B, Class C, Institutional Class, and
Initial Class (each, a "Class").
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. Conversion Privilege. After a maximum holding period of seven
years from the initial date of purchase, Class B shares convert
automatically to Class A shares of the same Fund. Simultaneously, a
portion of the Class B shares purchased through the reinvestment of
Class B dividends or capital gains distributions ("Dividend Shares")
will also convert to Class A shares. The portion of Dividend Shares
that will convert at that time is determined by the ratio of
converting Class B non-Dividend Shares held by a shareholder to that
shareholder's total Class B non-Dividend Shares. All conversions
pursuant to this paragraph 3 shall be made on the basis of the
relative net asset values of the two classes, without the imposition
of any sales load, fee, or other charge.
4. Exchange Privileges.
Class A: Shares of Class A may be exchanged for shares of (i) any
other Fidelity Advisor Fund: Class A; (ii) Treasury Fund - Daily Money
Class; (iii) Prime Fund - Daily Money Class; and (iv) Tax-Exempt Fund
- - - Daily Money Class.
Class T: Shares of Class T may be exchanged for shares of (i) any
other Fidelity Advisor Fund: Class T; (ii) Treasury Fund - Daily Money
Class; (iii) Prime Fund - Daily Money Class ; and (iv) Tax-Exempt Fund
- - - Daily Money Class .
Class B: Shares of Class B may be exchanged for shares of (i) any
other Fidelity Advisor Fund: Class B; and (ii) Treasury Fund - Advisor
B Class.
Class C: Shares of Class C may be exchanged for shares of (i) any
other Fidelity Advisor Fund: Class C; and (ii) Treasury Fund - Advisor
C Class.
Institutional Class: Shares of Institutional Class may be exchanged
for shares of (i) any other Fidelity Advisor Fund: Institutional
Class; and (ii) any Fidelity Retail Fund offering an exchange
privilege to other Fidelity Retail Funds.
Initial Class: Shares of Initial Class may be exchanged for shares of
any Fidelity Retail Fund offering an exchange privilege to other
Fidelity Retail Funds.
5. 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 of an equity
fund in a manner consistent with Rule 18f-3(c)(1)(i) and of a
fixed-income and money market fund in a manner consistent with Rule
18f-3(c)(1)(iii).
6. 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.
7. 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.
8. 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.
9. 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.
10. 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 a 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.
SCHEDULE I DATED _______ TO MULTIPLE CLASS OF SHARES PLAN FOR
FIDELITY ADVISOR FUNDS DATED ______________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TRUST/FUND/CLASS SALES CHARGE DISTRIBUTION FEE (AS A SHAREHOLDER
PERCENTAGE OF AVERAGE NET SERVICE FEE
ASSETS) (AS A PERCENTAGE OF AVERAGE
NET ASSETS)
Advisor Series VIII
Korea Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
High Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Emerging Asia Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Overseas Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Equity Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Natural Resources Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Growth Opportunities Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Equity Income Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Balanced Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Large Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Mid Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Small Cap Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Strategic Opportunities Fund:
Initial Class front-end none none
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Consumer Industries Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Cyclical Industries Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Financial Services Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Health Care Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Technology Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VII
Utilities Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
TechnoQuant Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Growth & Income Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
International Capital
Appreciation Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series I
Dividend Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Retirement Growth Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series I
Asset Allocation Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Diversified International
Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series VIII
Europe Capital Appreciation
Fund: front-end 0.25 none
Class A* front-end 0.50 none
Class T* contingent deferred 0.75 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series VIII
Japan Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Latin America Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Global Equity Fund:
Class A* front-end 0.25 none
Class T* front-end 0.50 none
Class B contingent deferred 0.75 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Intermediate Bond Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Intermediate Municipal Income
Fund: front-end 0.15 none
Class A* front-end 0.25 none
Class T* contingent deferred 0.65 0.25
Class B contingent deferred 0.75 0.25
Class C none none none
Institutional Class
Advisor Series II
Short Fixed-Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.15 none
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series VIII
Emerging Markets Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
High Yield Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Strategic Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Government Investment Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
Advisor Series II
Municipal Income Fund:
Class A* front-end 0.15 none
Class T* front-end 0.25 none
Class B contingent deferred 0.65 0.25
Class C contingent deferred 0.75 0.25
Institutional Class none none none
</TABLE>
______________________________________________________________
* A contingent deferred sales charge of 0.25% is accessed on certain
redemptions of Class A and Class T shares on which a finder's fee was
paid.
