SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 33-13421)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 11 [X]
and
REGISTRATION STATEMENT (No. 811-5112)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [ ]
Fidelity Sterling Performance Portfolio, L.P.
(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: 617-570-7000
Arthur S. Loring, 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)
(x) on February 27, 1995 pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on ( ) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on ( ) pursuant to paragraph (a)(ii) 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.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the Notice required by
such Rule before February 28, 1995.
FIDELITY FOREIGN CURRENCY FUNDS:
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO
FIDELITY STERLING PERFORMANCE PORTFOLIO
FIDELITY YEN PERFORMANCE PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 .............................. Cover Page
2 a .............................. Expenses
b, c .............................. Contents; The Funds at a Glance; Who May Want
to Invest
3 a .............................. Financial Highlights
b .............................. *
c, d .............................. Performance
4 a i............................. Charter
ii........................... The Funds at a Glance; Investment Principles and
Risks
b .............................. Investment Principles and Risks
c .............................. Who May Want to Invest; Investment Principles
and Risks
5 a .............................. Charter
b i............................. Cover Page; The Funds at a Glance; Doing
Business with Fidelity; Charter
ii........................... Charter
iii.......................... Expenses; Breakdown of Expenses
c .............................. Charter
d .............................. Charter; Breakdown of Expenses
e .............................. Cover Page; Charter
f .............................. Expenses
g i............................. Charter
g ii........................... *
5A .............................. Performance
6 a i............................. Charter
ii........................... How to Buy Shares; How to Sell Shares;
Transaction Details; Exchange Restrictions
iii.......................... Charter
b ............................. Charter
c .............................. Transaction Details
d .............................. *
e .............................. Doing Business with Fidelity; How to Buy Shares;
How to Sell Shares; Investor Services
f, g .............................. Dividends, Capital Gains, and Taxes
7 a .............................. Cover Page; Charter
b .............................. How to Buy Shares; Transaction Details; Expenses
c .............................. Sales Charge Waivers
d .............................. How to Buy Shares
e .............................. *
f .............................. *
8 .............................. How to Sell Shares; Investor Services; Transaction
Details; Exchange Restrictions
9 .............................. *
</TABLE>
* Not Applicable
FIDELITY FOREIGN CURRENCY FUNDS:
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO
FIDELITY STERLING PERFORMANCE PORTFOLIO
FIDELITY YEN PERFORMANCE PORTFOLIO
CROSS REFERENCE SHEET
(CONTINUED)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10, 11 ............................ Cover Page
12 ............................ Description of the Funds
13 a - c ............................ Investment Policies and Limitations
d ............................ *
14 a - c ............................ Managing General Partners and Officers
15 a - c ............................ Managing General Partners and Officers
16 a i ............................ FMR; Portfolio Transactions
ii ............................ Managing General Partners and Officers
iii ............................ Management Contracts
b ............................ Management Contracts
c, d ............................ Contracts with Companies Affiliated with FMR
e ............................ *
f ............................ Distribution and Service Plans
g ............................ *
h ............................ Description of the Funds
i ............................ Contracts with Companies Affiliated with FMR
17 a - c ............................ Portfolio Transactions
d, e ............................ *
18 a ............................ Description of the Funds
b ............................ *
19 a ............................ Additional Purchase and Redemption Information
b ............................ Additional Purchase and Redemption Information;
Valuation of Portfolio Securities
c ............................ *
20 ............................ Distributions and Taxes
21 a, b ............................ Contracts with Companies Affiliated with FMR
c ............................ *
22 ............................ Performance
23 ............................ Financial Statements
</TABLE>
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to investor s.
To learn more about each fund and its investments, you can obtain a copy
of the funds' most recent financial reports and portfolio listing, or a
copy of the Statement of Additional Information (SAI) dated February
27, 1995 . The SAI has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference (legally forms a
part of the prospectus). For a free copy of either document, call Fidelity
at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
CUR-pro-295
Each of these funds seeks to approximate the performance of its reference
currency relative to the U.S. dollar while earning a reasonable level of
income.
FIDELITY
FOREIGN CURRENCY
FUNDS
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
FIDELITY YEN PERFORMANCE PORTFOLIO, L.P.
PROSPECTUS
FEBRUARY 27, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
KEY FACTS THE FUNDS AT A GLANCE
WHO MAY WANT TO INVEST
EXPENSES Each fund's sales
charge (load) and its yearly
operating expenses.
FINANCIAL HIGHLIGHTS A summary
of each fund's financial data.
PERFORMANCE How each fund has
done over time.
THE FUNDS IN DETAIL CHARTER How each fund is
organized.
INVESTMENT PRINCIPLES AND RISKS
Each fund's overall approach to
investing.
BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.
YOUR ACCOUNT DOING BUSINESS WITH FIDELITY
TYPES OF ACCOUNTS Different
ways to set up your account.
HOW TO BUY SHARES Opening an
account and making additional
investments.
HOW TO SELL SHARES Taking money
out and closing your account.
INVESTOR SERVICES Services to
help you manage your account.
INVESTOR AND DIVIDENDS, CAPITAL GAINS, AND
ACCOUNT POLICIES TAXES
TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.
EXCHANGE RESTRICTIONS
SALES CHARGE WAIVERS
APPENDIX Summary of
Partnership Agreements.
KEY FACTS
THE FUNDS AT A GLANCE
STRATEGY: Invest s in high-quality money market securities
either denominated in the foreign currency, or denominated in U.S. dollars
but coupled with investment techniques to perform as though they were
denominated in the foreign currency.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
As with any mutual fund, there is no assurance that a fund will achieve its
goal.
DEUTSCHE MARK FUND
GOAL: Approximate the performance of the German Deutsche Mark
relative to the U.S. dollar while earning a reasonable level of income.
SIZE: As of December 31, 1994, the fund had over $8 million in
assets .
STERLING FUND
GOAL: Approximate the performance of the British Pound Sterling
relative to the U.S. dollar while earning a reasonable level of income.
SIZE: As of December 31, 1994, the fund had over $3 million in
assets .
YEN FUND
GOAL: Approximate the performance of the Japanese Yen relative to
the U.S. dollar while earning a reasonable level of income.
SIZE: As of December 31, 1994, the fund had over $3 million in
assets.
WHO MAY WANT TO INVEST
These non-diversified funds are designed for those who want to invest a
portion of their assets in one or more of three foreign currency markets.
A fund may be appropriate for investors who:
(small solid bullet) believe the reference foreign currency will
appreciate relative to the U.S. dollar,
(small solid bullet) want to protect against a decline in the purchasing
power of the U.S. dollar relative to that of the foreign currency, or
(small solid bullet) want to diversify their investments beyond
dollar-denominated securities.
Investors should understand that each fund's share price will change
daily and that income earned by a fund will not be distributed to
shareholders as dividends. Instead, it will be included in the fund's share
price .
The value of each fund's investments and the income they generate will
vary from day to day and generally reflect interest rates,
market conditions, and other political and economic news. Each fund's
performance will also significantly depend on currency values, foreign
economies, and other factors related to foreign investments. When you sell
your shares, they may be worth more or less than what you paid for them.
By themselves these funds do not constitute balanced investment
plans.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy , sell,
or hold shares of a fund. See pages and - for an explanation of
how and when these charges apply.
Maximum sales charge on purchases
(as a % of offering price) 0.40%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Annual account maintenance fee $12.00
(for accounts under $2,500)
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. It also incurs other expenses for
services such as maintaining investor records and furnishing
investor statements and financial reports. A fund's expenses are
factored into its share price and are not charged directly to
investor accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.
DEUTSCHE MARK FUND
Management fee (after reimbursement) .00%
12b-1 fee None
Other expenses (after reimbursement) 1.50%
Total fund operating expenses 1.50%
STERLING FUND
Management fee (after reimbursement) .00%
12b-1 fee None
Other expenses (after reimbursement) 1.50%
Total fund operating expenses 1.50%
YEN FUND
Management fee (after reimbursement) .00%
12b-1 fee None
Other expenses (after reimbursement) 1.50%
Total fund operating expenses 1.50%
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested in a fund , here's how much you would pay in
total expenses if you close your account after the number of years
indicated:
After 1 After 3 After 5 After 10
year years years years
$ 19 $ 51 $ 86 $ 182
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FMR has voluntarily agreed to temporarily limit each fund's operating
expenses to 1.50% of its average net assets. If this agreement were not in
effect , and there were no state expense limitations , the management
fee, other expenses, and total operating expenses would be .50%, 1.60%,
and 2.10%, respectively, for Deutsche Mark fund; .50%, 3.12%, and
3.62% , respectively, for Sterling fund; and .50%, 3.41%, and
3.91% , respectively, for Yen fund. Expenses eligible for reimbursement
do not include interest, taxes, brokerage commissions, or extraordinary
expenses.
FINANCIAL HIGHLIGHTS
The tables that follow are included in the funds' Annual Report and have
been audited by Coopers & Lybrand L.L.P. , independent accountants.
Their reports on the financial statements and financial highlights are
included in the Annual Report. The financial statements and financial
highlights are incorporated by reference into (are legally a part of) the
funds' Statement of Additional Information.
DEUTSCHE MARK FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1.Selected Per-Share
Data and Ratios
2.Years ended 1989A 1990 1991 1992 1993 1994
December 31
3.Net asset value, $ 10.00 $ 10.94 $ 13.27 $ 14.05 $ 14.20 $ 14.03
beginning of period
4.Income from
Investment
Operations
5. Net investment .09F .61 .55F .34F .23F .43F
income
6. Net realized and .85 1.72 .23 (.19)G (.40) 1.87
unrealized
gain (loss) on
investments
7. Total from .94 2.33 .78 .15 (.17) 2.30
investment
operations
8.Net asset value, $ 10.94 $ 13.27 $ 14.05 $ 14.20 $ 14.03 $ 16.33
end of period
9.Total returnD,E 9.40% 21.30% 5.88% 1.07% (1.20) 16.39%
%
10.Net assets, end of $ 6,230 $ 12,115 $ 24,070 $ 9,007 $ 5,777 $ 8,517
period
(000 omitted)
11.Ratio of expenses 1.50% 1.50% 1.50% 1.29% 1.50% 1.50%
to B
average net assetsC
12.Ratio of expenses 2.50% 2.50% 1.80% 1.29% 2.21% 2.10%
to average net assets B,H H
before expense
reductionsC
13.Ratio of net 8.07% 6.62% 4.38% 2.38% 1.62% 2.81%
investment income B
to average net assets
</TABLE>
A FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1989.
B ANNUALIZED
C DURING THE PERIOD FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1994, FMR VOLUNTARILY REIMBURSED THE FUND TO THE
EXTENT THAT THE AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) OF A FUND WERE IN EXCESS
OF AN ANNUAL RATE OF 1.50% OF THE AVERAGE NET ASSETS.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F NET INTEREST INCOME PER-SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.
G THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON FOREIGN CURRENCY FOR THE PERIOD ENDED DUE TO THE
TIMING OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE FOREIGN CURRENCY CONTRACTS OF THE FUND.
H LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
STERLING FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
14.Selected Per-Share
Data and Ratios
15.Years ended 1989A 1990 1991 1992 1993 1994
December 31
16.Net asset value, $ 10.00 $ 10.32 $ 14.09 $ 14.97 $ 13.16 $ 13.46
beginning of period
17.Income from
Investment Operations
18. Net investment .09F .94 .55F .34F .22F .38F
income
19. Net realized and .23 2.83 .33 (2.15) .08G .95
unrealized gain
(loss) on investments
20. Total from .32 3.77 .88 (1.81) .30 1.33
investment operations
21.Net asset value, $ 10.32 $ 14.09 $ 14.97 $ 13.16 $ 13.46 $ 14.79
end of period
22.Total returnD,E 3.20% 36.53% 6.25% (12.09) 2.28% 9.88%
%
23.Net assets, end of $ 366 $ 3,301 $ 10,857 $ 1,715 $ 3,684 $ 3,343
period
(000 omitted)
24.Ratio of expenses 1.50%B 1.50% 1.50% 1.50% 1.50% 1.50%
to average
net assetsC
25.Ratio of expenses 2.50%B, 2.50% 2.60% 2.34% 2.60% 2.60%
to average net H H H H H
assets before expense
reductionsC
26.Ratio of net 7.76%B 6.77% 4.08% 2.27% 1.61% 2.69%
investment income to
average net assets
</TABLE>
A FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1989.
B ANNUALIZED
C DURING THE PERIOD FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1994, FMR VOLUNTARILY REIMBURSED THE FUND TO THE
EXTENT THAT THE AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) OF A FUND WERE IN EXCESS
OF AN ANNUAL RATE OF 1.50% OF THE AVERAGE NET ASSETS.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F NET INTEREST INCOME PER-SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.
G THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON FOREIGN CURRENCY CONTRACTS FOR THE PERIOD ENDED DUE
TO THE TIMING OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO
FLUCTUATING MARKET VALUES OF THE FOREIGN CURRENCY CONTRACTS OF THE
FUND.
H LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
YEN FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
27.Selected Per-Share
Data and Ratios
28.Year ended December 1989A 1990 1991 1992 1993 1994
31
29.Net asset value, $ 10.00 $ 10.06 $ 11.28 $ 12.97 $ 13.29 $ 15.03
beginning of period
30.Income from
Investment
Operations
31. Net investment .09F .60 .48 .28F .24F .47F
income
32. Net realized and (.03) .62 1.21 .04 1.50 1.43
unrealized gain
(loss) on investments
33. Total from investment .06 1.22 1.69 .32 1.74 1.90
operations
34.Net asset value, end of $ 10.06 $ 11.28 $ 12.97 $ 13.29 $ 15.03 $ 16.93
period
35.Total returnD,E .60% 12.13 14.98 2.47 13.09 12.64
% % % % %
36.Net assets, end of $ 572 $ 4,415 $ 4,796 $ 3,801 $ 2,253 $ 3,505
period
(000 omitted)
37.Ratio of expenses to 1.50% 1.50 1.50 1.50 1.50 1.50
average B % % % % %
net assetsC
38.Ratio of expenses to 2.50% 2.50 2.60 2.60 2.60 2.60
average net B % % % % %
assets before expense
reductionsC,G
39.Ratio of net
investment 8.35% 6.34 4.43 2.13 1.56 2.86
income to B % % % % %
average net assets
</TABLE>
A FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1989.
B ANNUALIZED
C DURING THE PERIOD FROM NOVEMBER 16, 1989 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1994, FMR VOLUNTARILY REIMBURSED THE FUND TO THE
EXTENT THAT THE AGGREGATE OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) OF A FUND WERE IN EXCESS
OF AN ANNUAL RATE OF 1.50% OF THE AVERAGE NET ASSETS.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F NET INTEREST INCOME PER-SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.
G LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
PERFORMANCE
Each fund's performance can be measured as TOTAL RETURN. The total returns
that follow are based on historical fund results and do not reflect the
effect of taxes.
Each fund's fiscal year runs from January 1 through December 31. The tables
below show each fund's performance over past fiscal years compared to a
measure of inflation.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Life of
December 31, 199 4 year years fundA
Deutsche Mark Fund
(load adj. B) 15.93% 8.25% 9.95%
Sterling Fund
(load adj.B) 9.44% 7.38% 7.84%
Yen Fund
(load adj. B) 12.19% 10.88% 10.72%
Consumer Price Index 2.67% 3.49% n/a
CUMULATIVE TOTAL RETURNS
Fiscal periods ended Past 1 Past 5 Life of
December 31, 199 4 year years fundA
Deutsche Mark Fund
(load adj. B) 15.93% 48.67% 62.65%
Sterling Fund
(load adj.B) 9.44% 42.74% 47.31%
Yen Fund
(load adj. B) 12.19% 67.62% 68.62%
Consumer Price Index 2.67% 18.72% n/a
A FROM NOVEMBER 16, 1989
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S MAXIMUM
.40% SALES CHARGE.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of dividends and capital gains , if
any . A CUMULATIVE TOTAL RETURN reflects actual performance over a
stated period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical
rate of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the entire
period. Average annual total returns smooth out variations in performance;
they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. However,
because of the types of investments each fund makes based on its investment
strategy, the funds do not quote yields.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all investor s. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUNDS IN DETAIL
CHARTER
EACH FUND is an open-end, non-diversified management investment company
organized as a limited partnership in the state of Delaware on April 13,
1987. There is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY MANAGING GENERAL PARTNERS , who are
responsible for protecting the interests of investor s (known as
Limited Partners). The Managing General Partners are experienced executives
who meet throughout the year to oversee the funds' activities, review
contractual arrangements with companies that provide services to the funds,
and review performance. The majority of Managing General Partners are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove Managing General Partners, change
fundamental policies, approve a management contract, or for other purposes.
Investo rs not attending these meetings are encouraged to vote by
proxy. Fidelity will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. You are entitled
to one vote for each share you own.
As of December 31, 1994, Earl & Co. Ltd., 3435 N. 140th Circle, Omaha,
NE, was known by the funds to own of record or beneficially approximately
29.4% of the total outstanding shares of Sterling Fund.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs. FMR also serves as a Non-Managing General Partner.
Scott Kuldell is manager of Deutsche Mark, Sterling, and Yen funds,
which he has managed since April 1994. Mr. Kuldell also manages Short-Term
World Income. Mr. Kuldell joined Fidelity in 1987.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the funds.
FMR Corp. is the parent company of FMR. Through ownership of voting
common stock, members of the Edward C. Johnson 3d family form a controlling
group with respect to FMR Corp. Changes may occur in the Johnson family
group, through death or disability, which would result in changes in each
individual family member's holding of stock. Such changes could result in
one or more family members becoming holders of over 25% of the stock. FMR
Corp. has received an opinion of counsel that changes in the composition of
the Johnson family group under these circumstances would not result in the
termination of the fund's management or distribution contracts and,
accordingly, would not require a shareholder vote to continue operation
under those contracts.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
Each fund seeks a reasonable level of current income while maintaining
stability of principal in terms of its reference currency. Each fund
invests in high-quality money market securities that are either
denominated in the foreign currency, or denominated in U.S. dollars but
coupled with investment techniques to perform as though they were
denominated in the foreign currency. If successful, the performance of a
fund would track the performance of its foreign currency relative to the
U.S. dollar. At the same time, it would earn current income at the money
market rates prevailing in its currency, minus costs and expenses.
However, any income earned by a fund will be included in the fund's share
price, and will not be distributed to investors as dividends or capital
gains.
FMR often uses investment techniques that, together with U.S.
dollar-denominated securities , duplicate the performance of the
foreign currency. These are called "synthetic" positions in the foreign
currency. For example, a forward currency exchange contract is an agreement
to exchange a specified amount of one currency for a specified amount of
another currency at a future date. Futures, options, swap agreements, and
indexed securities can be used for similar purposes. These techniques rely
on the creditworthiness of the counterparty in the transaction , and
could lose their effectiveness at tracking a foreign currency if the
counterparty defaults.
FMR currently expects that most, if not all, of the funds' investments will
be in synthetic positions, because the market for high-quality money
market securities denominated in U.S. dollars is larger and
more liquid than the markets denominated in other currencies. Also,
although synthetic positions involve costs to the funds, these costs are
typically lower than direct investments in securities denominated in
foreign currencies .
Each fund's performance depends heavily on its currency exchange rate,
which is generally determined by supply and demand in the foreign exchange
markets. Governments, their central banks, and political and
economic developments can also impact currency exchange rates.
In addition to the factors discussed above, each fund's share price
changes daily and is based on changes in interest rates and on the
quality and maturity of its investments. In general, bond prices rise when
interest rates fall, and vice versa. This effect is usually more pronounced
for longer-term securities. Therefore, each fund maintains a
dollar-weighted average maturity of 120 days or less, and does not invest
in instruments that mature in more than one year. When you sell your
shares, they may be worth more or less than what you paid for them.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's
policies and limitations and more detailed information about the funds'
investments is contained in the funds' SAI. Policies and limitations
are considered at the time of purchase; the sale of instruments is not
required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. Current holdings and recent investment
strategies are described in the funds' financial reports which are sent to
investors twice a year. For a free SAI or financial report, call
1-800-544-8888.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
FOREIGN CURRENCIES may involve additional risks. These include
currency fluctuations, risks relating to political or economic conditions
in the foreign country, and the potentially less stringent investor
protection and disclosure standards of foreign markets. In addition to the
political and economic factors that can affect foreign securities, a
governmental issuer may be unwilling to repay principal and interest when
due, and may require that the conditions for payment be renegotiated. These
factors could make foreign investments more volatile.
MONEY MARKET SECURITIES are high-quality, short-term investments issued
by the U.S. government, corporations, financial institutions, and other
entities. These investments may carry fixed, variable, or floating interest
rates. A security's credit may be enhanced by a bank, insurance company, or
other entity.
RESTRICTIONS: Each fund does not currently intend to invest in any security
not rated in the two highest rating categories by any nationally recognized
rating service, or in any unrated security judged by FMR to be of
equivalent quality.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, or other factors that affect security
values. These techniques may involve derivative transactions such as buying
and selling options and futures contracts, entering into currency exchange
contracts or swap agreements, and purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
RESTRICTIONS: A fund may not use these techniques unless the
creditworthiness of the counterparty meets the fund's requirements.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Managing General Partners, to be
illiquid, which means that they may be difficult to sell promptly at an
acceptable price. The sale of other securities, including illiquid
securities, may be subject to legal restrictions. Difficulty in selling
securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. A fund that
is not diversified may be more sensitive to changes in the market value of
a single issuer or industry.
RESTRICTIONS: The funds are considered non-diversified. A fund may not
invest more than 25% of its total assets in any one issuer. This limitation
does not apply to U.S. or foreign government securities. A fund also may
not invest more than 25% of its total assets in any one industry. This
limitation does not apply to U.S. government securities.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a 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.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering a fund's securities. A fund
may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of a fund's total
assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by investor approval.
The following paragraph restate s all those that are fundamental. All
policies stated throughout this prospectus, other than those identified in
the following paragraphs, can be changed without investor approval.
Each fund seeks stability of principal in terms of its reference currency
and, consistent with that objective, seeks to earn a reasonable level of
current income. Each fund may not invest more that 25% of its total assets
in any one industry. Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets. Loans, in
the aggregate, may not exceed 33% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to investor s
nor deducted from investor accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. Each fund also pays OTHER EXPENSES, which are explained
below.
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each fund
pays a management fee at the annual rate of .50% of the fund's average net
assets.
After reimbursement, the Deutsche Mark, Sterling, and Yen funds paid no
management fees for fiscal 199 4.
OTHER EXPENSES
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well.
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing investor transactions,
valuing each fund's investments, and handling securities loans. In fiscal
199 4, excluding the effects of reimbursements, the Deutsche Mark,
Sterling, and Yen funds paid FSC fees equal to .81%, 1.44%, and 1.70%,
respectively, of average net assets.
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of Managing General
Partners who are not affiliated with Fidelity.
FMR has voluntarily agreed to limit each fund's total operating expenses to
an annual rate of 1.50% of average net assets.
YOUR ACCOUNT
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed below.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR EACH FUND: the
offering price and the net asset value (NAV). The offering price includes
the sales charge, which you pay when you buy shares, unless you qualify for
a waiver as described on page . When you buy shares at the offering
price, Fidelity deducts the sales charge and invests the rest at the NAV.
The sales charge you pay depends upon the amount you invest.
Sales charge (as a
Amount % of offering price)
Less than $25,000 0.40%
$25,000 to $100,000 0.30%
More than $100,000 0.20%
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Mail in an application to establish the account, along
with instructions to use the proceeds from a redemption from your existing
account to purchase shares in the Foreign Currency fund of your choice.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than to purchase
another Fidelity fund, the payment may be delayed for up to seven
business days to ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $5,000
TO ADD TO AN ACCOUNT $1,000
MINIMUM BALANCE $1,000
UNDERSTANDING
SHARE PRICE
Let's say you invest $5,000
at an offering price of $10. Of
the $10 offering price, .40%
($.04) is the maximum sales
charge, and 99.6% ($9.96)
represents the NAV. The
value of your initial
investment will be $4,980
(500 shares worth $9.96
each), and you will have paid
a sales charge of $20.
(checkmark)
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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
Phone 1-800-544-777 (phone_graphic) (small solid bullet) Not available. (small solid bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to the complete
check payable to the name of the fund.
complete name of the Indicate your fund
fund of your choice. account number on
Mail to the address your check and mail to
indicated on the the address printed on
application. your account statement.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
In Person (hand_graphic) (small solid bullet) Bring your application (small solid bullet) Bring your check to a
and check to a Fidelity Fidelity Investor Center.
Investor Center. Call Call 1-800-544-9797 for
1-800-544-9797 for the the center nearest you.
center nearest you.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Wire to:
set up your account Bankers Trust
and to arrange a wire Company,
transaction.A Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify the complete
Bank Routing name of the fund and
#021001033, include your account
Account #00163053. number and your
Specify the complete name.
name of the fund and
include your new
account number and
your name.
</TABLE>
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<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118
</TABLE>
A FOR MORE INFORMATION ON PURCHASING SHARES, PLEASE REFER TO
"TRANSACTIONS DETAILS" BEGINNING ON PAGE 22.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
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.
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
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 redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(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
(including Fidelity Investor Centers), 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.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
ACCOUNT TYPE SPECIAL REQUIREMENTS
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<S> <C> <C>
Phone 1-800-544-777 (phone_graphic) All account types (small solid bullet) Maximum check request:
$100,000.
(small solid bullet) For Money Line transfers to
your bank account; minimum:
$10; maximum: $100,000.
Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint (small solid bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Trust names appear on the
account.
(small solid bullet) The trustee must sign the
letter indicating capacity as
Business or trustee. If the trustee's name
Organization is not in the account
registration, provide a copy of
the trust document certified
within the last 60 days.
(small solid bullet) At least one person
Executor, authorized by corporate
Administrator, resolution to act on the
Conservator, account must sign the letter.
Guardian (small solid bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(small solid bullet) Call 1-800-544-6666 for
instructions.
Wire (wire_graphic) All account types (small solid bullet) You must sign up for the wire
feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(small solid bullet) Your wire redemption request
must be received by Fidelity
before 4 p.m. Eastern time
for money to be wired on the
next business day.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118
</TABLE>
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
INVESTOR AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
The funds do not intend to distribute their income. Instead, each fund's
income will be reflected in its share price.
As with any investment, you should consider how your investment will be
taxed. Below are some of the funds' tax implications. Consult your tax
adviser for more information.
FEDERAL INCOME TAX. Each fund is organized for federal income tax purposes
as a partnership. Under current law, partnerships are not subject to
federal income tax.
As a Limited Partner of a fund, you are required to report your
proportionate share of the fund's income, gains, losses, deductions, and
credits when you file your federal tax return. You will be subject to tax
on your share of the fund's taxable income even though the funds do not
distribute their income. Your share of these items will be reported on your
Schedule K-1 federal tax form, which the funds will send you after the
close of the calendar year. Certain expenses associated with your
investment in the partnership, such as advisory fees, stock transfer
fees , and investment expenses may not be deductible by an
individual, except to the extent that miscellaneous itemized deductions
(including such fees and expenses) exceed 2% of your adjusted gross income.
You may realize a capital gain or loss when you redeem your partnership
shares, depending on your capital account in the partnership for tax
purposes and depending on whether you sell all or a part of your
partnership shares. The federal tax treatment will also depend on your
individual tax position. You may also be subject to state and local taxes,
depending on your particular circumstances and the laws of your home state
and locality. It is to your advantage to keep all statements you receive to
assist you in your personal recordkeeping.
The funds will continue to be treated as partnerships for tax purposes
until taxable years beginning in 1998. Thereafter, the funds may have to
modify their investment policies in order to qualify for treatment as
"regulated investment companies." If a fund failed to qualify as a
partnership or as a regulated investment company, its income would be taxed
at corporate rates, and any income it distributed to you would then be
taxed as a dividend.
OTHER TAX INFORMATION. FMR currently expects that the funds will limit
their investments to securities that are not subject to foreign
withholding taxes. However, the funds may purchase securities that
are subject to foreign tax withholding if FMR believes that other
investment considerations outweigh the effects of withholding taxes. If so,
your proportionate share of any foreign taxes withheld would be allocated
to you by your fund, and generally should be allowed as a credit or
deduction on your individual income tax return. A portion of a fund's gross
income may be treated as unrelated business taxable income for qualified
pension plans, individual retirement accounts, charitable organizations, or
other tax-exempt investors, therefore the funds may not be suitable for
individual retirement accounts, qualified pension plans, charitable
organizations, or other tax-exempt investors.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Managing General Partners believe accurately reflects fair
value.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The maximum sales charge is .40% of the offering price, and it
drops to as low as .20% as investment size increases. The REDEMPTION PRICE
(price to sell one share) is the fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it
does not follow reasonable procedures designed to verify the identity of
the caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
orde r. Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
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) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred.
(small solid bullet) Your account will not be opened until your completed
application is on file, because your signature on the application is
required to establish your status as a Limited Partner.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, or Federal Reserve check.
YOU MAY BUY SHARES OF THE FUNDS (AT THE OFFERING PRICE) OR SELL THEM
THROUGH A BROKER, who may charge you a fee for this service. If you invest
through a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(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.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE
of $12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$60.00 per investor. It is expected that accounts will be valued on the
second Friday in November of each year. Accounts opened after September 30
will not be subject to the fee for that year. The fee, which is payable to
the transfer agent, is designed to offset in part the relatively higher
costs of servicing smaller accounts. The fee will not be deducted if total
assets in Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver
is determined by aggregating Fidelity mutual fund accounts maintained by
FSC or FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
EXCHANGE RESTRICTIONS
Most Fidelity funds offer investor s the privilege of exchanging
shares of a fund for shares of other Fidelity funds without losing credits
for sales charges previously paid. However, the Foreign Currency funds do
not offer an exchange privilege.
If you use money that came from selling shares of other Fidelity funds to
invest directly in the Foreign Currency funds, the sales charge still
applies. However, if your original shares of the other Fidelity funds
carried sales charge credits, you will retain the credits when you sell
those shares of the Foreign Currency funds and use the proceeds to invest
directly in other Fidelity funds. Call Fidelity for more information and a
prospectus for any Fidelity fund registered in your state.
SALES CHARGE WAIVERS
A fund's sales charge will not apply:
1. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or full-time employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Managing General
Partner, Trustee, or employee).
2. If you are the spouse of a Fidelity Managing General Partner, Trustee or
employee.
3. If you are a Fidelity Managing General Partner, Trustee, or employee
acting as custodian for a minor child.
4. If you are a person acting as trustee of a trust for the sole benefit of
the minor child of a Fidelity Managing General Partner, Trustee, or
employee.
These waivers must be qualified through FDC in advance.
APPENDIX
SUMMARY OF PARTNERSHIP AGREEMENTS
The full text of the Partnership Agreement is set forth in the Statement of
Additional Information (each fund's Partnership Agreement is identical).
The following statements summarize and explain certain provisions of the
Partnership Agreements and are qualified in their entirety by the terms of
the Partnership Agreements. Each Partnership is organized under the
Delaware Revised Uniform Limited Partnership Act (the Delaware Act). Each
investor who becomes a Limited Partner of a fund will be deemed to have
agreed to all of the terms of the applicable Partnership Agreement.
VOTING RIGHTS OF PARTNERS. The Partners have rights required under the
Investment Company Act of 1940 (the 1940 Act), as amended, for voting
security holders. General Partners and Limited Partners have one vote for
each share held. Partners may vote in person or by proxy. Limited Partners
holding more than 10% of a fund's outstanding shares may require the
calling of a special meeting of the Partners. Only holders of shares who
have become Limited Partners by the record date for a meeting of Partners
will be entitled to vote at the meeting.
GENERAL PARTNERS. Each fund has two classes of Partners, General Partners
and Limited Partners. The General Partners consist of a number of
individual Managing General Partners, and one corporate Non-Managing
General Partner. Each fund's Managing General Partners have complete and
exclusive control over the management, conduct, and operation of the fund's
business. The Managing General Partners may amend the Partnership Agreement
at any time and may establish separate series of each fund's assets with
distinct investment policies and separate identification, partnership
shares, voting rights, and liabilities.
The General Partners have general liability to creditors for each fund's
obligations. However, the General Partners are not personally liable to any
Limited Partner, except by reason of their willful misfeasance, bad faith,
gross negligence , or reckless disregard of the duties involved in
the conduct of their office. Returns of Limited Partners' investments will
be made only for the assets of the applicable fund, and the General
Partners have no general liability for such returns. A General Partner is
entitled to indemnification from the fund against liabilities and expenses
to which he may be subject in their capacity as a General Partner provided
that their actions do not constitute willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of
their office. Indemnification is limited to the assets of the fund.
LIABILITY OF LIMITED PARTNERS. Generally, Limited Partners are not
personally liable for obligations of the funds unless they take part in the
control of the activities of the funds. Under the terms of the Partnership
Agreements, the Limited Partners as such do not have the right to take part
in the control of the funds' activities, but they may exercise the right to
vote on matters requiring approval under the 1940 Act and on certain other
matters.
The contribution of a Limited Partner (being the original purchase price
paid for shares and the purchase price of any shares subsequently purchased
due to reinvestment of distributions or otherwise) is subject to the risks
of the business of the fund and the claims of the fund's creditors.
ADMISSION OF LIMITED PARTNERS. A purchaser of shares is required to execute
an application agreeing to be bound by the Partnership Agreement and
granting Power of Attorney. Admission of a purchaser as a Limited Partner
requires the consent of the Managing General Partners and the addition of
the Limited Partner to the books and records of the fund. The Power Of
Attorney referred to above will be used to add the purchaser as a Limited
Partner and for certain other purposes, as set forth therein. The addition
of the Limited Partner to the books and records of a fund shall evidence
the consent of the Managing General Partners to the admission of such
purchaser. The Managing General Partners, while recognizing that they have
the right to withhold their consent, have stated that they intend to give
such consent as a matter of course. Whether or not an investor executes an
application, any person acquiring shares shall be deemed to have agreed to
the Partnership Agreement, and the further powers of attorney as set forth
in each Partnership Agreement.
PROHIBITION OF ASSIGNMENT OF SHARES. A Limited Partner does not have the
right, except with the prior consent of the Managing General Partners, to
voluntarily transfer or assign his shares to any other person other than to
secure a loan. However, an investor is entitled to redeem shares as
described in the section entitled "How to Sell Shares."
TERM OF EXISTENCE - DISSOLUTION. Each fund will continue until December 31,
2051, but a fund shall be dissolved before that date if and when: (1) the
fund disposes of all or substantially all of its assets; (2) Limited
Partners who are holders of a majority of the fund's outstanding voting
shares (of all series) vote to dissolve the fund; (3) the Managing General
Partners determine by majority vote to dissolve the fund; (4) a Managing
General Partner retires, dies, becomes bankrupt, becomes incapacitated,
resigns , or is removed, unless the remaining Managing General
Partners elect to continue the operations of the fund at a meeting called
for that purpose by the Non-Managing General Partner; or (5) the
Non-Managing General Partner withdraws and no successor Non-Managing
General Partner is admitted by the Managing General Partners unless the
Managing General Partners elect to continue the operations of the fund and
at least one Managing General Partner assumes the obligation (if
applicable) of the Non-Managing General Partner to maintain the share
interest in the fund (not less than 0.2%) required by the Agreement.
Notwithstanding the foregoing, if a fund were to dissolve because of the
retirement, death, dissolution, bankruptcy, removal, or other withdrawal of
all General Partners, the fund will not be terminated if, within 90 days
following the date of withdrawal of the last remaining General Partner, all
Partners agree in writing to continue the operations of the fund and to the
appointment of one or more successor Managing General Partners and a
successor Non-Managing General Partner.
Distributions by the funds, whether upon redemption, dissolution, or
otherwise, will be in proportion to the numbers of shares held without
regard to the dollar amount contributed to the fund or the amount of any
profits of the fund received.
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY FOREIGN CURRENCY FUNDS
FIDELITY YEN PERFORMANCE PORTFOLIO, L.P.
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 27, 1995
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated February 27, 1995 ). Please
retain this document for future reference. The funds' financial
statements and financial highlights, included in the Annual Report for
the fiscal year ended December 31, 1994 , are incorporated herein by
reference. To obtain an additional copy of the Prospectus, or the Annual
Report, please call Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations
Special Considerations Affecting the Funds
Portfolio Transactions
Valuation of Portfolio Securities
Performance
Additional Purchase and Redemption Information
Taxes
FMR
Managing General Partners and Officers
Management Contracts
Contracts With Companies Affiliated With FMR
Description of the Funds
Financial Statements
Appendix
Partnership Agreement
INVESTMENT ADVISER
Fidelity Management& Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
CUR -ptb-295
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policy and
limitations.
Each fund's fundamental investment policies and limitations cannot be
changed without approval of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental, and may be changed without
investor approval.
INVESTMENT LIMITATIONS FOR FIDELITY YEN PERFORMANCE PORTFOLIO, L.P.
(YEN FUND)
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) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts are not deemed to constitute short sales;
(3) 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 the fund may make initial and variation margin payments in
connection with transactions in futures contracts and options on futures
contracts;
(4) 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 the value of its total assets. Borrowings that exceed
33 1/3% of the fund's total assets by reason of a decline in net assets
will be reduced within three days to the extent necessary to comply with
the 33 1/3% limitation, and reverse repurchase agreements are considered
borrowings for the purposes of this limitation;
(5) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(6) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(7) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing and
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(8) purchase or sell physical commodities unless acquired as a result of
ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts or forward contracts); or
(9) make loans if, as a result, more than 33 1/3% of its total assets would
be lent to another party, except (a) by engaging in repurchase agreements
with respect to portfolio securities; or (b) through the purchase of a
portion of an issue of debt securities in accordance with its investment
objective, policies, and limitations.
Investment limitation (4) is construed in conformity with the 1940 Act,
and, accordingly, "three days" means three days exclusive of Sundays and
holidays.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT INVESTOR APPROVAL.
(i) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government
or by a foreign government that issues its reference currency, or any
agency, instrumentality, territory, possession or political subdivision of
any of the foregoing) if, as a result thereof, more than 25% of the fund's
total assets would be invested in the securities of that issuer.
(ii) The fund does not currently intend to sell securities short.
(iii) 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 (4)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in
real estate investment trusts that are not readily marketable, or to
invest in interests in real estate limited partnerships that are not
listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Managing General Partners of the fund and
those officers and directors of FMR who individually own more than 1/2 of
1% of the securities of such issuer together own more than 5% of such
issuer's securities.
(xii) The fund does not currently intend to (a) write or purchase any put
or call option, including options on futures contracts, or (b) purchase or
sell futures contracts other than futures contracts relating to foreign
currencies.
INVESTMENT LIMITATIONS FOR FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
(STERLING FUND)
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) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts are not deemed to constitute short sales;
(3) 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 the fund may make initial and variation margin payments in
connection with transactions in futures contracts and options on futures
contracts;
(4) 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 the value of its total assets. Borrowings that exceed
33 1/3% of the fund's total assets by reason of a decline in net assets
will be reduced within three days to the extent necessary to comply with
the 33 1/3% limitation, and reverse repurchase agreements are considered
borrowings for the purposes of this limitation;
(5) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(6) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(7) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing and
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(8) purchase or sell physical commodities unless acquired as a result of
ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts or forward contracts); or
(9) make loans if, as a result, more than 33 1/3% of its total assets would
be lent to another party, except (a) by engaging in repurchase agreements
with respect to portfolio securities; or (b) through the purchase of a
portion of an issue of debt securities in accordance with its investment
objective, policies, and limitations.
Investment limitation (4) is construed in conformity with the 1940 Act,
and, accordingly, "three days" means three days exclusive of Sundays and
holidays.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT INVESTOR APPROVAL.
(i) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government
or by a foreign government that issues its reference currency, or any
agency, instrumentality, territory, possession or political subdivision of
any of the foregoing) if, as a result thereof, more than 25% of the fund's
total assets would be invested in the securities of that issuer.
(ii) The fund does not currently intend to sell securities short.
(iii) 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 (4)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in
real estate investment trusts that are not readily marketable, or to
invest in interests in real estate limited partnerships that are not
listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Managing General Partners of the fund and
those officers and directors of FMR who individually own more than 1/2 of
1% of the securities of such issuer together own more than 5% of such
issuer's securities.
(xii) The fund does not currently intend to (a) write or purchase any put
or call option, including options on futures contracts, or (b) purchase or
sell futures contracts other than futures contracts relating to foreign
currencies.
INVESTMENT LIMITATIONS FOR FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO,
L.P.
(DEUTSCHE MARK FUND)
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) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts are not deemed to constitute short sales;
(3) 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 the fund may make initial and variation margin payments in
connection with transactions in futures contracts and options on futures
contracts;
(4) 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 the value of its total assets. Borrowings that exceed
33 1/3% of the fund's total assets by reason of a decline in net assets
will be reduced within three days to the extent necessary to comply with
the 33 1/3% limitation, and reverse repurchase agreements are considered
borrowings for the purposes of this limitation;
(5) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(6) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(7) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing and
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(8) purchase or sell physical commodities unless acquired as a result of
ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts or forward contracts); or
(9) make loans if, as a result, more than 33 1/3% of its total assets would
be lent to another party, except (a) by engaging in repurchase agreements
with respect to portfolio securities; or (b) through the purchase of a
portion of an issue of debt securities in accordance with its investment
objective, policies, and limitations.
Investment limitation (4) is construed in conformity with the 1940 Act,
and, accordingly, "three days" means three days exclusive of Sundays and
holidays.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT INVESTOR APPROVAL.
(i) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government
or by a foreign government that issues its reference currency, or any
agency, instrumentality, territory, possession or political subdivision of
any of the foregoing) if, as a result thereof, more than 25% of the fund's
total assets would be invested in the securities of that issuer.
(ii) The fund does not currently intend to sell securities short.
(iii) 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 (4)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in
real estate investment trusts that are not readily marketable, or to
invest in interests in real estate limited partnerships that are not
listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Managing General Partners of the fund and
those officers and directors of FMR who individually own more than 1/2 of
1% of the securities of such issuer together own more than 5% of such
issuer's securities.
(xii) The fund does not currently intend to (a) write or purchase any put
or call option, including options on futures contracts, or (b) purchase or
sell futures contracts other than futures contracts relating to foreign
currencies.
For further information on futures contracts, see the section entitled
"Futures Contracts" on page .
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 Investment Company Act of 1940. These
transactions may include 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, the Managing General
Partners have established and periodically review procedures applicable to
transactions involving affiliated financial institutions.
SWAP AGREEMENTS. 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. A fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
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. Each fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, 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. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. 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 of equivalent issuers. 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. At the same time, indexed securities are 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. Indexed securities may
be more volatile than the underlying instruments.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Managing General Partners, FMR
determines the liquidity of a fund's investments and, through reports from
FMR, the Managing General Partners monitor investments in illiquid
instruments. In determining the liquidity of a fund's investments, FMR may
consider various factors, including (1) the frequency of trades and
quotations, (2) the number of dealers and prospective purchasers in the
marketplace, (3) dealer undertakings to make a market, (4) the nature of
the security (including any demand or tender features), and (5) the nature
of the marketplace for trades (including the ability to assign or offset
the fund's rights and obligations relating to the investment).
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days and swap agreements determined by FMR to be
illiquid.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Managing General Partners. If through a change in values, net assets, or
other circumstances, a fund were in a position where more than 10% of its
net assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects
the purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security.
While it does not presently appear possible to eliminate all risks from
these transactions (particularly the possibility that the value of the
underlying security will be less than the resale price, as well as
delays and costs to a fund in connection with bankruptcy proceedings) ,
it is each fund's current policy to engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
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 market securities may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Managing General
Partners must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
FOREIGN INVESTMENTS. Investing in securities issued by companies or
other issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. 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. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
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. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
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. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of
securities.
Foreign markets may offer less protection to investors than U.S.
markets. It is anticipated that in most cases the best available market for
foreign securities will be on exchanges or in over-the-counter 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 (particularly
those located in developing countries) may be less liquid and more volatile
than securities of comparable U.S. issuers. Foreign security trading
practices, including those involving securities settlement where fund
assets may be released prior to receipt of payment, may expose a fund to
increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer, and may involve substantial delays. In addition, the
costs of foreign investing, including withholding taxes, brokerage
commissions and custodial costs, are generally higher than for U.S.
investors. In general, there is less overall governmental supervision and
regulation of securities exchanges, brokers, and listed companies than in
the United States. It may also be difficult to enforce legal rights in
foreign countries.
FOREIGN CURRENCY TRANSACTIONS. The funds may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The funds will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, 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 to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted 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.
Each fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by each fund. The funds may also use swap agreements, indexed
securities, and futures contracts relating to foreign currencies for the
same purposes.
Forward contracts are agreements to exchange a specific amount of one
currency for a specified amount of another at a future date. The date may
be any agreed fixed number of days in the future. The amount of currency to
be exchanged, the price at which the exchange will take place, and the date
of the exchange are negotiated when a fund enters into the contract and are
fixed for the term of the contract. Forward contracts are traded in an
interbank market conducted directly between currency traders (usually large
commercial banks) and their customers. A forward contract generally has no
deposit requirement and is consummated without payment of any commission.
However, the funds may enter into forward contracts with deposit
requirements or commissions.
At the maturity of a forward contract, a fund may complete the contract by
paying for and receiving the underlying currency, may seek to roll forward
its contractual obligation by entering into a new forward contract with a
future settlement date, or may seek to terminate its contractual obligation
by entering into an "offsetting" transaction with the same currency trader
and paying or receiving the difference between the contractual exchange
rate and the current exchange rate. The fund may also be able to enter into
an offsetting contract prior to the maturity of the underlying contract.
There is no assurance that offsetting transactions, or new forward
contracts, will always be available to the funds.
Because investments in, and redemptions from, the funds will be in U.S.
dollars, FMR expects that the funds' normal investment activity will
involve a significant amount of currency exchange. For example, the funds
may exchange dollars for their underlying foreign currencies in order to
purchase foreign currency-denominated investments, and may exchange their
underlying foreign currencies for dollars in order to meet investor
redemption requests or to pay expenses. These transactions may be executed
in the spot or forward markets.
In addition, each fund may combine forward transactions in its underlying
currency with investments in U.S. dollar-denominated instruments, in an
attempt to construct an investment position whose overall performance will
be similar to that of a security denominated in its underlying currency. If
the amount of dollars to be exchanged is properly matched with the
anticipated value of the dollar-denominated securities, the fund should be
able to "lock in" the foreign currency value of the securities, and the
fund's overall investment return from the combined position should be
similar to the return from purchasing a foreign currency-denominated
instrument. This is referred to as a "synthetic" investment position.
The execution of a synthetic investment position may not be successful. It
is impossible to forecast with absolute precision what the dollar value of
a particular security will be at any given time. If the value of a
dollar-denominated security is not exactly matched with a fund's obligation
under the forward contract on the contract's maturity date, the fund may be
exposed to some risk of loss . Although FMR will attempt to hold such
mismatchings to a minimum, there can be no assurance that FMR will be
successful in doing so.
INTERFUND BORROWING PROGRAM. Each fund has received permission from the SEC
to lend money to and borrow money from other funds advised by FMR or its
affiliates. Interfund loans and borrowings normally will extend overnight,
but can have a maximum duration of seven days. Loans may be called on one
day's notice. The funds will lend through the program only when the returns
are higher than those available at the same time from other short-term
instruments (such as repurchase agreements), and will borrow through the
program only when the costs are equal to or lower than the cost of bank
loans. Each fund will not lend more than 10% of its assets to other funds,
and will not borrow through the program if, after doing so, total
outstanding borrowings would exceed 15% of total assets. The funds 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.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
of the interest rate paid. Variable rate securities provide for a specified
periodic adjustment in the interest rate, while floating rate securities
have interest rates that change whenever there is a change in a designated
benchmark rate. Some variable or floating rate securities have put
features.
PUT FEATURES entitle the holder to sell a security back to the issuer or
a third party at any time or at specified intervals. They are subject to
the risk that the put provider is unable to honor the put feature (purchase
the security). Put providers often support their ability to buy securities
on demand by obtaining letters of credit or other guarantees from domestic
or foreign banks. FMR may rely on its evaluation of a bank's credit in
determining whether to purchase a security supported by a letter of credit.
In evaluating a foreign bank's credit, FMR will consider whether adequate
public information about the bank is available and whether the bank may be
subject to unfavorable political or economic developments, currency
controls, or other government restrictions that might affect the bank's
ability to honor its credit commitment. Demand features, standby
commitments, and tender options are types of put features.
FUTURES CONTRACTS. The funds may also execute transactions in foreign
currency by purchasing and selling futures contracts relating to foreign
currencies. Such currency futures contracts may be traded on U.S. and
foreign futures exchanges. The funds intend to comply with Rule 4.5 under
the Commodity Exchange Act, which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums.
SPECIAL CONSIDERATIONS AFFECTING THE FUNDS
The funds' net asset values will depend in part on the credit quality of
their investments. The funds try to minimize credit risk by relying on
FMR's credit analysis and limiting their investments to those that FMR
judges to be of high quality. The foreign currency market, however, offers
less protection against defaults in the forward trading of currencies than
is available when trading in currencies on an exchange. Because a forward
contract is not guaranteed by an exchange or clearinghouse, a default on
the contract would deprive a fund of unrealized profits or force it to
cover its commitments for purchase or resale, if any, at the current market
price.
FMR will keep abreast of the likelihood of the imposition by any foreign
government of exchange control restrictions that would affect the liquidity
of a fund's assets maintained with custodians in such countries, as well as
the degree of risk from political, social , and economic events and
developments to which such assets may be exposed. Even such close review
however, may not suffice to detect an unexpected event leading to the
imposition of exchange control restrictions and subsequent loss to
investor s. No assurance can be given that FMR's appraisal of
perceived risks will always be correct or that exchange control
restrictions or activities of foreign governments or depositories that
might materially adversely affect the value of the funds' investments might
not occur.
An increase in a country's inflation rate relative to other countries, or a
relative decrease in its short-term interest rates, will tend to cause its
currency to decline in value relative to other currencies. Rate of Gross
National Product (GNP) growth is broadly recognized as a barometer of
economic health; consequently, increases in the rate of GNP growth
generally suggest strength in the country's currency. Similarly, an
improving current account indicates positive trade conditions, which
generally accompany strengthening currency values. The above factors rarely
work in isolation from each other, however, and the future direction of
currency fluctuations cannot be predicted with certainty.
The U.S. government has from time to time in the past imposed restrictions,
through taxation and otherwise, on foreign investments by U.S. investors
such as the funds. If such restrictions should be reinstituted, it might
become necessary for one or more funds to invest all or substantially all
of their assets in U.S. securities. In such event, the Managing General
Partners would reevaluate the funds' investment objectives and policies.
JAPANESE MONEY MARKETS. The Bank of Japan is the central bank for Japan,
and is assisted in implementing monetary policy by the Ministry of Finance.
The Ministry of Finance controls the national budget, licenses all
financial institutions operating in the country, and acts as general
protector of the Japanese economy. The Bank of Japan controls monetary
policy under guidance of the Ministry of Finance to change reserve deposit
requirements and other monetary targets which relate to the public and
private sectors.
Financial institutions, domestic and foreign, which operate in Japan are
subject to licensing or approval by the Ministry of Finance, which has
detailed authority over the individual operations of each licensee.
Yen-denominated money market instruments include certificates of deposit
issued by Japanese banks or foreign banks' branches in Japan, Japanese
treasury bills, gensaki (repurchase agreements), and bankers' acceptances.
UNITED KINGDOM MONEY MARKETS. Overall supervision of the financial market
in London is exercised by Her Majesty's Treasury and the Bank of England,
which is the central bank for the United Kingdom. The Bank of England
supervises the market by establishing and structuring associations to
monitor market activities.
The Bank of England supervises credit standards in the money markets of the
United Kingdom by determining which obligations it will purchase and the
applicable discount rate. Paper and money market instruments of the highest
quality will be purchased by the Bank of England and discounted at its
prime rate. Paper or money market instruments of a lesser quality will be
purchased and discounted by the Bank at a higher rate. Paper or instruments
of inferior quality will not be purchased. In this manner, the Bank of
England monitors and supervises the creditworthiness of instruments traded
in the United Kingdom money market. The Sterling fund may purchase money
market instruments which have been refused for discount by the Bank of
England if they are of high quality in FMR's judgment.
Sterling-denominated money market instruments include Sterling time
deposits and certificates of deposit, commercial paper, treasury bills or
other securities issued or guaranteed as to payments of principal and
interest by the government of the United Kingdom, negotiable bonds issued
by local authorities in the United Kingdom, and corporate debt obligations.
GERMAN MONEY MARKETS. Deutsche Mark-denominated investments are widely used
in international markets as a vehicle for foreign exchange trading. The
money market in Germany is highly regulated by the German central bank, the
Bundesbank. Because securities markets are less prominent in Germany than
in other countries, the Bundesbank and the Federal Supervisory Authority
(which licenses, supervises, and inspects all depository institutions in
Germany) have greater control over monetary policy than their counterparts
in other countries, such as the Federal Reserve System in the United
States. This may have a significant impact on the rate of interest earned
on Deutsche Mark-denominated securities.
Banks in Germany have an additional source of credit, known as the "Lombard
Credit Line," a 90-day short-term borrowing based on a percentage of
eligible collateral, which affects interest rates for money market
instruments in Germany. The availability of the Lombard Credit Line, in
addition to rediscount privileges at the Bundesbank, is a factor affecting
the cost of funds in the money market in Germany and the rate of return to
be received for the purchaser of money market instruments.
Available Deutsche Mark-denominated investments include time deposits,
certificates of deposit, trade acceptances, bankers' acceptances, German
treasury bills and acceptances, corporate debt securities, and repurchase
agreements.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in each fund's
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to: the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions. Commissions for foreign investments
traded on foreign exchanges will generally be higher than for U.S.
investments and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers 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.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds 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 the funds. 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.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive 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
each 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 the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds, or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Managing General Partners
have authorized FBSI to execute portfolio transactions on national
securities exchanges in accordance with approved procedures and applicable
SEC rules.
Each fund's Managing General Partners 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 each
fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.
For fiscal 1994, 1993, and 1992, the funds paid no brokerage
commissions.
From time to time the Managing General Partners will review whether the
recapture for the benefit of the funds of some portion of the brokerage
commissions or similar fees paid by the funds on portfolio transactions is
legally permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture agreements are in effect. The Managing General Partners
intend to review whether recapture opportunities are available and are
legally permissible and, if so, to determine in the exercise of their
business judgment whether it would be advisable for each fund to seek such
recapture.
Although the Managing General Partners and officers of each fund are
substantially the same as the Board members and officers of other funds
managed by FMR, investment decisions for each fund are made independently
from those of other funds managed by FMR or accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or accounts. Simultaneous
transactions are inevitable when several funds and accounts are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Managing General Partners that the desirability of retaining
FMR as investment adviser to each fund outweighs any disadvantages that may
be said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Each fund's investments are valued (i) by appraising portfolio securities
that are traded on the New York Stock Exchange (NYSE) or American Stock
Exchange at the closing bid price, or, if no closing price is available, at
the last traded bid price, and (ii) by appraising foreign securities as
nearly as possible in the manner described in clause (i) if traded on any
other U.S. or foreign exchange, and, if not so traded, on the basis of
closing over-the-counter bid prices, if available.
Foreign securities are valued at the last sale price in the principal
market where they are traded or, if last sale prices are unavailable, at
the last bid price available prior to the time a fund's net asset value
(NAV) is determined. Foreign security prices are furnished by quotation
services which express the value of securities in their local currency.
FSC translates the value of foreign securities from the local
currency into U.S. dollars at current exchange rates. Foreign security
prices that cannot be obtained by the quotation services are priced
individually by FSC using dealer supplied quotations. All other securities
and other assets are appraised at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Managing General Partners.
Generally, the trading in foreign securities, as well as corporate bonds,
U.S. government securities, money market instruments, and repurchase
agreements, is substantially completed each day at various times prior to
the close of the NYSE. The values of any such securities held by a fund are
determined as of such times for the purpose of computing each fund's NAV.
The procedures set forth above need not be used to determine the value of
debt securities owned by a fund if, in the opinion of the Managing General
Partners, some other method (e.g., based on closing over-the-counter bid
prices in the case of debt instruments traded on an exchange) would more
accurately reflect the fair market value of such debt securities. Foreign
currency exchange rates also are generally determined prior to the close of
the NYSE. If an extraordinary event that is expected to affect the value of
a portfolio security occurs after the close of an exchange on which that
security is traded, the security will be valued at fair value as determined
in good faith by a committee appointed under the direction of the Managing
General Partners.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price and total
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.
YIELD refers to the income generated by an investment in a fund
over a given period of time, expressed as an annual percentage rate.
However, the rates on forward foreign currency contracts purchased by each
fund include an adjustment factor to reflect the differential between
prevailing money market rates of interest in the two currencies. When the
funds establish these synthetic positions, the effective economic rate of
interest earned will not be the same as the nominal rates earned on the
dollar-denominated instruments. As a result, the funds do not quote yields.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then calculating
the annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative total return of 100% over ten years would
produce an average annual 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 fund'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 the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income, if any, and capital (including capital
gains , if any, and changes in share price) in order to illustrate
the relationship of these factors and their contributions to total return.
Total returns may be quoted on a before-tax or after-tax basis and may be
quoted with or without taking the fund's .40% maximum sales charge into
account. Excluding the funds' sales charge from a total return calculation
produces a higher total return figure. Total 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 fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes distributions, if any, paid by
a fund and reflects all elements of its return. Unless otherwise indicated,
a fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. A 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. On December 3 0 , 199 4, the 13-week and 39-week long-term
moving averages were 17.06 and 16.80, respectively, for the Yen fund,
14.87 and 14.42, respectively, for the Sterling fund , and 16.30
and 15.77, respectively, for the Deutsche Mark fund.
HISTORICAL FUND RESULTS. The following table shows each fund's total
returns for periods ended December 31, 1994. Total return figures include
the effect of a fund's maximum .40% sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Five Life of One Five Life of
Year Years Fund* Year Years Fund*
Yen 12.19% 10.88% 10.72% 12.19% 67.62% 68.62%
Sterling 9.44 % 7.38 % 7.84 % 9.44 % 42.74 % 47.31 %
Deutsche Mark 15.93% 8.25% 9.95% 15.93% 48.67% 62.65%
</TABLE>
* From November 16, 1989 (commencement of operations).
The following compares each fund's return to the record of the
Standard & Poor's Composite Index of 500 Stocks (S&P 500(registered
trademark)), the Dow Jones Industrial Average (DJIA), and the cost of
living (measured by the Consumer Price Index, or CPI) over the same period.
The CPI information is as of the month end closest to the initial
investment date for each fund. The S&P 500 and DJIA comparisons are
provided to show how each fund's total return compared to the record of a
broad average of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Of course, since
each fund is designed to duplicate the performance of foreign currencies
against the U.S. dollar, common stocks represent a different type of
investment from the fund. Common stocks generally offer greater growth
potential than the funds, but generally experience greater price
volatility, which means greater potential for loss. In addition, common
stocks generally provide lower income than a fixed-income investment such
as the funds. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the funds' returns, do not include
the effect of paying brokerage commissions or other costs of investing.
YEN FUND. During the period from November 16, 1989 (commencement
of operations) to December 31 , 1994, a hypothetical $10,000
investment in Yen fund would have grown to $16,862, after deducting
the fund's .40 % sales charge. The fund made no dividend or capital
gain distributions during this period. This was a period of fluctuating
currency exchange rates and bond prices and the figures below should not be
considered representative of the capital gain or loss that could be
realized from an investment in the fund today.
Yen INDICES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Value of S&P 500 DJIA Cost of
Ended Initial Living**
$10,000
Investment
1994 $ 16,862 $ 15,820 $ 17,123 $ 11,890
1993 $ 14,970 $ 15,614 $ 16,312 $ 11,581
1992 $ 13,237 $ 14,184 $ 13,943 $ 11,271
1991 $ 12,918 $ 13,177 $ 12,994 $ 10,953
1990 $ 11,235 $ 10,099 $ 10,451 $ 10,627
1989* $ 10,020 $ 10,424 $ 10,507 $ 10,016
</TABLE>
* From November 16, 1989 (commencement of operations)
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on
November 16, 1989 , assuming the .40% load had been in effect the net
amount invested in fund shares was $9,960. Tax consequences of different
investments have not been factored into the above figures.
STERLING FUND. During the period from November 16, 1989
(commencement of operations) to December 31, 1994, a hypothetical $10,000
investment in Sterling fund would have grown to $ 14,731 after
deducting the fund's .40% sales charge . The fund made no dividend or
capital gain distributions during this period. This was a period of
fluctuating currency exchange rates and bond prices and the figures in
the following table should not be considered representative of the
capital gain or loss that could be realized from an investment in the fund
today.
Sterling INDICES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Value of S&P 500 DJIA Cost of
Ended Initial Living**
$10,000
Investment
1994 $ 14,731 $ 15,820 $ 17,123 $ 11,890
1993 $ 13,406 $ 15,614 $ 16,312 $ 11,581
1992 $ 13,107 $ 14,184 $ 13,943 $ 11,271
1991 $ 14,910 $ 13,177 $ 12,994 $ 10,953
1990 $ 14,034 $ 10,099 $ 10,451 $ 10,627
1989* $ 10,279 $ 10,424 $ 10,507 $ 10,016
</TABLE>
* From November 16, 1989 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on
November 16, 1989 , assuming the .40% load had been in effect the net
amount invested in fund shares was $9,960. Tax consequences of different
investments have not been factored into the above figures.
DEUTSCHE MARK FUND. During the period from November 16, 1989
(commencement of operations) to December 31 , 1994, a hypothetical
$10,000 investment in Deutsche Mark fund would have grown to $16,265
after deducting the fund's .40 % sales charge. The fund made no
dividend or capital gain distributions during this period. This was a
period of fluctuating currency exchange rates and bond prices and the
figures below should not be considered representative of the capital gain
or loss that could be realized from an investment in the fund today.
Deutsche Mark INDICES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Value of S&P 500 DJIA Cost of
Ended Initial Living**
$10,000
Investment
1994 $ 16,265 $ 15,820 $ 17,123 $ 11,890
1993 $ 13,974 $ 15,614 $ 16,312 $ 11,581
1992 $ 14,143 $ 14,184 $ 13,943 $ 11,271
1991 $ 13,994 $ 13,177 $ 12,994 $ 10,953
1990 $ 13,217 $ 10,099 $ 10,451 $ 10,627
1989* $ 10,896 $ 10,424 $ 10,507 $ 10,016
</TABLE>
* From November 16, 1989 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on
November 16, 1989 , assuming the .40% load had been in effect the net
amount invested in fund shares was $9,960. Tax consequences of different
investments have not been factored into the above figures.
A fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, a fund's performance
may be compared to stock, bond, and money market mutual fund performance
indices prepared by Lipper or other organizations. When comparing these
indices, it is important to remember the risk and return characteristics of
each type of investment. For example, while stock mutual funds may offer
higher potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability of
principal, but generally do not offer the higher potential returns from
stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund 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 fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For example,
a fund may offer greater liquidity or higher potential returns than CDs, a
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services and
products. Fidelity may also reprint, and use as advertising and sales
literature, articles from Fidelity Focus, a quarterly magazine provided
free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total 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 fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A 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.
As of December 31, 1994 , FMR advised over $25 billion in tax-free
fund assets, $65 billion in money market fund assets, $165 billion in
equity fund assets, $35 billion in international fund assets, and $20
billion in Spartan fund assets. The funds may reference the growth and
variety of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the 1940
Act), FDC exercises its right to waive each fund's front-end sales charge
in connection with the fund's merger with or acquisition of any
investment company. In addition, FDC has chosen to waive each fund's sales
charge in certain instances because of efficiencies involved in sales of
those shares. The sales charge will not apply to shares purchased by
(a) a current or former Managing General Partner, Trustee, or
officer of a Fidelity fund, or a current or retired officer, director, or
regular employee of FMR Corp. or its direct or indirect subsidiaries
(a Fidelity Managing General Partner, Trustee, or employee) ; (b) the
spouse of a Fidelity Managing General Partner, Trustee, or employee; (c)
a Fidelity Managing General Partner, Trustee or employee acting as
custodian for a minor child ; or (d) a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
Managing General Partner, Trustee, or employee.
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 199 5: New
Year's Day (observed) , President's Day (observed), Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving
Day, and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, the NYSE may modify its holiday schedule at any
time.
FSC normally determines each fund's NAV as of the close 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 SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a fund's NAV may be affected on days when investors do
not have access to the fund to purchase or redeem shares. In addition,
trading in some of a fund's portfolio securities may not occur on days when
the fund is open for business.
Because the funds invest in securities that are traded in other markets on
days the funds are not open for business, each fund's net asset value per
share may be significantly affected on days when investors do not have
access to the fund to purchase or redeem shares. In addition, investor
requests for purchase and redemption of shares of the funds are processed
only once a day, as of the time net asset value is calculated (generally
4:00 p.m. Eastern time), while currency exchange rates change constantly,
and may experience significant fluctuations outside the normal U.S.
business day. If a fund experiences substantial purchase or redemption
orders, and the fund's investments are not adjusted promptly to reflect the
resulting cash flows, the fund could in effect have more or less than 100%
of its assets invested on a temporary basis. This could have a greater
effect on the funds than on funds that invest in U.S. securities, since
trading in most U.S. securities effectively ceases after 4:00 p.m., and
U.S. securities are not as subject to significant changes in value
overnight as are foreign currencies. The Managing General Partners will
determine fair value of a security if a material event occurs which would
affect net asset value on days when the NYSE is closed or after the end of
trading on any business day.
If the Managing General Partners determine that existing conditions make
cash payments undesirable, redemption payments may be made in whole or in
part in securities or other property, valued for this purpose as they are
valued in computing a fund's NAV. Investor s receiving securities or
other property on redemption may realize a gain or loss for tax purposes,
and will incur any costs of sale, as well as the associated inconveniences.
POWER OF ATTORNEY AND OTHER INFORMATION. You will be required to request
admission as a Limited Partner (investor) of the fund and to agree
to the Power of Attorney set forth in Section XIV of the Partnership
Agreement and to the terms of the Partnership Agreement as a part of your
application at the time of your initial purchase of shares of any fund. By
doing so, you agree to the terms of the Partnership Agreements and Powers
of Attorney of all three funds, whether or not you purchase shares of more
than one fund, and your signature on the application for any fund shall be
conclusive evidence of your agreement to their terms. You cannot be
accepted as a Limited Partner until a properly executed application has
been received by the funds. It will be used to add you, with the consent of
the Managing General Partners, to the Limited Partners of your chosen fund.
Shares of the funds may be assigned only to secure a loan or by operation
of law. Although an assignee may not become a Limited Partner until he has
executed and submitted an application, shares will be redeemed by the fund
upon the request of the registered holder at any time at net asset value.
TAXES
ALLOCATIONS. As an investor ( Limited Partner ) of a fund, you
must report your distributive share of the fund's income, gains, and losses
for the fund's tax year ending within or with your most recent tax year.
You will be allocated your proportionate part of the income, gains, losses,
deduction, and credits actually realized by your fund for each day you were
a n investor . Your share of losses will be allowed as a
deduction only to the extent of your adjusted basis in the fund shares you
own and only to the extent you are "at risk" with respect to your
investment in a fund. Long-term capital gains realized by the funds will be
reportable as long-term capital gains for tax purposes, regardless of how
long you have held your shares. Since income is allocated only when
realized, allocation of a fund's income for tax purposes may differ from
the allocation of such income for financial purposes. For example, if you
purchased shares of a fund when it had net unrealized gains and such gains
were later realized, taxable income may be allocated to you even though the
value of your shares did not change. The funds believe that their
allocations of income and loss correspond to the investor s'
respective economic interests in the funds and should therefore be given
effect for federal income tax purposes. However, if the Internal Revenue
Service subsequently modifies those allocations, amounts previously
reported by investor s in their returns would be affected.
Each fund's taxable year ends on December 31.
ADJUSTED TAX BASIS; REDEMPTIONS. You may realize a capital gain or loss
when you redeem or assign your shares. The tax treatment will depend in
part on your adjusted tax basis in the fund shares you own. The adjusted
basis of your shares will be your purchase price (including any sales
charge you paid), increased by the amount of income and capital gain
allocated to you for tax purposes (as shown on your K-1 tax form), and
reduced, but not below zero, by (i) any capital or other loss allocated to
you, and (ii) the amount of any cash distributions you received in
redemption of shares or otherwise. If you receive a distribution in cash
and it exceeds your adjusted tax basis immediately prior to the
distribution, you generally will realize a capital gain equal to the
excess.
INCOME OF THE FUNDS. Each fund's income will include interest, long and
short-term capital gains, and foreign currency exchange gain or loss.
Forward contracts and investments in foreign currencies and foreign
currency-denominated instruments or securities (other than certain options
and futures contracts, as described below) will generate, in whole or in
part, ordinary income or loss. Unrealized gains or losses on positions in
(i) forward contracts that are traded in the interbank market and (ii) most
exchange-traded foreign currency options and futures contracts are
generally marked-to-market at the end of each year and treated for tax
purposes as realized in such year.
The funds are likely to enter into combinations of investment positions
that may the result in (i) losses on one position which may be deferred to
the extent of any unrecognized gain on another position or (ii) long-term
capital gains or short-term capital losses which may be recharacterized,
respectively, as short-term gains and long-term losses. Similar treatment
may apply to combinations consisting of portfolio transactions and
transactions entered into by partners for their own accounts. Prospective
investors should review with their own tax advisers the potential for such
interactions and their possible tax consequences in light of their
individual circumstances.
TAX STATUS OF THE FUNDS. FMR has been advised that under current Treasury
regulations and rulings, and judicial decisions, each fund will be
classified as a partnership for federal income tax purposes. Under current
Treasury regulations and rulings, and judicial decisions, for each fund:
(1) General Partners and Limited Partners should be treated as partners of
the fund for federal income tax purposes;
(2) The adjusted basis of a partner's interest in the fund should be
determined pursuant to section 705(a) of the Code and will be equal to the
aggregate adjusted basis of all shares of the fund held by the partner;
(3) In determining his or her federal income tax, each partner should take
into account separately his or her distributive share of all items of
partnership income, gain, loss, deduction, or credit.
(4) To the extent not otherwise provided in section 736 or 751 of the Code,
no gain should be recognized to a partner on a distribution by the fund in
redemption of the partner's shares or otherwise, except to the extent that
any money distributed to the partner exceeds the adjusted basis of the
partner's partnership interest immediately prior to the distribution; and
(5) No gain or loss should be recognized by the fund on a distribution of
cash or other property to a partner.
As partnerships, the funds are not themselves subject to federal income
tax. However, the continuing status of the funds as partnerships will be
dependent on continued compliance with a number of conditions, including
certain continuing requirements relating to the General Partners' aggregate
interests in the capital and each material item of portfolio income, gain,
loss, deduction, and credit of the funds (see "Managing General Partners
and Officers" on page ). If any fund failed to meet these continuing
requirements, the Internal Revenue Service could take the position
(possibly retroactively) that the fund ceased to be a partnership for
federal income tax purposes from the time of the failure, and was instead
taxable as a corporation.
Under federal tax legislation, certain "publicly traded partnerships" are
treated as corporations. The funds may ultimately be covered by that
provision; they are covered by a ten-year transition rule that preserves
their status as partnerships until December 31, 1997. If the funds were
ever treated as corporations (either before or after December 31, 1997),
they might have to modify their investment policies in order to qualify for
federal pass-through tax treatment available to mutual funds that qualify
as "regulated investment companies" (RICs) under Subchapter M of the Code,
so that adverse tax consequences to investor s could be avoided to
the extent possible. In order to qualify under Subchapter M as currently
constituted, the funds might have to (i) substantially curtail certain of
their investment practices, especially those involving transactions in
foreign currency, which could make it more difficult for the funds to meet
their investment objectives, and (ii) distribute their income annually. If
any fund failed to qualify for tax purposes as a partnership or as a RIC at
any time, its income would be taxed to the fund at corporate rates; its
items of income, gain, loss, deduction, and credit would not flow through
to its investor s; and its distributions to investor s in
respect of their shares would be treated pursuant to section 301 of the
Code, as (i) dividends taxable to the investor s, to the extent of
the current and accumulated earnings and profits of the fund, (ii) then a
tax-free return of capital, to the extent of a investor 's basis in
his fund shares, and (iii) finally, a capital gain to the extent of any
additional amount.
Under current federal tax laws, certain transactions in which the funds
might engage, such as engaging in reverse repurchase agreements, may be
deemed taxable as "unrelated business taxable income" (UBTI) for retirement
plans and other tax-exempt investors.
The tax discussions in this Statement of Additional Information are based
on current interpretations of existing federal tax laws. No assurance can
be given that legislative, judicial, or administrative changes may not be
forthcoming that could modify such rulings or statements. Such changes
could be retroactive. The Partnership Agreement provides that the General
Partners shall not be liable to any holder of shares or to any Limited
Partner by reason of any change in federal or state income tax laws as they
apply to each fund and the L imited P artners, whether such
change occurs through legislative, judicial, or administrative action, as
long as the General Partners have acted in good faith and in a manner
reasonably believed to be in the best interests of the Limited Partners.
The foregoing discussion of certain federal income tax consequences of an
investment in a fund is general in nature. Investors are urged to consult
their tax advisers for information regarding the federal, state, and local
tax consequences of investment in the funds.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company
organized in 1972. Through ownership of voting common stock and the
execution of a shareholders' voting agreement, Edward C. Johnson 3d,
Johnson family members, and various trusts for the benefit of the Johnson
family form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing, and restricts certain transactions. For example, all
personal trades require pre-clearance, and participation in initial public
offerings is prohibited. In addition, restrictions on the timing of
personal investing relative to trades by Fidelity funds and on short-term
trading have been adopted.
MANAGING GENERAL PARTNERS AND OFFICERS
Each fund's Managing General Partners and executive officers are listed
below. Except as indicated, each individual has held the office shown or
other offices in the same company for the last five years. All persons
named as Managing General Partners also serve in similar capacities for
other funds advised by FMR. Unless otherwise noted, the business address of
each Managing General Partner and officer is 82 Devonshire Street, Boston,
Massachusetts 02109, which is also the address of FMR. Those Managing
General Partners who are "interested persons" (as defined in the Investment
Company Act of 1940) by virtue of their affiliation with either the funds
or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Managing General Partner and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc. (1989), Fidelity Management & Research (U.K.)
Inc., and Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Managing General Partner and Senior Vice President, is
President of FMR; and President and a Director of FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Managing General
Partner (1991), is a consultant to Western Mining Corporation (1994). Prior
to February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and production, 1990). Until March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Sanifill Corporation
(non-hazardous waste, 1993) and CH2M Hill Companies (engineering). In
addition, he served on the Board of Directors of the Norton Company
(manufacturer of industrial devices, 1983-1990) and continues to serve on
the Board of Directors of the Texas State Chamber of Commerce, and is a
member of advisory boards of Texas A&M University and the University of
Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Managing General
Partner (1992). Prior to her retirement in September 1991, Mrs. Davis was
the Senior Vice President of Corporate Affairs of Avon Products, Inc. She
is currently a Director of BellSouth Corporation (telecommunications),
Eaton Corporation (manufacturing, 1991), and the TJX Companies, Inc.
(retail stores, 1990), and previously served as a Director of Hallmark
Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In addition, she is
a member of the President's Advisory Council of The University of Vermont
School of Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Managing General Partner,
is a financial consultant. Prior to September 1986, Mr. Flynn was Vice
Chairman and a Director of the Norton Company (manufacturer of industrial
devices). He is currently a Director of Mechanics Bank and a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Managing General
Partner (1990). Prior to his retirement in 1984, Mr. Jones was Chairman and
Chief Executive Officer of LTV Steel Company. Prior to May 1990, he was
Director of National City Corporation (a bank holding company) and National
City Bank of Cleveland. He is a Director of TRW Inc. (original equipment
and replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as a
Trustee of First Union Real Estate Investments, Trustee and member of the
Executive Committee of the Cleveland Clinic Foundation, a Trustee
and member of the Executive Committee of University School (Cleveland), and
a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, One Harborside, 680 Steamboat Road, Greenwich, CT,
Managing General Partner is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia
University Graduate School of Business. Prior to 1987, he was Chairman
of the Financial Accounting Standards Board. Mr. Kirk is a Director of
General Re Corporation (reinsurance) and Valuation Research Corp.
(appraisals and valuations, 1993). In addition, he serves as Vice Chairman
of the Board of Directors of the National Arts Stabilization Fund ,
Vice Chairman of the Board of Trustees of the Greenwich Hospital
Association , and as a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995).
*PETER S. LYNCH, Managing General Partner (1990) is Vice Chairman of FMR
(1992). Prior to his retirement on May 31, 1990, he was a Director of FMR
(1989) 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). He is a
Director of W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen
Corporation (engineering and construction). 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
(1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Managing General
Partner (1989), is Chairman of G.M. Management Group (strategic advisory
services). Prior to his retirement in July 1988, he was Chairman and Chief
Executive Officer of Leaseway Transportation Corp. (physical distribution
services). Mr. McDonough is a Director of ACME-Cleveland Corp. (metal
working, telecommunications and electronic products), Brush-Wellman Inc.
(metal refining), York International Corp. (air conditioning and
refrigeration, 1989), Commercial Intertech Corp. (water treatment
equipment, 1992), and Associated Estates Realty Corporation (a real estate
investment trust, 1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Managing General
Partner. Prior to his retirement in 1985, Mr. Malone was Chairman, General
Electric Investment Corporation and a Vice President of General Electric
Company. He is a Director of Allegheny Power Systems, Inc. (electric
utility), General Re Corporation (reinsurance) and Mattel Inc. (toy
manufacturer). In addition, he serves as a Trustee of Corporate Property
Investors, the EPS Foundation at Trinity College, the Naples Philharmonic
Center for the Arts, and Rensselaer Polytechnic Institute, and he is a
member of the Advisory Boards of Butler Capital Corporation Funds and
Warburg, Pincus Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Managing General Partner
(1993) is Chairman of the Board, President, and Chief Executive Officer of
Lexmark International, Inc. (office machines, 1991). Prior to 1991, he held
the positions of Vice President of International Business Machines
Corporation ("IBM") and President and General Manager of various IBM
divisions and subsidiaries. Mr. Mann is a Director of M.A. Hanna Company
(chemicals, 1993) and Infomart (marketing services, 1991), a Trammell Crow
Co. In addition, he serves as the Campaign Vice Chairman of the Tri-State
United Way (1993) and is a member of the University of Alabama President's
Cabinet (1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Managing General Partner, 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 BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
ARTHUR S. LORING, Secretary, is Senior Vice President (1993) and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and Senior
Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
*FIDELITY MANAGEMENT & RESEARCH COMPANY, Non-Managing General Partner, is
the investment adviser of the funds and other investment companies.
The following table sets forth information describing the compensation
of each current non-interested Managing General Partner of each fund for
his or her services as trustee or Managing General Partner for the fiscal
year ended December 31, 1994.
COMPENSATION TABLE
Aggregate Compensation
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ralph F. Phyllis Richard E. Donald Gerald C. Edward Marvin Thomas
Cox Burke J. Flynn Bradley J. Kirk McDonough H. L. Mann R.
Davis Jones Malone Williams
Yen $ 2 $ 1 $ 2 $ 1 $ 1 $ 1 $ 2 $ 2 $ 2
Sterling 2 2 2 2 2 2 2 2 2
Deutsche Mark 4 3 4 4 3 4 4 4 4
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Pension or Estimated Annual Total
Retirement Benefits Upon Compensation
Benefits Accrued Retirement from from the Fund
from the Fund the Fund Complex*
Complex* Complex*
Ralph F. Cox $ 5,200 $ 52,000 $ 125,000
Phyllis Burke Davis 5,200 52,000 122,000
Richard J. Flynn 0 52,000 154,500
E. Bradley Jones 5,200 49,400 123,500
Donald J. Kirk 5,200 52,000 125,000
Gerald C. McDonough 5,200 52,000 125,000
Edward H. Malone 5,200 44,200 128,000
Marvin L. Mann 5,200 52,000 125,000
Thomas R. Williams 5,200 52,000 126,500
</TABLE>
* Information is as December 31, 1994 for the 206 funds in the
complex.
Under a retirement program adopted in July 1988, the non-interested
Managing General Partners, upon reaching age 72, become eligible to
participate in a retirement program under which they receive payments
during their lifetime from a fund based on their basic managing general
partner fees and length of service. The obligation of a fund to make such
payments are not secured or funded. Managing General Partners become
eligible if, at the time of retirement, they have served on the Board for
at least five years. Currently, Messrs. Ralph S. Saul, William R.
Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program
Under the Partnership Agreement, (1) FMR, the Non-Managing General Partner,
may not voluntarily resign without giving at least 180 days' written notice
(unless a successor is appointed or its obligations are otherwise assumed),
and (2) the General Partners as a group will, if required for tax purposes
in the opinion of counsel, (a) own at least 1% of the outstanding number of
shares of each fund, or, if total contributions to a fund exceed $50
million, 1% divided by the ratio of the total contributions to $50 million
(but in no case less than 0.2%) of the outstanding number of shares of the
fund, and (b) maintain a minimum capital account balance in each fund equal
to 1% of the total positive capital account balances of the fund or
$500,000, whichever is less. FMR has undertaken to own a sufficient number
of shares of each fund to satisfy the ownership requirements of the
preceding sentence (if applicable) at all times while it is serving as
Non-Managing General Partner. If a fund or the Limited Partners terminate
the rights, duties and obligations of FMR as the Non-Managing General
Partner or as investment adviser, FMR may redeem its shares upon 30 days'
written notice.
As of December 31, 1994, approximately 4.8%, 4.4%, and 1.9% of the
outstanding shares of the Yen, Sterling, and Deutsche Mark funds,
respectively, were held by an FMR affiliate. Mr. Edward C. Johnson 3d,
President and Managing General Partner of the funds, by virtue of his
controlling interest in FMR Corp., may be considered a beneficial owner of
these shares. With exception Mr. Johnson 3d, the Managing General Partners
and officers of the funds owned, in the aggregate, less than 1% of each
fund's total outstanding shares as of that date.
As of December 31, 1994, Earl & Co. Ltd., 3435 N. 140th Circle, Omaha
NE, owned of record or beneficially approximately 29.4% and 7.7% of the
total outstanding shares of the Sterling and Deutsche Mark funds,
respectively; Donaldson Lufkin & Jenrette Securities Corp., P.O. Box 2052,
Jersey City, NJ, owned of record of beneficially approximately 9.5%, 5.4%,
and 10% of the total outstanding shares of the Sterling, Deutsche Mark, and
Yen funds, respectively; John A. Swanson, P.O. Box 63, Johnson Road,
Houston, PA, owned of record or beneficially approximately 6.7% of the
total outstanding shares of the Sterling fund; and Dr. Gerald and Patricia
Rehert, 1661 Friar Tuck Road NE, Atlanta, GA, owned of record or
beneficially approximately 8.8% of the total outstanding shares of the Yen
fund.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Managing General Partners,
directs the investments of each fund in accordance with its investment
objective, policies, and limitations. FMR also provides each fund with all
necessary office facilities and personnel for servicing each fund's
investments, and compensates all officers of each fund, all Managing
General Partners who are "interested persons" of the funds or of FMR, and
all personnel of each fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Managing General Partners, provide the management and administrative
services necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants,
underwriters, and other persons dealing with each fund; preparing
all general investor communications and conducting investor
relations; maintaining each fund's records and the registration of each
fund's shares under federal and state law s ; developing management
and investor services for each fund; and furnishing reports,
evaluations, and analyses on a variety of subjects to the Managing General
Partners.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that
are not assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy material s to investor s,
legal expenses , and the fees of the custodian,
auditor , and non-interested Managing General Partners. Although each
fund's current management contract provides that each fund will pay
for typesetting, printing, and mailing of prospectuses, statements of
additional information, notices , and reports to investors, each
fund has entered into a revised transfer agent agreement with FSC ,
pursuant to which , FSC bears the cost of providing these services to
existing investors . Other expenses paid by each fund
include interest, taxes, brokerage commissions, and each fund's
proportionate share of insurance premiums and Investment Company Institute
dues . Each fund is also liable to such nonrecurring expenses as may
arise, including costs of any litigation to which each fund
may be a party, and any obligation it may have to indemnify
its officers and Managing General Partners with respect to litigation.
FMR is each fund's manager, pursuant to management contracts dated December
1, 1990 which were approved by investor s on November 14, 1990.
For the services of FMR under the contracts, each fund pays a monthly
fee at the annual rate of .50% of the average net assets of the fund
throughout the month. During the fiscal years ended December 31, 1994,
1993, and 1992, FMR voluntarily agreed to reimburse each fund, to the
extent that each fund's aggregate operating expenses were in excess of
1.50% of the fund's average net assets. Management fees and management fee
reimbursement amounts for each fund are shown in the following tables.
YEN FUND:
Management Fees
Before Amount of
December 31 Reimbursement Reimbursement
1994 $ 16,021 $ 77,460
1993 $19,984 $79,725
1992 $19,515 $93,280
STERLING FUND:
Management Fees
Before Amount of
December 31 Reimbursement Reimbursement
1994 $ 17,904 $ 75,890
1993 $14,922 $97,105
1992 $36,177 $60,521
DEUTSCHE MARK FUND:
Management Fees
Before Amount of
December 31 Reimbursement Reimbursement
1994 $ 37,832 $ 45,473
1993 $41,895 $59,586
1992 $93,062 $0
To comply with the California Code of Regulations, FMR will reimburse
each fund if and to the extent that each fund's aggregate
annual operating expenses exceed specified percentages of its average net
assets. The applicable percentages are 2 1/2% of the first $30 million, 2%
of the next $70 million, and 1 1/2% of average net assets in excess of $100
million. When calculating each fund's expenses for purposes of this
regulation, each fund may exclude interest, taxes, brokerage
commissions, and extraordinary expenses, as well as a portion of its
custodian fees attributable to investments in foreign securities.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and investor s' servicing agent
for the funds. Under each fund's contract with FSC, the fund pays an annual
fee of $14.04 per basic retail account with a balance of $5,000 or more,
$10.21 per basic retail account with a balance of less than $5,000, and a
supplemental activity charge of $2.25 for standing order transactions and
$6.11 for other monetary transactions. These fees and charges are subject
to annual cost escalation based on postal rate changes and changes in wage
and price levels as measured by the National Consumer Price Index for Urban
Areas. With respect to certain institutional client master accounts, the
funds pay FSC a per-account fee of $95 and monetary transaction charges of
$20 or $17.50, depending on the nature of services provided. With respect
to certain broker-dealer master accounts, the funds pay FSC a per-account
fee of $30 and a charge of $6 for monetary transactions .
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
investor s, with the exception of proxy statements.
The following table shows the transfer agent fees paid to FSC during each
fund's last three fiscal years ended December 31.
Transfer Agent Fees
1994 1993 1992
Yen $ 9,698 $ 10,311 $ 7,964
Sterling $ 6,572 $ 8,736 $ 7,503
Deutsche Mark $ 16,378 $ 14,012 $ 21,463
Each fund's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the fund's accounting records. The fee rates
for these pricing and bookkeeping services are based on each fund's
average net assets, specifically, .06% for the first $500 million of
average net assets and .03% for average net assets in excess of $500
million. The fee is limited to a minimum of $45,000 and a maximum of
$750,000 per year.
The following table shows the fees paid to FSC for pricing and
bookkeeping services, including related out-of-pocket expenses during each
fund's last three fiscal years:
Pricing and Bookkeeping Fees
1994 1993 1992
Yen $ 45,001 $ 45,019 $ 45,477
Sterling $ 45,001 $ 45,042 $ 45,510
Deutsche Mark $ 45,002 $ 45,027 $ 45,502
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC. The table below shows the sales
charge revenue paid to FDC for each fund's last three fiscal years:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Sales Charge Revenue Paid to FDC
1994 1993 1992
Yen $ 19,354 $ 26,466 $ 20,966
Sterling $ 7,267 $ 22,596 $ 39,874
Deutsche Mark $ 33,247 $ 39,069 $ 71,302
</TABLE>
DESCRIPTION OF THE FUNDS
Fidelity Deutsche Mark Performance Portfolio, L.P., Fidelity Sterling
Performance Portfolio, L.P., and Fidelity Yen Performance Portfolio, L.P.,
were each organized as a limited partnership in the s tate of
Delaware on April 13, 1987. Currently each fund is the only fund of the
limited partnership, although each fund's Partnership Agreement allows the
Managing General Partners to create additional funds.
In the event that FMR ceases to be the investment adviser of a fund, the
right of that fund to use the identifying name "Fidelity" may be withdrawn.
The Partnership Agreement is set forth in its entirety beginning on page
. It includes information on the voting rights and liabilities of both the
Managing General Partners and Limited Partners. Each investor who becomes a
Limited Partner through purchase of shares of a fund will be deemed to have
agreed to all the terms of the applicable Partnership Agreement.
CUSTODIAN. Chase Manhattan Bank N.A., 1211 Avenue of the Americas, New
York, New York, is custodian of each fund's assets. The custodian is
responsible for the safekeeping of each fund's assets and the appointment
of subcustodian banks and clearing agencies. The custodian takes no part in
determining a fund's investment policies, or in deciding which securities
are purchased or sold by each fund. Each fund, however, may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian.
FMR, its officers and directors, its affiliated companies, and each fund's
Managing General Partners, may from time to time have transactions with
various banks, including banks serving as custodians for certain of the
funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of FMR,
the terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as each fund's independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended December 31, 1994 are included in the fund's
Annual Report, which is a separate report supplied with this Statement of
Additional Information. Each fund's financial statements and financial
highlights are incorporated herein by reference .
APPENDIX
The descriptions that follow are examples of eligible ratings for each
fund. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations when
determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S COMMERCIAL PAPER RATINGS:
Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics:
(medium solid bullet) Leading market positions in well established
industries.
(medium solid bullet) High rates of return on funds employed.
(medium solid bullet) Conservative capitalization structures with moderate
reliance on debt and ample asset protection.
(medium solid bullet) Broad margins in earning coverage of fixed financial
charges and with high internal cash generation.
(medium solid bullet) Well established access to a range of financial
markets and assured sources of alternate liquidity.
Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earning trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
Moody's applies numerical modifiers, 1, 2, and 3, in the generic Aa rating
classification in its corporate bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating
category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S COMMERCIAL PAPER RATINGS:
A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
An AA rating may be modified by the addition of a plus or minus to show
relative standing within the major rating categories.
Each fund's proper name, "Fidelity Yen Performance Portfolio, L.P.,"
"Fidelity Sterling Performance Portfolio, L.P. , " and "Fidelity
Deutsche Mark Performance Portfolio, L.P.," appears in its respective
partnership agreement where indicated by "( N ame of Portfolio)."
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
(Name of Portfolio)
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the
"Agreement"), dated the 12th day of July, 1989, is executed and delivered
by and among the general partners hereinafter named (collectively, the
"General Partners"), Arthur Loring (the "Initial Limited Partner") and the
other persons who are from time to time admitted as, and are listed in the
books and records of the partnership governed by this Agreement (the
"Fund") as, limited partners (collectively, the "Limited Partners") (the
General Partners and the Limited Partners being hereinafter collectively
referred to as the "Partners").
WHEREAS, the Fund was formed under the Delaware Revised Uniform Limited
Partnership Act (the "Partnership Act") upon the filing, pursuant to an
Agreement of Limited Partnership dated as of April 13, 1987 among the
Initial General Partners (as defined in Section IV(a)(1)) and the Initial
Limited Partner (the "Original Agreement"), of a Certificate of Limited
Partnership (the "Certificate") in the office of the Secretary of State of
the State of Delaware on April 14, 1987; and
WHEREAS, the parties hereto desire to amend and restate the Original
Agreement in its entirety as hereinafter set forth and to continue the
activities of the Fund in accordance with the provisions of this Agreement;
NOW THEREFORE, the parties hereby agree as follows:
I. NAME.
The name of this limited partnership is "( N ame of Portfolio)." The
Managing General Partners (as defined in Section V(a)) shall have the right
at any time to change the name of the Fund. In the event of any such change
of name, the Managing General Partners shall promptly advise the Limited
Partners of the new name of the Fund. The Managing General Partners may
also adopt (and change from time to time) trade names or designations for
any Series (as defined in Section II(d)) of the Fund.
II. TERM OF THE FUND; INVESTMENT OBJECTIVE; OPERATING POLICY AND POWERS;
SERIES.
(a) Term. The term of the Fund commenced on the date of filing of the
Certificate in the Office of the Secretary of State of Delaware and shall
expire on December 31, 2051, unless sooner dissolved as hereinafter
provided.
(b) Investment Objective. The principal activity of the Fund shall be to
invest and reinvest the assets of each Series in investment securities and
other property.
(c) Operating Policy and Powers. The General Partners will cause the Fund
to operate as an open-end management investment company under the
Investment Company Act of 1940, as amended, and the rules, regulations and
any applicable exemptions thereunder (collectively, the "1940 Act").
Subject to (i) the limitations of the 1940 Act, (ii) this Agreement, and
(iii) the Fund's operating policies and investment and operating
limitations as set forth from time to time in the Fund's then current
prospectus(es) and statement(s) of additional information (collectively,
the "Prospectus") relating to the offer and sale of whole and fractional
units of limited partnership interest in the Fund and/or any Series (the
"Shares"), the Managing General Partners are authorized and empowered on
behalf of the Fund to do any and all acts necessary in pursuit of its
objective and to carry out the activities of the Fund, including, without
limitation, the following:
(1) To invest and reinvest cash and other property and to hold cash or
other property uninvested; to sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all assets of the Fund; and
to purchase, sell, exchange, lend, pledge, mortgage, hypothecate or
otherwise deal in options, stand-by commitments, futures contracts, forward
commitments, contracts of all kinds and any security, as defined in the
1940 Act, consistent with its investment objective;
(2) To adopt by-laws not inconsistent with this Agreement providing for
the conduct of the affairs of the Fund (the "By-laws") and to amend and
repeal them to the extent that they do not reserve that right to the
Limited Partners (which By-laws, as from time to time in effect, are
incorporated herein by reference and form a part of this Agreement);
(3) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(4) To engage professional advisors, investment advisors, depositaries,
custodians and/or administrators to supervise or administer the investments
or affairs of the Fund or any Series and, in general, to do such other acts
and incur such other expenses on behalf of the Fund or any Series as may be
necessary or advisable in connection with the conduct of the affairs of the
Fund or such Series;
(5) To retain a transfer agent and Partner servicing agent, or both;
(6) To provide for the sale and distribution of Shares through an
underwriter or sales agent or by the Fund itself, or both;
(7) To set record dates in the manner hereinafter provided;
(8) To delegate such authority as they consider desirable to any officers
of the Fund and to any agent, custodian or underwriter;
(9) To sell or exchange any or all of the assets of the Fund or any
Series;
(10) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Managing
General Partners shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Managing General Partners shall deem proper;
(11) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(12) To hold any security or property in a form not indicating any
partnership - whether in bearer, unregistered or other negotiable form - or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in any case to proper safeguards according to the usual
practice of investment companies;
(13) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Section II(d));
(14) To allocate assets, liabilities and expenses of the Fund to a
particular Series or to apportion the same between or among two or more
Series, provided that any liabilities or expenses incurred by or on behalf
of a particular Series shall be payable solely out of the assets belonging
to that Series as provided for in Section II(d);
(15) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held by the Fund; to consent to any contract, lease, mortgage,
purchase or sale of property by any such corporation or concern; and to pay
calls or subscriptions with respect to any security held by the Fund;
(16) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Fund or any matter in controversy including, but not limited
to, claims for taxes;
(17) To make distributions of income and of capital gains to Partners in
the manner hereinafter provided;
(18) To borrow money and to pledge assets belonging to the Fund or any
Series to secure borrowings consistent with its investment objective;
(19) To establish, from time to time, a minimum total investment in the
Fund or any Series and to require the redemption of the Shares of any
Partner or other holder of Shares whose investment is less than such
minimum upon giving notice to such Partner or other holder;
(20) To lend portfolio securities in accordance with applicable policies
of the Securities and Exchange Commission (the "SEC") with respect to the
lending of securities by investment companies under the 1940 Act; and
(21) To exercise any and all other powers which may be necessary or
appropriate to implement the foregoing purposes, policies and powers of the
Fund, including, without limitation, those generally granted to limited
partnerships under the Partnership Act.
(d) Series.
(1) The Managing General Partners may from time to time establish separate
segregated portfolios of Fund assets (the "Series") Each Series may, within
the overall scope of the Fund's investment objective and activities, have
distinct investment policies and shall be separately identified. Each
Series shall be represented by separately designated Shares, divided into
such numbers of whole and fractional Shares as shall be determined by the
Managing General Partners. Each Share of each Series shall be identical to
each other Share of such Series in all economic respects and shall
represent an equal and proportionate interest in the relevant Series with
each other outstanding Share of that Series. The Shares of a particular
Series will be preferred over the Shares of all other Series in respect of,
and will have an interest solely in, the Fund assets belonging to that
Series, as provided in Paragraph (2) below. The Managing General Partners
shall have full power and authority, in their sole discretion and without
obtaining any prior authorization or vote of the Limited Partners holding
Shares of any Series, to create and establish (and to change in any manner)
Shares or any Series or classes thereof with such preferences, voting
powers, rights and privileges as the Managing General Partners may from
time to time determine, to divide or combine the Shares or any Series or
classes thereof into a greater or lesser number, to classify or reclassify
any issued Shares into one or more Series or classes of Shares, to abolish
any one or more Series or classes of Shares and to take such other action
with respect to the Shares as the Managing General Partners may deem
desirable. The identification of each Series and the Shares thereof
existing from time to time, including the relative designations,
preferences participating, optional or other special rights and powers
thereof, shall be set forth from time to time in the Prospectus.
(2) All consideration received by the Fund for the issue or sale of Shares
of a particular Series, together with all assets of the Series in which
such consideration is invested or reinvested, all income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall be referred to as "assets belonging to" that particular Series. In
addition, any assets, income, earnings, profits and proceeds thereof, funds
or payments which are not readily identifiable as belonging to any
particular Series shall be allocated by the Managing General Partners to,
between or among any one or more of the Series in such manner as they in
their sole discretion deem fair and equitable and shall be treated for all
purposes as assets belonging to the Series to which they are so allocated.
The assets belonging to a particular Series shall be so recorded upon the
books of the Fund, shall be held by the Managing General Partners solely
for the benefit of the holders of Shares of that Series and shall be
charged with the liabilities, expenses, costs, charges and reserves
(collectively, the "Liabilities") attributable to that Series. Any
Liabilities of the Fund which are not readily identifiable as attributable
to any particular Series shall be allocated and charged by the Managing
General Partners to, between or among any one or more of the Series in such
manner as they in their sole discretion deem fair and equitable. Each
allocation made by the Managing General Partners under this Paragraph and
their determinations as to which assets belong to, and which Liabilities
are attributable to, a particular Series shall be conclusive and binding
upon all Limited Partners and other holders of Shares of all Series for all
purposes. Any creditor of any Series may look only to the assets belonging
to that Series to satisfy such creditor's claims.
III. PLACE OF BUSINESS.
The principal place of business of the Fund shall be located at 82
Devonshire Street Boston, Massachusetts 02109. The Managing General
Partners may from time to time change the location of the Fund's principal
place of business and establish such additional places of business as they
may deem necessary or desirable for the conduct of the Fund's activities.
IV. CAPITAL CONTRIBUTIONS.
(a) General Partners' Contributions.
(1) Each person who signed the Original Agreement as a general partner (an
"Initial General Partner") has purchased the number of Shares and has
contributed the amount in cash to the Fund set forth on Schedule "A" to
this Agreement and incorporated herein by this reference.
(2) Notwithstanding anything to the contrary that may be expressed or
implied herein, the General Partners, taken together, shall at all times
during the Fund's existence maintain a positive balance in their Capital
Accounts (as defined in Section IV(e)), in the aggregate, equal to at least
the lesser of $500,000 or 1% of the aggregate positive Capital Account
balances of all Partners, as long as current law, regulations, Internal
Revenue Service policy or interpretations thereof, in the opinion of
counsel, require the General Partners to maintain such balance in order to
enable the Fund to qualify, or obtain a ruling from the IRS that it
qualifies, as a partnership for federal income tax purposes. In the event
that the Fund has more than one Series, the General Partners shall maintain
positive balances in their Sub-Accounts relating to such Series, which will
satisfy the requirements of this section separately with respect to each
such Series.
(3) The Non-Managing General Partners (as defined in Section V(a)),
collectively, shall purchase, as necessary, that number of Shares of any
Series which, when added to all Shares owned by the Managing General
Partners, will comply with the requirements of Paragraph (2). In addition,
the Non-Managing General Partners, collectively, shall purchase such
additional Shares of any Series as shall enable the General Partners, in
the aggregate, to meet the requirements of Section VII(b)(4).
(b) Limited Partners' Contributions. The Initial Limited Partner has
purchased the number of Shares set forth on Schedule "A: and has
contributed $10 in cash to the Fund for each Share purchased. Subsequently
admitted Limited Partners will contribute, with respect to each Share of
any Series purchased, the "Net Asset Value" thereof, as determined in
accordance with Section IV(d).
(c) Form of Contributions. Contributions may be made only in cash (U.S.
dollars) or such other property or currency which is approved by the
Managing General Partners.
(d) Determination of Net Asset Value. The term "Net Asset Value" of any
Series shall mean that amount by which the assets of that Series exceed its
liabilities, all as determined by or under the direction of the Managing
General Partners, in the manner set forth in the Prospectus. The Net Asset
Value per Share shall be determined on such days and at such times as the
Managing General Partners may determine. The Managing General Partners may
suspend the determination of Net Asset Value as permitted under the 1940
Act. All determinations of Net Asset Value and appraisals of assets and
liabilities made in good faith by the Managing General Partners or their
delegates shall be binding and conclusive upon all Partners, other holders
of Shares and other interested persons.
(e) Capital Accounts. In addition to any capital accounts required to be
maintained for accounting purposes in accordance with generally accepted
accounting principles, the Fund shall maintain a capital account for each
Partner for federal income tax purposes ("Capital Account"). Each Capital
Account shall be maintained in accordance with section 704 of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations thereunder.
If a Partner owns Shares in more than one Series, that Partner's Capital
Account shall be divided into one sub-account for each such Series
("Sub-Account"), and each addition to or subtraction from any Capital
Account shall be allocated to the Sub-Account of the Series giving rise to
such addition or subtraction. On a daily basis (or such other basis as may
be determined by the Managing General Partners), each Capital Account and
each Sub-Account, as appropriate, shall be credited with the Partner's
share of income and gain, shall be charged with such Partner's share of
deductions, losses, distributions and withholding taxes (if any) and shall
otherwise appropriately reflect transactions of the Series and the
Partners. Each Partner's Capital Account and each Sub-Account, as
appropriate, shall be adjusted to reflect any purchases and redemptions of
Shares by such Partner at such time as determined by the Managing General
Partners. Adjustments to Capital Accounts and to Sub-Accounts for income
tax purposes to take into account allocations of gains and losses realized
by each Series shall be made in the manner described herein. A substituted
Limited Partner shall be deemed to succeed to the Capital Account and
Sub-Accounts of the Partner whom such substituted Limited Partner replaced.
V. GENERAL PARTNERS.
(a) Identity and Number. The names and addresses of the General Partners
are set forth on Schedule "A: to this Agreement, on which each is
designated either as a "Managing General Partner" or as a "Non-Managing
General Partner." Hereafter, the number of Managing General Partners shall
be fixed from time to time by the Managing General Partners. A Managing
General Partner or Non-Managing General Partner shall serve until the
occurrence of an event described in Section V(i) or Section V(j),
respectively.
(b) Managing General Partners and Non-Managing General Partners. Only
natural persons may act as Managing General Partners, and each General
Partner who is a natural person shall act only as a Managing General
Partner. Any General Partner which is not a natural person shall act as a
Non-Managing General Partner. Except as provided in Sections V(c) and X(e),
a Non-Managing General Partner as such shall take no part in the
management, conduct or operation of the Fund's affairs and shall have no
authority to act on behalf of the Fund or to bind the Fund.
(c) Management and Control. The Fund will be managed by the Managing
General Partners, who will have complete and exclusive control over the
management, conduct and operation of the Fund's affairs. Except as
otherwise specifically provided in this Agreement, the Managing General
Partners shall have the rights, powers and authority, on behalf of the Fund
and in its name, to exercise all of the rights, powers and authority of
partners of a partnership without limited partners under the Partnership
Act. Subject to the provisions of the 1940 Act, (1) the Managing General
Partners may contract on behalf of the Fund with one or more banks, trust
companies, investment advisers or other persons (which may be affiliates of
a General Partner) for the performance of such functions as the Managing
General Partners may determine, but subject always to their continuing
supervision, such functions to include, but not be limited to, the
investment and reinvestment of all or part of the Fund's assets, the
execution of portfolio transactions, the provision of investment advisory,
statistical and research facilities and any or all administrative
functions, and (2) a Non-Managing General Partner or an affiliate of a
General Partner may act as an investment adviser to the Fund or any Series
and shall be compensated for such services in accordance with the terms of
any investment advisory agreement which may be executed by the Fund or any
Series and such Non-Managing General Partner or affiliate. The Managing
General Partners may also appoint agents to perform such duties on behalf
of the Fund as they deem desirable. The Managing General Partners shall
devote themselves to the Fund's activities to the extent they may determine
necessary for the efficient conduct thereof, which it is understood shall
not, however, occupy their full time. Any General Partner may also engage
in other activities or businesses, whether or not similar in nature to the
activities of the Fund, subject to the limitations of the 1940 Act. Upon
the occurrence of an event described in Section V(i), the Managing General
Partners shall, within 90 days after such event, meet for the purposes of
determining whether to continue the Fund and whether, in their discretion,
but subject to the requirements of Section V(k), to elect a successor
Managing General Partner or Partners or to reduce the number of Managing
General Partners.
(d) Action by Managing General Partners. Unless otherwise required by the
1940 Act with respect to any particular action, the Managing General
Partners shall act only by the vote of a majority of the Managing General
Partners in attendance at a meeting, duly called, at which a quorum of the
Managing General Partners is present or by unanimous written consent
without a meeting or by telephone consent (provided a quorum of Managing
General Partners participate in such telephone meeting). At any meeting of
the Managing General Partners, a majority of the Managing General Partners
shall constitute a quorum. No single Managing General Partner shall have
authority to act on behalf of the Fund or to bind the Fund, provided,
however, that the Managing General Partners by majority vote may delegate
to any one or more of their number their authority to approve particular
matters or take particular action on behalf of the Fund. The Managing
General Partners may elect a Chairman who shall preside at meetings and
such other agents or officers of the Fund as they may deem advisable to
carry out its affairs.
(e) Designation of Tax Matters Partner. The Fund's "Tax Matters Partner,"
as defined in section 6231(a)(7) of the Code, shall be designated by the
Managing General Partners and may change from time to time as determined by
the Managing General Partners. The Tax Matters Partner is authorized, at
the Fund's or any affected Series' sole cost and expense, to represent, and
to retain legal counsel and other appropriate assistance to represent, the
Fund or such Series and each Limited Partner or other holder of Shares, in
connection with all examinations of the Fund's or such Series' affairs by
tax authorities, including any resulting claim, action, suit or proceeding
(as defined in Section V(m)). Each Limited Partner or other holder of
Shares agrees to cooperate with the Managing General Partners and to do or
refrain from doing any and all things reasonably required by the Managing
General Partners in connection therewith. The Managing General Partners may
take any other appropriate action with respect to any such tax matters,
including, but not limited to, settlement, compromise or arbitration of any
such examination or any resulting claim, action, suit or proceeding,
without the consent of any Limited Partners or other holders of Shares, and
any such action shall be binding on each Limited Partner or other holder of
Shares
(f) Limitations on Authority of Managing General Partners. The Managing
General Partners shall have no authority, without the vote or written
consent or ratification of all of the Limited Partners, to
(1) do any act in contravention of this Agreement,
(2) do any act which wold make it impossible to carry on the ordinary
activities of the Fund or
(3) possess Fund property, or assign their rights in specific Fund
property, for other than a Fund purposes. However, nothing herein shall
preclude dissolution of the Fund in accordance with this Agreement.
(g) Management and Control by Non-Managing General Partners. Except as
otherwise provided in sections V(c) and X(e), the Non-Managing General
Partners as such shall have no power to engage in the management, conduct
or operation of the Fund's affairs nor to exercise any of the rights,
powers and authority of a Managing General Partner.
(h) General Partners as Limited Partners. A General Partner may also
become a Limited Partner without obtaining the consent of the Limited
Partners and thereby become entitled to all the rights of a Limited Partner
to the extent of the limited partnership interest so acquired. Such event
shall not, however, be deemed to reduce or otherwise affect any of the
General Partner's liability hereunder as a General Partner. Termination of
a person's status as a General Partner shall not affect such person's
status, if any, as a Limited Partner.
(i) Termination of Status of a Managing General Partner as a General
Partner. A Managing General Partner shall have no further right, power or
authority to act as a general partner of the Fund (except to execute any
amendment to this Agreement and/or the Certificate to evidence the
termination of his status as such), and his interest as a general partner
shall terminate, if he
(1) dies, becomes bankrupt or is incapacitated,
(2) voluntarily withdraws upon not less than 90 days' written notice to
the other Managing General Partners, unless such notice is waived by the
Managing General Partners,
(3) is removed by the other Managing General Partners pursuant to a vote
taken at a meeting, duly held, of the Managing General Partners,
(4) is removed at a meeting of the Limited Partners called for such
purpose by a vote of at least two-thirds of the outstanding Shares of all
Series voting as a single class, or
(5) fails to be elected at a meeting of the Limited Partners called for
such purpose under Section X(e), provided that the termination of his
interest, and his right, power and authority to act, as a general partner
of the Fund shall not occur until his successor has been duly elected and
admitted to the Fund as a Managing General Partner or the number of
Managing General Partners has been reduced by the remaining Managing
General Partners, and provided, further, that the failure of any Managing
General Partner to be reelected shall not cause a dissolution of the Fund
and the operations of the Fund shall be continued by all remaining and
successor Managing General Partners.
A Managing General Partner shall not be entitled to any special payment
from the Fund as a result of the termination of his status as general
partner. A terminated Managing General Partner may, if he chooses to do so,
either redeem his Shares in accordance with Section XI(a) or retain his
Shares as a Limited Partner.
(j) Termination of Status of a Non-Managing General Partner as a General
Partner. A Non-Managing General Partner shall have no further right, power
or authority to act as a general partner of the Fund (except to execute any
amendment to this Agreement and/or Certificate to evidence this termination
of its status as such), and its interest as a general partner shall
terminate, upon the occurrence of any of the following events:
(1) the Non-Managing General Partner's voluntary withdrawal, upon 90 days'
written notice to the Managing General Partners; provided that a
Non-Managing General Partner shall not voluntarily withdraw or otherwise
terminate its status as a Non-Managing General Partner until the earliest
of (A) 90 days from the date such Non-Managing General Partner gives the
Managing General Partners written notice of its intention to withdraw as a
Non-Managing General Partner, (B) either the date that (i) at least one of
the existing Non-Managing General Partners agrees to assume the obligations
of the withdrawing Non-Managing General Partner under Section IV(a)(3) or
(ii) a successor Non-Managing General Partner, who has agreed to assume
such obligations, is elected by the Managing General Partners or (C) the
date a Managing General Partner assumes the obligations of the withdrawing
Non-Managing General Partner under Section IV(a)(3);
(2) the Non-Managing General Partner is dissolved or otherwise terminates
its existence;
(3) a petition in bankruptcy is filed by the Non-Managing General Partner;
(4) an involuntary petition in bankruptcy is filed against the
Non-Managing General Partner and a trustee is appointed and confirmed after
an opportunity for a hearing;
(5) the Non-Managing General Partner makes an assignment for the benefit
of creditors of substantially all of its assets; or
(6) the Non-Managing General Partner is removed by vote of the Managing
General Partners.
The retirement, dissolution, bankruptcy or other withdrawal of a
Non-Managing General Partner shall not dissolve the Fund, provided that the
Managing General Partners elect to continue the business and operations of
the Fund and, if there are no other existing Non-Managing General Partners,
either a successor Non-Managing General Partner is elected by the Managing
General Partners or, if a Non-Managing General Partner is not elected, a
Managing General Partner assumes the obligations of the withdrawing
Non-Managing General Partner under Section IV(a)(3). A Non-Managing General
Partner shall not be entitled to any special payment from the Fund as a
result of the termination of its status as a general partner. A terminated
Non-Managing General Partner may, if it chooses to do so, redeem its Shares
in accordance with Section XI(a) or retain its Shares as a Limited Partner.
(k) Additional or Successor Managing General Partners. Subject to the
applicable requirements of the 1940 Act, between meetings of Partners the
Managing General Partners may elect additional or successor Managing
General Partners to fill vacancies (whether or not created by an increase
in the number of Managing General Partners) in the number of Managing
General Partners. The number of Managing General Partners shall be fixed
from time to time by the Managing General Partners and, at or after the
commencement of the business of the Fund, shall be not less than one.
Subject to the provisions of Section V(i), each additional or successor
Managing General Partner shall serve as a Managing General Partner until
the next meeting of Partners called for the election of Managing General
Partners and until his respective successor is duly elected and admitted.
If at any time more than a majority of the Managing General Partners
serving as such shall not have been approved at a meeting of Limited
Partners, then the Managing General Partners shall as promptly as possible,
and in any event within 60 days (unless the SEC shall extend such period),
cause a meeting of Limited Partners to be held for the purpose of electing
Managing General Partners such that at least a majority thereof shall have
been elected by the Limited Partners consistent with the requirements of
the 1940 Act.
(l) Liability to Limited Partners. The General Partners shall not be
personally liable for the repayment of the balance of the Capital Account
of any Limited Partner or any other amount standing in the account of any
other holder of Shares, including, but not limited to, contributions with
respect to Shares. Any such repayment shall be solely from the Fund's
assets. The General Partners shall not have any personal liability to any
Limited Partner or any other holder of Shares for any loss, damage or other
costs incurred by reason of (1) any failure to withhold income tax under
federal or state tax laws with respect to income allocated to Limited
Partners or such holders, (2) any change in federal or state income tax
laws, or in interpretations thereof, as they apply to the Fund, the Limited
Partners or such holders, whether such change occurs through legislative,
judicial or administrative action, (3) any error of judgment or mistake of
fact or law or (4) any other action, or failure to act or other matter,
unless the result of willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. Any such loss, damage or costs shall be
satisfied from the Fund's assets.
(m) Assignment or Transfer of General Partners' Shares. A General Partner
may not assign Shares which he or it holds in his or its capacity as a
General Partner to any party without the consent of a majority of the
Managing General Partners (excluding such General Partner). Any assignee of
a General Partner for which such consent has been granted may not become a
substituted General Partner unless elected as such by the remaining
Managing General Partners, as provided in Section V(k), and shall otherwise
hold such Shares as a Limited Partner.
(n) Reimbursement and Compensation. Any Managing General Partner (other
than one who is an "interested person" as defined under the 1940 Act) may
receive compensation for his services as a Managing General Partner (as
determined by the Managing General Partners from time to time) and will be
reimbursed for all reasonable out-of-pocket expenses incurred in performing
his duties hereunder. Neither the payment of such compensation nor the
reimbursement of such expenses shall be deemed a distribution for purposes
of Section VII(b), nor shall such payment or reimbursement affect such
Partner's right to receive any distribution to which he would otherwise be
entitled as a holder of Shares.
(o) Indemnification.
(1) Subject to the exceptions and limitations contained in Paragraph (2)
below, every person who is, or has been, a General Partner, an officer,
director and/or trustee of a Non-Managing General Partner, an officer of
the Fund, or an agent of any of them (including persons who serve at the
Fund's request as directors, officers, or trustees of another organization
in which the Fund has any interest as a shareholder, creditor, or
otherwise) (a "Covered Person") shall be indemnified by the Fund to the
fullest extent permitted by law against any liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit, or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Covered Person, and
against amounts paid or incurred by him in the settlement thereof. The
words "claim," "action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceeding s(civil, criminal or other, including
appeals), actual or threatened, while in office or thereafter, and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(2) No indemnification shall be provided hereunder to a Covered Person
(A) who is finally adjudicated by a court or other body before which the
proceeding was brought (i) to be liable to the Fund or its Partners by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office, or (ii) not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the Fund;
(B) in the event of a settlement or other disposition not involving a
final adjudication as provided in (A), unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office
(i) by the court or other body approving the settlement or other
disposition,
(ii) by the vote of at least a majority of those Managing General
Partners who are neither interested persons of the Fund nor parties to the
matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry), or
(iii) by the written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);
provided, however, that any Partner may, by appropriate legal
proceedings, challenge any such determination by the Managing General
Partners or independent counsel.
(3) The rights of indemnification herein provided may be insured against
by policies maintained by the Fund, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
occupy the position by virtue of which he was a Covered Person, and shall
inure to the benefit of the heirs, executors and administrators of a
Covered Person. Nothing contained herein shall affect any rights of
indemnification to which Fund personnel, other than Covered Persons, and
other persons may be entitled by contract or otherwise underlaw.
(4) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in Section V(o)(1) may be paid by the Fund from time to time prior to final
disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person t h at such amount will be paid over by him to the Fund
if it is ultimately determined that he is not entitled to indemnification
under this Section V(o); provided, however, that either (A) such Covered
Person provides appropriate security for such undertaking, (B) the Fund is
insured against losses arising out of any such advance payments or (C)
either a majority of the Managing General Partners who are neither
interested person of the Fund nor parties to the matter, or independent
legal counsel in a written opinion, determined, based upon a review of
readily available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that such Covered Person will be found entitled
to indemnification under this Section V(o).
(5) The indemnification obligations of the Fund under this Section V(o)
shall be satisfied solely out of Fund assets, and no Limited Partner shall
have any personal liability for the indemnification herein provided.
Further, to the extent that the liabilities and/or expenses to be
indemnified hereunder are incurred or paid in connection with a claim, act,
suit or proceeding involving activities or omissions that relate to one or
less than all of the Series, then such indemnification shall be paid only
from the assets of the relevant Series.
VI. LIMITED PARTNERS.
(a) Identity, Number and Contributions. The name and address of the
Initial Limited Partner and the number of Shares owned by him are set forth
in Schedule "A" to this Agreement. Additional Limited Partners may be
admitted with respect to each Series, and Shares of any Series may be sold
in accordance with procedures established by the Managing General Partners.
No consent of any Limited Partners shall be required in connection
therewith. Any person who purchases Shares, irrespective of whether he, or
his authorized representative, has executed an "account application" or any
other document related hereto, will be deemed to have consented to, and
will be bound by, the terms and conditions of this Agreement, including the
power of attorney set forth in Section XIV(d). The Managing General
Partners reserve the right, in their sole discretion, to reject any
purchaser of Shares as a Limited Partner. The names, addresses, capital
contributions and number (and identity by Series) of Shares held by each
Limited Partner shall be maintained in the books and records of the Fund.
(b) No Power to Control Fund Operations. A Limited Partner shall have no
right to and shall take no part in the management or control of the Fund's
operations and shall have no right or authority to act for or bind the
Fund, but may exercise the rights and powers of a limited partner under
this Agreement and the Partnership Act.
(c) Voting Rights of Limited Partners. Under the circumstances provided in
this Agreement or by the 1940 Act, the Limited Partners shall have the
right to vote (notwithstanding anything to the contrary in Section XIV(c))
on the following material matters relating to the activities of the Fund,
each such vote to be taken at a meeting of the Limited Partners called and
held pursuant to the provisions of Section X and the By-laws, if any:
(1) The election of Managing General Partners when so required by Section
X(e):
(2) The approval or termination of investment advisory or underwriting
contracts or distribution plans
(which may be with (a) Non-Managing General Partner or an affiliate
thereof);
(3) The approval or termination of the engagement of auditors; and
(4) Any other matters that the 1940 Act requires to be approved by the
Partners.
On any matter submitted to a vote of the Limited Partners, all Shares shall
be voted by individual Series (it being the intent hereof that matters
involving an individual Series shall be voted on only by Limited Partners
holding Shares of that Series) except (i) when required by the 1940 Act,
Shares shall be voted in the aggregate as a single class and not by
individual Series and (ii) when the Managing General Partners have
determined that the matter at issue affects the interests of more than one
Series, then the Limited Partners who are holders of Shares of all affected
Series shall be entitled to vote thereon as a single class.
(d) Limitation of Limited Partners' Liability. No Limited Partner shall be
liable for the debts or obligations of the Fund provided, however, that the
contribution of a Limited Partner shall be subject to the risks of the
operations of the Fund and subject to the claims of the Fund's creditors,
and provided further that, after any Limited Partner has received the
return of any part of his contribution, he will be liable to the Fund to
the extent required by the Partnership Act.
(e) Additional Contributions of Limited Partners; Assessments. No Limited
Partner shall be required to make any contributions to the Fund other than
the purchase price of his Share(s) at the Net Asset Value (including Shares
issued as provided in Section VII), and no Limited Partner shall be
required to lend monies to the Fund. No holder of any Share shall be
subject to additional assessments on or in respect of such Share, except as
provided in Section VI(d).
(f) Death of a Limited Partner. The death of a Limited Partner shall not
dissolve or terminate the Fund. In the event of such death, the personal
representative of the deceased Limited Partner shall have the right to be
substituted as a Limited Partner only in accordance with the provisions of
Section IX(b), but shall have the right to have the Fund redeem his Shares
in accordance with Section XI(a).
VII. DISTRIBUTIONS OF INCOME AND GAINS; TAX ALLOCATIONS.
(a) Distributions of Income and Gains.
(1) The Managing General Partners, in their sole discretion, shall
determine the amounts of net income and net realized capital gains of each
Series, if any, to be distributed to holders of Shares of such Series, the
record date for each such distribution and the time when each such
distribution shall be made; provided, however, that the Managing General
Partners shall not be required to make any distribution of net income or
net realized capital gains for any taxable year. Expenses of each Series
will be accrued on a regular basis determined by the Managing General
Partners. The Managing General Partners are authorized to establish such
reserves as may be required, in their judgment, with respect to any
anticipated or actual liabilities of a Series, including liabilities
relating to a Series' obligation to indemnify any Partner hereunder. For
purposes of this subsection, a person shall be deemed to be a holder of a
Share if he is the record holder thereof on the record date established for
the payment of a distribution therein (regardless of whether such record
holder has been admitted as substituted Limited Partner as herein
provided).
(2) Each distribution pursuant to Paragraph (1) to the holders of the
Shares of any Series shall be made in full and fractional Shares of such
Series valued at the Net Asset Value thereof on the applicable record date.
If so provided in the Prospectus, distributions of net income and net
realized capital and other gains may b made in cash (U.S. dollars) to those
holders of Shares who have made a proper election in the manner set forth
therein.
(b) Tax Allocations.
(1) General. For each fiscal year, items of income, gain, loss, deduction
and credit from operations of a Series (other than from the disposition of
capital assets of the Series) shall be allocated for federal income tax
purposes pro rata among the Partners holding Shares of such Series in
proportion to the number of such Shares owned by each Partner or in such
other manner that the Managing General Partners determine is required by
the federal income tax law. A holder of a Share of a Series shall be
allocated the proportionate part of such items actually realized by such
Series for each full accrual period during which such Share was owned by
such holder For purposes of this subsection, a person shall be deemed to be
a holder of a Share on a specific day if he is the record holder of such
Share on such day (regardless of whether or not such record holder has been
admitted as a substituted Limited Partner as herein provided). The
Partners' Capital Accounts and Sub-Accounts shall be adjusted to reflect
allocations of such items of income, gain, loss, deduction and credit.
(2) Allocations of Capital Gains and Losses. Capital gains and losses of
a Series shall be allocated for federal income tax purposes pro rata among
the Partners holding Shares of such Series in proportion to the number of
such Shares owned by each Partner, or in such other manner that the
Managing General Partners determine is required by the federal income tax
law, on the respective dates of disposition of the assets giving rise to
the gains or losses and the Partners' Capital Accounts and Sub-Accounts
shall be adjusted accordingly. Purchase of Shares and partial or complete
redemptions of Shares shall be regarding as occurring at the time the Net
Asset Value per Share is determined, after adjustments to the Partners'
Capital Accounts and Sub-Accounts for realized gains and losses on such day
have been made.
(3) Qualified Income Offset. If, during any taxable year, a Partner has a
"Qualified Income Offset Amount" (as defined in the regulations under
section 704 of the Code), then income or gain (or items thereof) shall be
allocated to such Partner in accordance with such regulations.
(4) General Partners' Minimum Interests. Notwithstanding anything herein
to the contrary, the interests (including Limited Partner interests) of all
the General Partners, taken together, in each material item of income,
gain, loss, deduction or credit of each Series, at all times during the
existence of such Series, shall equal at least the lesser of (A) 1% and (B)
the greater of (i) 0.2% and (ii) 1% divided by the ratio that total capital
contributions to such Series by all Partners bears to $50 million.
(c) Special Allocation of Loss. Notwithstanding anything herein to the
contrary, the amount of an item of loss of deduction that would reduce a
Limited Partner's Capital Account below zero shall instead be allocated to
the General Partners in proportion to their respective interests in the
Fund. A General Partner's interest in the Fund shall be expressed as a
fraction, the numerator of which is the sum of the product of (1) the Net
Asset Value per Share of each Series and (2) the number of Shares of each
Series held by the General Partner and the denominator of which is the sum
of all such numerators of all General Partners.
VIII. ACCOUNTING.
(a) Records and Accounting. At all times during the existence of the Fund,
books of account, which shall be adequate and appropriate for the Fund's
operations, shall be kept. Such books and records shall be kept on a basis
consistent with the accounting methods followed by the Fund for federal
income tax purposes and, where deemed appropriate, in accordance with
generally accepted accounting principles and procedures applied in a
consistent manner. Such books and records shall include such separate and
additional accounts for each holder of Shares as shall be necessary to
reflect accurately the rights and interests of such holder and shall
specifically reflect the name and address of each Partner and each other
holder of Shares and the number of Shares of each Series held by each for
the purpose of determining recipients of distributions and notices. The
Fund shall make its books and records available to Limited Partners, upon
five days' written notice, for any proper partnership purpose provided for
under the Partnership Act; however, the Managing General Partners reserve
the right to request a statement of the purposes for which the examination
is being requested.
(b) Fiscal Year. The Fund's fiscal year shall be the calendar year for
financial reporting and federal income tax purposes, unless the Managing
General Partners determine otherwise.
(c) Income Tax Information. The Managing General Partners shall cause to
be transmitted to each Partner and to the appropriate governmental
authorities such reports and information as shall be required by the 1940
Act, the Partnership Act, the Code and any other provision of law.
(d) In the event of a partial or complete redemption of Shares which
results in a distribution in excess of a Partner's tax basis in his Shares,
the Series may make an election to adjust the basis of Series assets under
Section 754 of the Code, and the Series may increase the tax basis of its
assets in accordance with Sections 734, 743(b) and 755 of the Code by the
difference between the amount of the distribution made to the redeeming
Partner in redemption of his Shares and his tax basis in his Shares.
IX. PROHIBITION OF ASSIGNMENT OF SHARES.
(a) Prohibition of Assignment. Except as otherwise provided in this
Section IX, no Limited Partner or other holder of Shares shall have the
right to sell, assign, pledge, hypothecate or otherwise transfer or
encumber (collectively "transfer") all or any part of his Shares except
with the prior consent of the Managing General Partners, which consent may
be withheld in the Managing General Partners' sole discretion. Any transfer
in violation of this Section IX shall be void and shall not be recognized
by the Fund for any purpose. In the case of a transfer (other than pursuant
to subsections (b) and (c)) approved by the Managing General Partners, the
transferee shall be admitted as a substituted Limited Partner upon his
execution of an account application and power of attorney in a form
satisfactory to the Managing General Partners and upon the satisfaction of
such other conditions as may be specified by the Managing General Partners.
If a permitted transferee is not admitted as a substituted Limited Partner,
then (1) such transferee shall become a holder of record of the Shares
transferred to him and shall be entitled to redeem such Shares in
accordance with the provisions of Section XI and to receive distributions
in respect of such Shares as herein provided, but neither such transferee
nor his transferor shall have any other rights of a Limited Partner
(including the right to vote on any matter or to inspect the books and
records of the Fund).
(b) Pledge of Shares; Death, Incompetence or Termination of Existence of a
Limited Partner. A Limited Partner may pledge his Shares as collateral to a
securities broker, bank or financial industry professional if the Limited
Partner gives the Fund prior written notice that a pledge is proposed to be
made. Any person who is holding Shares as collateral and becomes the owner
thereof due to foreclosure or otherwise, or any person who succeeds to the
ownership of Shares upon the death or incompetence of a Limited Partner
(or, in the case of a Limited Partner that is not a natural person, the
merger, dissolution or other termination of existence of such Limited
Partner), shall not be substituted as a Limited Partner without (1) the
consent of the Managing General Partners, which may be withheld in their
sole discretion, and (2) if such consent is given, the execution of an
account application and power of attorney in a form satisfactory to the
Managing General Partners and satisfaction of such other conditions as may
be specified by the Managing General Partners. If a pledgee who has become
the owner of Shares or any such successor in interest is not admitted as a
substituted Limited Partner, then, upon receipt by the Fund of evidence
satisfactory to the Managing General Partners of the pledgee's or the
successor's ownership of Shares, the pledgee or the successor shall become
the holder of record of the subject Shares and shall thereafter have the
same rights as specified in Section IX(a) with respect to a permitted
transferee who is not admitted as a substituted Limited Partner. If that
occurs, however, the Limited Partner who pledged such Shares or the
incompetent Limited Partner, as the case may be, shall cease to possess all
the rights of a Limited Partner (including the right to vote on any matter
or to inspect the books and records of the Fund).
X. MEETING OF LIMITED PARTNERS.
(a) Meeting and Call. Meetings of all Limited Partners or, as applicable,
of Limited Partners holding Shares of any particular Series, shall be held
either within the State of Delaware or at such other places on the date
fixed, from time to time, by the Managing General Partners for the
transaction of such matters as may be presented to the meeting and upon
which Limited Partners have the right to vote hereunder. Meetings shall be
called by the Managing General Partners whenever the holders of Shares of
at least 10% of all votes entitled to be cast at such meeting shall make a
duly authorized request that such meeting be called or as otherwise may be
required by this Agreement, the 1940 Act or the Partnership Act.
(b) Notice or Actual or Constructive Waiver of Notice. Written or printed
notice of each meeting shall state the time and place of the meeting and
the purpose or purposes for which the meeting is called and shall be given
at least ten days in advance of the meeting to each Limited Partner who is
the record holder of Shares of the concerned Series as of the record date
fixed by the Managing General Partners for determining Limited Partners
entitled to vote. Such notice shall be given either by mail at such
holder's address appearing on the books of the Fund or the address supplied
by him for the purpose of notice or by presenting it to him personally or
by leaving it at his residence or usual place of business before the date
of the meeting. If mailed, notice shall be deemed to be given when
deposited in the United States mail with postage thereon prepaid. Any
notice of a meeting of Limited Partners may be waived in writing by a
Limited Partner before or after the meeting. Actual attendance or
representation at any meeting shall be deemed equivalent to the giving of
such notice to such Partner.
(c) Voting. All Shares of each Series shall have equal voting rights, and
each Share shall have one vote. Each Partner shall have the right to vote
at any meeting the number of Shares standing of record in such Partner's
name as of the record date set forth in the notice of the meeting. A
majority of the votes cast at a meeting of Partners, duly called and at
which a quorum is present, shall be sufficient to take or authorize action
upon any matter which may come before the meeting, unless more than a
majority of votes cast is required by this Agreement or the 1940 Act, and a
plurality of all the votes cast at a meeting at which a quorum is present
shall be sufficient to elect a Managing General Partner; provided that
where any provision of law or this Agreement requires or permits that the
Limited Partners who are holders of Shares of any Series shall vote as a
Series, then a majority of the Shares of that Series voted on the matter
shall decide that matter insofar as that Series is concerned.
(d) Quorum. Except where a greater number is required under the terms of
this Agreement or the 1940 Act, a quorum shall consist of a majority of the
Shares entitled to vote at a meeting, whether present in person or
represented by proxy, except that where any provision of law permits or
requires the holders of a Series to vote as a Series, then a majority of
the Shares of that Series entitled to vote shall be necessary to constitute
a quorum for the transaction of business by that Series.
(e) Meeting to Elect Managing General Partners When None Exist. In the
event that no Managing General Partner shall remain for the purpose of
electing pursuant to Section XII(a)(5) to continue the operation of the
Fund, then the Non-Managing General Partners shall promptly call a meeting
of the Limited Partners, to be held within 90 days of the date the last
Managing General Partner ceased to act in such capacity, for the purpose of
determining whether to elect one or more successor Managing General
Partners who, if elected, will continue the operation of the Fund. For the
period of time from such date until the date of admission of one or more
successor Managing General Partners (if elected), the Non-Managing General
Partners shall continue the operations of the Fund without dissolution and
shall be permitted to engage in the management, conduct and operation of
the activities of the Fund and, otherwise, to exercise during such period
all of the powers of the Managing General Partners hereunder If at the
meeting called pursuant to this subsection the Limited Partners determine
not to elect one or more successor Managing General Partners, then the Fund
shall dissolve in accordance with Section XII and the assets of the Fund
shall be distributed pursuant to Section XIII.
XI. RETURN OF CAPITAL CONTRIBUTIONS.
(a) Redemption of Shares and Full Return of Capital Contributions.
(1) Except as otherwise provided herein and subject to applicable law,
rules, regulations and exemptions therefrom, any holder of Shares may
redeem all or any portion of his Shares at their Net Asset Value next
determined after the receipt by the Fund of a written request for
redemption in proper form. In addition, the Managing General Partners may
require the redemption of the Shares of any holder the value of whose
Shares fall below a specified minimum level established by the Managing
General Partners and set forth in the Prospectus or for any other reason
the Managing General Partners, in their sole discretion, deem appropriate.
(2) A request for redemption shall be deemed in proper form if it
complies which such requirements as are set forth in the Prospectus.
(3) The Managing General Partners reserve the right, in their complete
discretion, to redeem Shares of any Series in whole or in part either in
cash (U.S. dollars or other currency) or by the distribution of one or more
securities of such Series in kind. For this purpose portfolio securities
distributed in kind shall be valued at their fair market value as
determined for purposes of computing the redemption price.
(4) The Managing General Partners may, with respect to any or all Series,
suspend the right of redemption or postpone the date of payment of
redemption proceeds as permitted under the 1940 Act. Such suspension shall
take effect at such time as the Managing General Partners shall specify,
but not later than the close of business on the business day next following
the declaration of the suspension, and thereafter there shall be no right
of redemption or payment until the Managing General Partners shall declare
the suspension at an end. In the case of a suspension of the right of
redemption, a holder of Shares may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
existing after the termination of the suspension.
(5) Notwithstanding anything in this Section XI(a) to the contrary, no
Partner shall be entitled to receive the return of any part of the capital
contribution(s) with respect to his Shares unless all liabilities of the
Fund or of the Series to which those Shares relate, except obligations to
General Partners and to Limited Partners on account of their capital
contributions, have been paid or, in the judgment of the Managing General
Partners, there remains property of the Fund or such Series sufficient to
pay them.
(6) Any distribution to a Partner upon redemption pursuant to this
Section XI(a) shall constitute a return in full of such Partner's capital
contribution(s) attributable to the Shares which are redeemed, regardless
of the amount distributed with respect to such Shares, and such Partner
shall not be entitled to any other or additional distribution by reason of
Section 17-604 of the Partnership Act or otherwise. No consent of any of
the Partners shall be required for the redemption of any Shares or return
of any redeeming Partner's capital contribution(s).
(b) Partial Returns of Capital Contributions. Except upon dissolution of
the Fund or as provided in Section XI(a), no Partner has the right to
redeem his Shares or demand the return of any part of the capital
contribution(s) with respect to his Shares The Managing General Partners
may, however, from time to time, elect to make partial returns of capital
contributions to Partners who are the holders of Shares of any Series
provided that
(1) all liabilities of the relevant Series to persons other than Partners
(except those liabilities arising pursuant to Section V(n)) have been paid
or, in the judgment of the Managing General Partners, there remains
property of the Series sufficient to pay them and
(2) the consent, express or implied, of all Partners holding Shares of
such Series is obtained.
For purposes of the foregoing, the condition of clause (2) shall be deemed
to have been satisfied if such partial return is made pro rata to the
holders of Shares of the relevant Series based upon the number of Shares
held by each such holder. Each Partner, by becoming a Partner, consents to
all such pro rata distributions theretofore or thereafter made in
accordance or thereafter made in accordance with such provisions.
XII. DISSOLUTION OF THE FUND.
(a) Dissolution of the Fund. The Fund shall be dissolved upon the earliest
to occur of
(1) the expiration of the Fund's term,
(2) the Fund's disposition of all, or substantially all, of its assets,
(3) the determination by Limited Partners who are holders of a majority
of the then outstanding Shares of all Series, at a meeting called for the
purpose, that the Fund should be dissolved,
(4) the determination of the Managing General Partners, by majority vote,
that the Fund should be dissolved,
(5) the occurrence of any event described in Section V(i), where there is
at least one remaining Managing General Partner, unless all the remaining
Managing General Partners elect in writing within 90 days of such event to
continue the operations of the Fund,
(6) the occurrence of any event described in Section V(j), unless the
Managing General Partners elect to continue the operations of the Fund and
either (A) there remains at least one Non-Managing General Partner, (B) a
successor Non-Managing General Partner is unanimously elected in writing by
the Managing General Partners within 90 days of such event or (C) at least
one Managing General Partner assumes the obligations of the Non-Managing
General Partner under Section IV(a)(3) or
(7) the occurrence of an event described in Section V(i) and/or (j) with
respect to a General Partner, unless within 90 days following the date of
withdrawal of the last remaining General Partner, all Limited Partners
agree in writing to continue the operations of the Fund and to the
appointment, effective as of the date of withdrawal of such last remaining
General Partner, of one or more successor Managing General Partners and a
successor Non-Managing General Partner.
(b) Dissolution and Reconstitution of the Partnership Following Withdrawal
of all General Partners. Notwithstanding the provisions of Section XII(a),
in the event of the occurrence of an event described in Section V(i) with
respect to the last remaining Managing General Partner(s), the Fund shall
be dissolved, but it shall be reconstituted and shall not be terminated,
and its operations shall be continued, if the Partners, at a meeting called
by the Non-Managing General Partners in accordance with Section X(e), elect
one or more successor Managing General Partners to continue the operations
of the Fund.
XIII. WINDING UP AND LIQUIDATION OF THE FUND.
(a) Winding Up. Upon the dissolution of the Fund the Managing General
Partners or a liquidator appointed by the Managing General Partners or, if
no Managing General Partners remain, a liquidator appointed by the
Non-Managing General Partner or, if no General Partners remain, by a
liquidator appointed by a majority in interest of all Limited Partners,
shall wind up the holders of Shares shall continue to share profits and
losses during dissolution in the same manner as before dissolution. The
proceeds from the liquidation of the assets of each Series, after paying or
providing for the payment of all liabilities of the Series and the
allowable costs of dissolution, shall be distributed, to the extent
permitted by the Partnership Act, pro rata among the holders of the Shares
of the relevant Series in proportion to them. Notwithstanding the
foregoing, after dissolution and before termination of the Fund the General
Partners will contribute to the Fund an amount equal to the lesser of (1)
the deficit balances, if any, in their respective Capital Accounts or (2)
the excess of 1.01% of the total capital contributions of the Limited
Partners at the time of dissolution of the Fund over the capital previously
contributed by the General Partners, as long as current law, regulations,
Internal Revenue Service policy or interpretations thereof, in the opinion
of counsel, require such contribution in order to enable the Fund to
qualify as a partnership for federal income tax purposes.
(b) Accountant's Statement. Each of the Partners shall be furnished with a
statement prepared by the Fund's accountants which shall set forth the
assets and liabilities of the Fund as at the date of complete liquidator,
as applicable, have complied with the foregoing distribution plan, the
Limited Partners shall cease to be such, and the Managing General Partners
or the liquidator, as applicable, shall execute, acknowledge and cause to
be filed a Certificate of Cancellation of the Fund.
(c) Gains or Losses during Winding Up. Any gain or loss on disposition of
the properties of any Series during the process of winding up the Fund
shall be credited or charged equally among the outstanding Shares of such
Series in accordance with the allocation methods prescribed in accordance
with Section VII. Any property distributed in kind shall be valued and
treated as though the property were sold and the cash proceeds were
distributed.
(d) Winding Up a Series. The winding up of any Series shall be
accomplished in a manner consistent with the principles of this Section
XIII.
XIV. FUND DOCUMENTATION; AMENDMENT OF AGREEMENT; POWER OF ATTORNEY.
(a) Agreement and other Documentation. The Managing General Partners have
caused the Certificate to be filed and recorded in accordance with the
Partnership Act in the Office of the Secretary of State of the State of
Delaware, and, to the extent they believe it is required by local law, in
the appropriate place in each state in which the Fund may hereafter
establish a place of business. The Managing General Partners shall also
cause to be filed, recorded and published such statements of fictitious
business name and other notices, certificates, statements or other
instruments required by the provisions of any applicable law of the United
States or any state or other jurisdiction which governs the formation of
the Fund or the conduct of its business from time to time.
(b) Amendment of Certificate. The Certificate shall be amended upon the
occurrence of any event requiring amendment thereof under the Partnership
Act.
(c) Amendment of Agreement. Except as otherwise required by this
Agreement, the Partnership Act or the 1940 Act, the Managing General
Partners may amend this Agreement with respect to all matters contained
herein. If any amendment of this Agreement requires the vote of the
Partners, pursuant to a provision hereof or of the Partnership Act or the
1940 Act, then upon the prior affirmative vote of the Managing General
Partners such amendment shall be voted upon as provided for in Sections
X(a) through (d). Such amendments shall have the same force and effect as
if they had received the unanimous approval of the Partners, and any
non-consenting Partner or other holder of Shares will be bound thereby.
Notwithstanding the foregoing, no such amendment shall affect the limited
liability of the Limited Partners. This Agreement need not be amended upon
the admission or withdrawal of any Limited Partners.
(d) Power of Attorney.
(1) Each Limited Partner, by virtue of his purchase of Shares and without
the necessity of executing any documentation, (A) is deemed to have
requested admission as a Limited Partner of the Fund and of any of the
following limited partnerships in which such Limited Partner may
participate in the future by purchasing limited partnership interests
("Fund Shares") therein: (i) Fidelity Yen Performance Portfolio, L.P.; (ii)
Fidelity Sterling Performance Portfolio, L.P.; or (iii) Fidelity Deutsche
Mark Performance Portfolio, L.P. (individually, a "Fidelity Fund"), and (B)
makes, constitutes and appoints each person or party who shall then or
thereafter be serving as a General Partner or as a general partner of any
Fidelity Fund (a "Fund General Partner") his true and lawful attorney, for
him and in his name, place and stead with full power of substitution, to
execute, acknowledge, make, swear to, verify, deliver, record, file and/or
publish (i) this Agreement or any other Fidelity Fund agreement of limited
partnership (a "Fidelity Fund Agreement"), (ii) the Certificate or any
similar document relating to a Fidelity Fund, (iii) any amendment to this
Agreement, a Fidelity Fund Agreement or any other document to reflect any
action of the Partners provided for in this Agreement or of the partners of
a Fidelity Fund ("Fund Partners") provided for in a Fidelity Fund
Agreement, whether or not such Limited Partner voted in favor of or
otherwise consented to such action and (iv) any other instrument,
certificate or document, provided such instrument, certificate or document
is consistent with the terms of this Agreement or any applicable Fidelity
Fund Agreement as then in effect.
(2) Each Limited Partner acknowledges and agrees that the respective terms
of this Agreement and the Fidelity Fund Agreement permit certain amendments
thereof to be effected and certain other actions to be taken or omitted by
or with respect to the Fund or any Fidelity Fund, in each case with the
approval of less than all the Partners or Fund Partners thereof, provided
that the holders of a specified percentage of the Shares held by the
Partners of the Fund or, as applicable, Fund Shares held by the Fund
Partners shall have voted in favor of or otherwise consented to such action
or the Managing General Partners (either of this Fund or, as applicable,
any Fidelity Fund) have so consented. Each Partner is fully aware that he
and each other Partner and Fund Partner have granted this power of attorney
and that all Partners and Fund Partners will rely on the effectiveness of
such powers with the view to the orderly administration of the affairs of
the Fund and/or the Fidelity Funds.
(3) The foregoing grant of authority by a Limited Partner (i) is a special
power of attorney coupled with an interest in favor of the General Partners
and the Fund General Partners and as such shall be irrevocable and shall
survive the death or insanity (or, in the case of a Limited Partner that is
not a natural person, the merger, dissolution or other termination of the
existence) of such Limited Partner, (ii) may be exercised for such Limited
Partner by (a) a facsimile signature of any General Partner or Fund General
Partner, as applicable; (b) listing all Limited Partners or all limited
partners of the applicable Fidelity Fund (the "Fund Limited Partners"),
including the Limited Partner, and executing the relevant instrument by a
facsimile signature of any General Partner or Fund General Partner, as
applicable; or (c) stating that all Limited Partners or Fund Limited
Partners, as applicable, while not specifically named, are executing with
relevant instrument, and executing such instrument with a single signature
or facsimile of any General Partner or Fund General Partner, as applicable,
acting as attorney-in-fact for all of them, and (iii) shall survive the
redemption by such Limited Partner of all or any portion of his Shares
and/or his Fund Shares.
(e) Power of Attorney by Additional Limited Partners. A power of attorney
as described in subsection (d) above may be one of the instruments which
the General Partners, under Section IX, shall require a substituted Limited
Partner to execute as a condition of his admission. Such power of attorney
may be set forth on instructions distributed by the Fund to holders of
Shares of any Series from time to time.
(f) Technical Amendments. No vote, approval or other consent shall be
required of the Partners to amend this Agreement or the Certificate in any
of the following respects: (1) to reflect any change in the amount or
character of the contribution of any Limited Partner or General Partner;
(2) to substitute or remove a Limited Partner; (3) to admit any additional
Limited Partner; (4) to reflect the retirement, resignation, death,
insanity or other withdrawal of a Managing General Partner; (5) to reflect
the termination of the status of a Non-Managing General Partner as a
General Partner; (6) to change the name of the Fund or a Series; or (7) to
correct any false or erroneous statement, or (8) to make a change in any
statement in order that such statement shall accurately represent the
agreement among the General and Limited Partners in this Agreement. Any
amendment reflecting the determination of the remaining General Partners to
continue the business of the Fund upon the retirement, withdrawal, death,
dissolution, bankruptcy, insanity or removal of a General Partner need be
signed only by or on behalf of any one remaining Managing General Partner.
The execution of any such amendment on behalf of a Partner may be effected
by his attorney-in-fact.
XV. MISCELLANEOUS MATTERS.
(a) Use of the Name "Fidelity". Fidelity Management & Research Company
("FMR") has consented to the use by the Fund or any Series of the
identifying word "Fidelity" in the name of the Fund or any Series at some
future date. Such consent is conditioned upon the continued employment of
FMR as investment adviser of each Series. As between the Fund and FMR, FMR
controls the use of the name of the Fund insofar as such name contains the
identifying word "Fidelity." FMR may from time to time use the identifying
word "Fidelity" in other connections and for other purposes, including,
without limitation, in the names of other investment companies,
corporations or businesses which it may manage, advise, sponsor or own or
in which it may have a financial interest FMR may require the Fund or any
Series to cease using the identifying word "Fidelity" in the name of the
Fund or such Series if the Fund or such Series ceases to employ FMR or a
subsidiary or affiliate thereof as investment adviser.
(b) Custodian. All assets of the Fund shall be held by a custodian meeting
the requirements of the 1940 Act and may be registered in the name of the
Fund or such custodian or a nominee. The terms of the custodian agreement
shall be determined by the Managing General Partners, which terms shall be
in accordance with the 1940 Act.
(c) Independent Activities. Each Partner reserves the right to conduct
activities similar to those conducted by the Fund.
(d) Interested Partners. The fact that a General Partner or one or more of
the Limited Partners is directly or indirectly interested in or connected
with any company or person with which or with whom the Fund may have
dealings, including, but not limited to, any company which renders
investment advisory, share transfer or related services, shall not preclude
such dealings or make them void or voidable, and the Fund or any of the
Partners shall not have any rights in or to such dealings or any profits
derived therefrom except any such rights as may inure under the 1940 Act.
(e) Tax Election. No election shall be made by any Partner to be excluded
from the application of the provisions of Subchapter K of the Code or from
any similar provisions of state laws, and no such election shall be made by
the Fund.
(f) Insurance. The Managing General Partners shall procure and maintain
insurance concerning the Fund's activities an amount and covering such
risks as may be appropriate in the judgment of the Managing General
Partners.
(g) Limitation of Liability. In connection with entering into any
contract, loan agreement, instrument or other document on behalf of the
Fund or any Series with a third party, the Managing General Partners shall
have the absolute right to include therein provisions to the effect that
such contract, loan agreement, instrument or other document constitutes a
nonrecourse obligation of the Fund or such Series only and that the
Managing General Partners shall have no liability thereon or thereunder,
and in any such case such third parties contracting with, extending credit
to or having claims against the Fund or such Series shall look only to the
assets of the Fund or such Series, as the case may be, for payment, and
neither the Partners, nor the Fund's officers, employees, agents or
delegates, whether past, present or future, shall be personally liable
therefor.
(h) Notices. All notices required or permitted to be given under this
Agreement in writing shall be given to the parties at the addresses set
forth on Schedule "A" to this Agreement or the most recent address provided
by any holder of Shares to the Fund, or at such other address as any of the
parties may hereafter specify in writing to the Fund.
(i) Captions. Section and Paragraph titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference
and in no way define, limit, extend or describe the scope of this Agreement
or the intend of any provisions hereof.
(j) Variations in Pronouns. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, and to the
singular or plural, as the identity of the person or persons may require.
(k) Binding Agreement. This Agreement shall be binding on all of the
parties hereto, notwithstanding that all of the parties have not executed
the same document.
(l) Benefit. Except as herein otherwise provided to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties
signatory hereto and their respective heirs, executors, guardians,
representatives, successors and assigns.
(m) Nonrecourse Creditors. No creditor making a nonrecourse loan to the
Fund or any Series shall, by reason thereof, acquire any direct or indirect
interest in the profits, capital or property of the Fund or such Series
other than as a secured creditor.
(n) Agent for Service of Process. The Managing General Partners shall take
whatever action is necessary to designate an agent in Delaware upon whom
service of process upon the Fund may lawfully be made.
(o) Principles of Construction; Severability. This Agreement shall be
construed to the maximum extent possible to comply with all applicable
provisions of the 1940 Act and the Partnership Act. If, nevertheless, it
shall be determined by a court of competent jurisdiction that any provision
or wording of this Agreement shall be invalid or unenforceable under the
1940 Act, the Partnership Act or other applicable law, such invalidity or
unenforceability shall not invalidate the entire Agreement. In that case,
this Agreement shall be construed so as to limit any term or provision so
as to make it enforceable or valid within the requirements of such law,
and, in the event such term or provision cannot be so limited, this
Agreement shall be construed to omit such invalid or unenforceable
provision.
(p) Delaware Law. It is the intention of the parties that the internal
laws of the State of Delaware shall govern the validity of this Agreement,
the construction of its terms and the interpretation of the rights and
duties of the parties.
(q) Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the
subject matter hereof, and, except for any other written agreements and
representations which the Managing General Partners may require of the
Partners, there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements and Financial Highlights included in the Annual
Report for the fiscal year end December 31, 1994 are incorporated by
reference into the fund's Statement of Additional Information and were
filed on February 23, 1995 pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference.
(b) Exhibits:
(1)(a) Amended and Restated Certificate of Limited Partnership dated
December 21, 1994 is filed herein as Exhibit 1(a).
(b) Amended and Restated Agreement of Limited Partnership dated April
13, 1987 is filed herein as
Exhibit 1(b).
(2) None.
(3) None.
(4) None.
(5) Management Contract between the Registrant and Fidelity Management &
Research Company dated December 1, 1990 is filed herein as Exhibit 5.
(6)(a) General Distribution Agreement between the Registrant and Fidelity
Distributors Corporation dated April 25, 1989 is filed herein as Exhibit
6(a).
(b) Amendment to General Distribution Agreement between the Registrant
and Fidelity Distributors Corporation dated May 10, 1994 is filed herein as
Exhibit 6(b).
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(8)(a) Custodian Agreement, Appendix A, Appendix C, and Schedules 1 & 2
between the Registrant and Chase Manhattan Bank, N.A. dated July 18, 1991
are filed herein as Exhibit 8(a).
(b) Appendix B, dated September 16, 1994, to Custodian Agreement
between Registrant and Chase Manhattan Bank, N.A., dated July 18, 1991, is
filed herein as Exhibit 8(b).
(c) Amendment, dated October 17, 1991, to the Custodian Agreement
between the Registrant and Chase Manhattan Bank, N.A. dated July 18, 1991
is filed herein as Exhibit 8(c).
(9) Not applicable.
(10) Not applicable.
(11) Consent of Coopers & Lybrand is filed herein as Exhibit 11.
(12) Not applicable.
(13) Written assurances that purchase representing initial capital was made
for investment purposes without any present intention of redeeming or
reselling is filed herein as Exhibit 13.
(14) None.
(15) None.
(16)(a) A schedule for computation of performance quotations is filed
herein as Exhibit 16(a).
(b) A schedule for computation of performance quotations regarding
moving averages is filed herein as Exhibit 16(b).
(17) Financial Data Schedule for the fund is filed herein as Exhibit 27.
Item 25. Persons Controlled by or Under Common Control with Registrant
The Managing General Partners of Registrant will be the same individuals
as the Trustees of other funds advised by FMR, each of which has Fidelity
Management & Research Company as its investment adviser. In addition, the
officers of these funds are substantially identical. Nonetheless,
Registrant takes the position that it is not under common control with
these other funds since the power residing in the respective boards and
officers arises as the result of an official position with the respective
funds.
Item 26. Number of Holders of Securities
As of December 31, 1994, there were 291 holders of record of units of
partnership interest.
Item 27. Indemnification
The Agreement of Limited Partnership sets forth the reasonable and fair
means for determining whether indemnification shall be provided to any past
or present Managing General Partner or officer. It states that the
Registrant shall indemnify any present or past Managing General Partner,
officer and/or Director of a Corporate General Partner to the fullest
extent permitted by law against liability and all expenses reasonably
incurred by him in connection with any claim, action suit or proceeding in
which he is involved by virtue of his service as a partner, officer,
director or combination thereof. Additionally, amounts paid or incurred in
settlement of such matters are covered by this indemnification.
Indemnification will not be provided in certain circumstances, however.
These include instances of willful misfeasance, bad faith, gross
negligence, and reckless disregard of the duties involved in the conduct of
the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.; President
and Trustee of funds advised by FMR.
J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.
Peter S. Lynch Vice Chairman and Director of FMR.
Robert Beckwitt Vice President of FMR and of funds advised by FMR.
David Breazzano Vice President of FMR (1993) and of a fund advised by
FMR.
Stephan Campbell Vice President of FMR (1993).
Dwight Churchill Vice President of FMR (1993).
Will Danoff Vice President of FMR (1993) and of a fund advised by
FMR.
Scott DeSano Vice President of FMR (1993).
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
Larry Domash Vice President of FMR (1993).
George Domolky Vice President of FMR (1993) and of a fund advised by
FMR.
Robert K. Duby Vice President of FMR.
Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.
Kathryn L. Eklund Vice President of FMR.
Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised
by FMR.
Daniel R. Frank Vice President of FMR and of funds advised by FMR.
Gary L. French Vice President of FMR and Treasurer of the funds advised
by FMR.
Michael S. Gray Vice President of FMR and of funds advised by FMR.
Lawrence Greenberg Vice President of FMR (1993).
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
William J. Hayes Senior Vice President of FMR; Equity Division Leader.
Robert Haber Vice President of FMR and of funds advised by FMR.
Richard Haberman Senior Vice President of FMR (1993).
Daniel Harmetz Vice President of FMR and of a fund advised by FMR.
Ellen S. Heller Vice President of FMR.
</TABLE>
John Hickling Vice President of FMR (1993) and of funds advised by
FMR.
<TABLE>
<CAPTION>
<S> <C>
Robert F. Hill Vice President of FMR; and Director of Technical
Research.
Stephen Jonas Treasurer and Vice President of FMR (1993); Treasurer of
FMR Texas Inc. (1993), Fidelity Management & Research
(U.K.) Inc. (1993), and Fidelity Management & Research
(Far East) Inc. (1993).
David B. Jones Vice President of FMR (1993).
Steven Kaye Vice President of FMR (1993) and of a fund advised by
FMR.
Frank Knox Vice President of FMR (1993).
Robert A. Lawrence Senior Vice President of FMR (1993); and High Income
Division Leader.
Alan Leifer Vice President of FMR and of a fund advised by FMR.
Harris Leviton Vice President of FMR (1993) and of a fund advised by
FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Malcolm W. McNaught III Vice President of FMR (1993).
Robert H. Morrison Vice President of FMR and Director of Equity Trading.
David Murphy Vice President of FMR and of funds advised by FMR.
Andrew Offit Vice President of FMR (1993).
Judy Pagliuca Vice President of FMR (1993).
Jacques Perold Vice President of FMR.
Anne Punzak Vice President of FMR and of funds advised by FMR.
Lee Sandwen Vice President of FMR (1993).
Patricia A. Satterthwaite Vice President of FMR (1993) and of a fund advised by
FMR.
Thomas T. Soviero Vice President of FMR (1993).
Richard A. Spillane Vice President of FMR and of funds advised by FMR; and
Director of Equity Research.
Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised
by FMR.
Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.
Thomas Sweeney Vice President of FMR (1993).
Donald Taylor Vice President of FMR (1993) and of funds advised by
FMR.
Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised
by FMR.
Joel Tillinghast Vice President of FMR (1993) and of a fund advised by
FMR.
Robert Tucket Vice President of FMR (1993).
George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; and Growth Group Leader.
Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised
by FMR.
Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.
Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of
FMR; Vice President, Legal of FMR Corp.; and Secretary
of funds advised by FMR.
</TABLE>
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
ARK Funds
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Nita B. Kincaid Director None
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
William L. Adair Senior Vice President None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the fund's custodian, The
Chase Manhattan Bank, 1211 Avenue of the Americas, New York, N.Y.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes, provided the information required by Item 5A is
contained in the annual report, to furnish each person to whom a prospectus
has been delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 11 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 24th day
of February, 1995.
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Managing General Partner February 24, 1995
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Gary L. French Treasurer February 24, 1995
Gary L. French
/s/J. Gary Burkhead Managing General Partner February 24, 1995
J. Gary Burkhead
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Ralph F. Cox * Managing General Partner February 24, 1995
</TABLE>
Ralph F. Cox
/s/Phyllis Burke Davis * Managing General Partner February 24, 1995
Phyllis Burke Davis
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Richard J. Flynn * Managing General Partner February 24, 1995
</TABLE>
Richard J. Flynn
<TABLE>
<CAPTION>
<S> <C> <C>
/s/E. Bradley Jones * Managing General Partner February 24, 1995
</TABLE>
E. Bradley Jones
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Donald J. Kirk * Managing General Partner February 24, 1995
</TABLE>
Donald J. Kirk
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Peter S. Lynch * Managing General Partner February 24, 1995
</TABLE>
Peter S. Lynch
/s/Edward H. Malone * Managing General Partner February 24, 1995
Edward H. Malone
/s/Marvin L. Mann_____* Managing General Partner February 24, 1995
Marvin L. Mann
/s/Gerald C. McDonough* Managing General Partner February 24, 1995
Gerald C. McDonough
/s/Thomas R. Williams * Managing General Partner February 24, 1995
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Income Fund
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, 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 Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, 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 deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Marvin L. Mann
Ralph F. Cox Marvin L. Mann
/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Institutional Trust
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series II Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Exchange Fund Fund
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund
Fidelity Hastings Street Trust
Fidelity Income Fund
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and 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.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d December 15, 1994
Edward C. Johnson 3d
AMENDED AND RESTATED CERTIFICATE
OF LIMITED PARTNERSHIP
OF
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
This Amended and Restated Certificate of Limited Partnership of Fidelity
Sterling Performance Portfolio, L.P., a Delaware limited partnership (the
"Partnership"), is being executed as of December 21, 1994 for the purpose
of amending and restating in its entirety, as hereinafter set forth, the
Certificate of Limited Partnership of the Partnership (the "Certificate"),
which Certificate was originally filed in the Office of the Secretary of
State of the State of Delaware under the name Fidelity Pound Fund, L.P. on
April 14, 1987.
It is, therefore, certified that the Certificate is hereby amended and
restated in its entirety as follows:
1. Name. The name of the Partnership is Fidelity Sterling Performance
Portfolio, L.P.
2. Registered Office and Registered Agent. The registered office of the
Partnership in the State of Delaware is located at 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. The name of the registered
agent of the Partnership for service of process at such address is The
Corporation Trust Company.
3. Names and Addresses of the General Partners. The names and business
addresses of the General Partners of the Partnership are as follows:
Edward C. Johnson 3d
82 Devonshire Street
Boston, Massachusetts 02109
J. Gary Burkhead
82 Devonshire Street
Boston, Massachusetts 02109
Ralph F. Cox
200 Rivercrest Drive
Fort Worth, Texas 76107
Phyllis Burke Davis
340 E. 64th Street, #22C
New York, New York 10021
Richard J. Flynn
77 Fiske Hill Road
Sturbridge, Massachusetts 01566
E. Bradley Jones
30195 Chagrin Boulevard, Suite 104W
Pepper Pike, Ohio 44124
Donald J. Kirk
680 Steamboat Road, Apartment 1-North
Greenwich, Connecticut 06830
Peter S. Lynch
82 Devonshire Street
Boston, Massachusetts 02109
Edward H. Malone
5601 Turtle Bay Drive #2104
Naples, Florida 33963
Marvin L. Mann
55 Railroad Avenue
Greenwich, Connecticut 06836
Gerald C. McDonough
135 Aspenwood Drive
Cleveland, Ohio 44022
Thomas R. Williams
91 Peachtree Street, N.E., 21st Floor
Atlanta, Georgia 30303
Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
(Non-Managing General Partner)
4. Amended and Restated Certificate. This Amended and Restated
Certificate has been duly executed and is being filed in accordance with
the provisions of Section 17-210 of the Delaware Revised Uniform Limited
Partnership Act.
IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
as of the day and year first above written.
GENERAL PARTNER
/s/ J. Gary Burkhead
J. Gary Burkhead, General Partner
Exhibit 1(b)
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the
"Agreement"), dated the 12th day of July, 1989, is executed and delivered
by and among the general partners hereinafter named (collectively, the
"General Partners"), Arthur Loring (the "Initial Limited Partner") and the
other persons who are from time to time admitted as, and are listed in the
books and records of the partnership governed by this Agreement (the
"Fund") as, limited partners (collectively, the "Limited Partners") (the
General Partners and the Limited Partners being hereinafter collectively
referred to as the "Partners").
WHEREAS, the Fund was formed under the Delaware Revised Uniform Limited
Partnership Act (the "Partnership Act") upon the filing, pursuant to an
Agreement of Limited Partnership dated as of April 13, 1987 among the
Initial General Partners (as defined in Section IV(a)(1)) and the Initial
Limited Partner (the "Original Agreement"), of a Certificate of Limited
Partnership (the "Certificate") in the office of the Secretary of State of
the State of Delaware on April 14, 1987; and
WHEREAS, the parties hereto desire to amend and restate the Original
Agreement in its entirety as hereinafter set forth and to continue the
activities of the Fund in accordance with the provisions of this Agreement;
NOW THEREFORE, the parties hereby agree as follows:
I. NAME.
The name of this limited partnership is "Fidelity Sterling Performance
Portfolio, L.P." The Managing General Partners (as defined in Section
V(a)) shall have the right at any time to change the name of the Fund. In
the event of any such change of name, the Managing General Partners shall
promptly advise the Limited Partners of the new name of the Fund. The
Managing General Partners may also adopt (and change from time to time)
trade names or designations for any Series (as defined in Section II(d)) of
the Fund.
II. TERM OF THE FUND; INVESTMENT OBJECTIVE; OPERATING POLICY AND POWERS;
SERIES.
(a) Term. The term of the Fund commenced on the date of filing of the
Certificate in the Office of the Secretary of State of Delaware and shall
expire on December 31, 2051, unless sooner dissolved as hereinafter
provided.
(b) Investment Objective. The principal activity of the Fund shall be to
invest and reinvest the assets of each Series in investment securities and
other property.
(c) Operating Policy and Powers. The General Partners will cause the Fund
to operate as an open-end management investment company under the
Investment Company Act of 1940, as amended, and the rules, regulations and
any applicable exemptions thereunder (collectively, the "1940 Act").
Subject to (i) the limitations of the 1940 Act, (ii) this Agreement, and
(iii) the Fund's operating policies and investment and operating
limitations as set forth from time to time in the Fund's then current
prospectus(es) and statement(s) of additional information (collectively,
the "Prospectus") relating to the offer and sale of whole and fractional
units of limited partnership interest in the Fund and/or any Series (the
"Shares"), the Managing General Partners are authorized and empowered on
behalf of the Fund to do any and all acts necessary in pursuit of its
objective and to carry out the activities of the Fund, including, without
limitation, the following:
(1) To invest and reinvest cash and other property and to hold cash or
other property uninvested; to sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all assets of the Fund; and
to purchase, sell, exchange, lend, pledge, mortgage, hypothecate or
otherwise deal in options, stand-by commitments, futures contracts, forward
commitments, contracts of all kinds and any security, as defined in the
1940 Act, consistent with its investment objective;
(2) To adopt by-laws not inconsistent with this Agreement providing for
the conduct of the affairs of the Fund (the "By-laws") and to amend and
repeal them to the extent that they do not reserve that right to the
Limited Partners (which By-laws, as from time to time in effect, are
incorporated herein by reference and form a part of this Agreement);
(3) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(4) To engage professional advisors, investment advisors, depositaries,
custodians and/or administrators to supervise or administer the investments
or affairs of the Fund or any Series and, in general, to do such other acts
and incur such other expenses on behalf of the Fund or any Series as may be
necessary or advisable in connection with the conduct of the affairs of the
Fund or such Series;
(5) To retain a transfer agent and Partner servicing agent, or both;
(6) To provide for the sale and distribution of Shares through an
underwriter or sales agent or by the Fund itself, or both;
(7) To set record dates in the manner hereinafter provided;
(8) To delegate such authority as they consider desirable to any officers
of the Fund and to any agent, custodian or underwriter;
(9) To sell or exchange any or all of the assets of the Fund or any
Series;
(10) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Managing
General Partners shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Managing General Partners shall deem proper;
(11) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(12) To hold any security or property in a form not indicating any
partnership - whether in bearer, unregistered or other negotiable form - or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in any case to proper safeguards according to the usual
practice of investment companies;
(13) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Section II(d));
(14) To allocate assets, liabilities and expenses of the Fund to a
particular Series or to apportion the same between or among two or more
Series, provided that any liabilities or expenses incurred by or on behalf
of a particular Series shall be payable solely out of the assets belonging
to that Series as provided for in Section II(d);
(15) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held by the Fund; to consent to any contract, lease, mortgage,
purchase or sale of property by any such corporation or concern; and to pay
calls or subscriptions with respect to any security held by the Fund;
(16) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Fund or any matter in controversy including, but not limited
to, claims for taxes;
(17) To make distributions of income and of capital gains to Partners in
the manner hereinafter provided;
(18) To borrow money and to pledge assets belonging to the Fund or any
Series to secure borrowings consistent with its investment objective;
(19) To establish, from time to time, a minimum total investment in the
Fund or any Series and to require the redemption of the Shares of any
Partner or other holder of Shares whose investment is less than such
minimum upon giving notice to such Partner or other holder;
(20) To lend portfolio securities in accordance with applicable policies
of the Securities and Exchange Commission (the "SEC") with respect to the
lending of securities by investment companies under the 1940 Act; and
(21) To exercise any and all other powers which may be necessary or
appropriate to implement the foregoing purposes, policies and powers of the
Fund, including, without limitation, those generally granted to limited
partnerships under the Partnership Act.
(d) Series.
(1) The Managing General Partners may from time to time establish separate
segregated portfolios of Fund assets (the "Series") Each Series may,
within the overall scope of the Fund's investment objective and activities,
have distinct investment policies and shall be separately identified. Each
Series shall be represented by separately designated Shares, divided into
such numbers of whole and fractional Shares as shall be determined by the
Managing General Partners. Each Share of each Series shall be identical to
each other Share of such Series in all economic respects and shall
represent an equal and proportionate interest in the relevant Series with
each other outstanding Share of that Series. The Shares of a particular
Series will be preferred over the Shares of all other Series in respect of,
and will have an interest solely in, the Fund assets belonging to that
Series, as provided in Paragraph (2) below. The Managing General Partners
shall have full power and authority, in their sole discretion and without
obtaining any prior authorization or vote of the Limited Partners holding
Shares of any Series, to create and establish (and to change in any manner)
Shares or any Series or classes thereof with such preferences, voting
powers, rights and privileges as the Managing General Partners may from
time to time determine, to divide or combine the Shares or any Series or
classes thereof into a greater or lesser number, to classify or reclassify
any issued Shares into one or more Series or classes of Shares, to abolish
any one or more Series or classes of Shares and to take such other action
with respect to the Shares as the Managing General Partners may deem
desirable. The identification of each Series and the Shares thereof
existing from time to time, including the relative designations,
preferences participating, optional or other special rights and powers
thereof, shall be set forth from time to time in the Prospectus.
(2) All consideration received by the Fund for the issue or sale of Shares
of a particular Series, together with all assets of the Series in which
such consideration is invested or reinvested, all income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall be referred to as "assets belonging to" that particular Series. In
addition, any assets, income, earnings, profits and proceeds thereof, funds
or payments which are not readily identifiable as belonging to any
particular Series shall be allocated by the Managing General Partners to,
between or among any one or more of the Series in such manner as they in
their sole discretion deem fair and equitable and shall be treated for all
purposes as assets belonging to the Series to which they are so allocated.
The assets belonging to a particular Series shall be so recorded upon the
books of the Fund, shall be held by the Managing General Partners solely
for the benefit of the holders of Shares of that Series and shall be
charged with the liabilities, expenses, costs, charges and reserves
(collectively, the "Liabilities") attributable to that Series. Any
Liabilities of the Fund which are not readily identifiable as attributable
to any particular Series shall be allocated and charged by the Managing
General Partners to, between or among any one or more of the Series in such
manner as they in their sole discretion deem fair and equitable. Each
allocation made by the Managing General Partners under this Paragraph and
their determinations as to which assets belong to, and which Liabilities
are attributable to, a particular Series shall be conclusive and binding
upon all Limited Partners and other holders of Shares of all Series for all
purposes. Any creditor of any Series may look only to the assets belonging
to that Series to satisfy such creditor's claims.
III. PLACE OF BUSINESS.
The principal place of business of the Fund shall be located at 82
Devonshire Street Boston, Massachusetts 02109. The Managing General
Partners may from time to time change the location of the Fund's principal
place of business and establish such additional places of business as they
may deem necessary or desirable for the conduct of the Fund's activities.
IV. CAPITAL CONTRIBUTIONS.
(a) General Partners' Contributions.
(1) Each person who signed the Original Agreement as a general partner (an
"Initial General Partner") has purchased the number of Shares and has
contributed the amount in cash to the Fund set forth on Schedule "A" to
this Agreement and incorporated herein by this reference.
(2) Notwithstanding anything to the contrary that may be expressed or
implied herein, the General Partners, taken together, shall at all times
during the Fund's existence maintain a positive balance in their Capital
Accounts (as defined in Section IV(e)), in the aggregate, equal to at least
the lesser of $500,000 or 1% of the aggregate positive Capital Account
balances of all Partners, as long as current law, regulations, Internal
Revenue Service policy or interpretations thereof, in the opinion of
counsel, require the General Partners to maintain such balance in order to
enable the Fund to qualify, or obtain a ruling from the IRS that it
qualifies, as a partnership for federal income tax purposes. In the event
that the Fund has more than one Series, the General Partners shall maintain
positive balances in their Sub-Accounts relating to such Series, which will
satisfy the requirements of this section separately with respect to each
such Series.
(3) The Non-Managing General Partners (as defined in Section V(a)),
collectively, shall purchase, as necessary, that number of Shares of any
Series which, when added to all Shares owned by the Managing General
Partners, will comply with the requirements of Paragraph (2). In addition,
the Non-Managing General Partners, collectively, shall purchase such
additional Shares of any Series as shall enable the General Partners, in
the aggregate, to meet the requirements of Section VII(b)(4).
(b) Limited Partners' Contributions. The Initial Limited Partner has
purchased the number of Shares set forth on Schedule "A: and has
contributed $10 in cash to the Fund for each Share purchased. Subsequently
admitted Limited Partners will contribute, with respect to each Share of
any Series purchased, the "Net Asset Value" thereof, as determined in
accordance with Section IV(d).
(c) Form of Contributions. Contributions may be made only in cash (U.S.
dollars) or such other property or currency which is approved by the
Managing General Partners.
(d) Determination of Net Asset Value. The term "Net Asset Value" of any
Series shall mean that amount by which the assets of that Series exceed its
liabilities, all as determined by or under the direction of the Managing
General Partners, in the manner set forth in the Prospectus. The Net Asset
Value per Share shall be determined on such days and at such times as the
Managing General Partners may determine. The Managing General Partners may
suspend the determination of Net Asset Value as permitted under the 1940
Act. All determinations of Net Asset Value and appraisals of assets and
liabilities made in good faith by the Managing General Partners or their
delegates shall be binding and conclusive upon all Partners, other holders
of Shares and other interested persons.
(e) Capital Accounts. In addition to any capital accounts required to be
maintained for accounting purposes in accordance with generally accepted
accounting principles, the Fund shall maintain a capital account for each
Partner for federal income tax purposes ("Capital Account"). Each Capital
Account shall be maintained in accordance with section 704 of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations thereunder.
If a Partner owns Shares in more than one Series, that Partner's Capital
Account shall be divided into one sub-account for each such Series
("Sub-Account"), and each addition to or subtraction from any Capital
Account shall be allocated to the Sub-Account of the Series giving rise to
such addition or subtraction. On a daily basis (or such other basis as may
be determined by the Managing General Partners), each Capital Account and
each Sub-Account, as appropriate, shall be credited with the Partner's
share of income and gain, shall be charged with such Partner's share of
deductions, losses, distributions and withholding taxes (if any) and shall
otherwise appropriately reflect transactions of the Series and the
Partners. Each Partner's Capital Account and each Sub-Account, as
appropriate, shall be adjusted to reflect any purchases and redemptions of
Shares by such Partner at such time as determined by the Managing General
Partners. Adjustments to Capital Accounts and to Sub-Accounts for income
tax purposes to take into account allocations of gains and losses realized
by each Series shall be made in the manner described herein. A substituted
Limited Partner shall be deemed to succeed to the Capital Account and
Sub-Accounts of the Partner whom such substituted Limited Partner replaced.
V. GENERAL PARTNERS.
(a) Identity and Number. The names and addresses of the General Partners
are set forth on Schedule "A: to this Agreement, on which each is
designated either as a "Managing General Partner" or as a "Non-Managing
General Partner." Hereafter, the number of Managing General Partners shall
be fixed from time to time by the Managing General Partners. A Managing
General Partner or Non-Managing General Partner shall serve until the
occurrence of an event described in Section V(i) or Section V(j),
respectively.
(b) Managing General Partners and Non-Managing General Partners. Only
natural persons may act as Managing General Partners, and each General
Partner who is a natural person shall act only as a Managing General
Partner. Any General Partner which is not a natural person shall act as a
Non-Managing General Partner. Except as provided in Sections V(c) and
X(e), a Non-Managing General Partner as such shall take no part in the
management, conduct or operation of the Fund's affairs and shall have no
authority to act on behalf of the Fund or to bind the Fund.
(c) Management and Control. The Fund will be managed by the Managing
General Partners, who will have complete and exclusive control over the
management, conduct and operation of the Fund's affairs. Except as
otherwise specifically provided in this Agreement, the Managing General
Partners shall have the rights, powers and authority, on behalf of the Fund
and in its name, to exercise all of the rights, powers and authority of
partners of a partnership without limited partners under the Partnership
Act. Subject to the provisions of the 1940 Act, (1) the Managing General
Partners may contract on behalf of the Fund with one or more banks, trust
companies, investment advisers or other persons (which may be affiliates of
a General Partner) for the performance of such functions as the Managing
General Partners may determine, but subject always to their continuing
supervision, such functions to include, but not be limited to, the
investment and reinvestment of all or part of the Fund's assets, the
execution of portfolio transactions, the provision of investment advisory,
statistical and research facilities and any or all administrative
functions, and (2) a Non-Managing General Partner or an affiliate of a
General Partner may act as an investment adviser to the Fund or any Series
and shall be compensated for such services in accordance with the terms of
any investment advisory agreement which may be executed by the Fund or any
Series and such Non-Managing General Partner or affiliate. The Managing
General Partners may also appoint agents to perform such duties on behalf
of the Fund as they deem desirable. The Managing General Partners shall
devote themselves to the Fund's activities to the extent they may determine
necessary for the efficient conduct thereof, which it is understood shall
not, however, occupy their full time. Any General Partner may also engage
in other activities or businesses, whether or not similar in nature to the
activities of the Fund, subject to the limitations of the 1940 Act. Upon
the occurrence of an event described in Section V(i), the Managing General
Partners shall, within 90 days after such event, meet for the purposes of
determining whether to continue the Fund and whether, in their discretion,
but subject to the requirements of Section V(k), to elect a successor
Managing General Partner or Partners or to reduce the number of Managing
General Partners.
(d) Action by Managing General Partners. Unless otherwise required by the
1940 Act with respect to any particular action, the Managing General
Partners shall act only by the vote of a majority of the Managing General
Partners in attendance at a meeting, duly called, at which a quorum of the
Managing General Partners is present or by unanimous written consent
without a meeting or by telephone consent (provided a quorum of Managing
General Partners participate in such telephone meeting). At any meeting of
the Managing General Partners, a majority of the Managing General Partners
shall constitute a quorum. No single Managing General Partner shall have
authority to act on behalf of the Fund or to bind the Fund, provided,
however, that the Managing General Partners by majority vote may delegate
to any one or more of their number their authority to approve particular
matters or take particular action on behalf of the Fund. The Managing
General Partners may elect a Chairman who shall preside at meetings and
such other agents or officers of the Fund as they may deem advisable to
carry out its affairs.
(e) Designation of Tax Matters Partner. The Fund's "Tax Matters Partner,"
as defined in section 6231(a)(7) of the Code, shall be designated by the
Managing General Partners and may change from time to time as determined by
the Managing General Partners. The Tax Matters Partner is authorized, at
the Fund's or any affected Series' sole cost and expense, to represent, and
to retain legal counsel and other appropriate assistance to represent, the
Fund or such Series and each Limited Partner or other holder of Shares, in
connection with all examinations of the Fund's or such Series' affairs by
tax authorities, including any resulting claim, action, suit or proceeding
(as defined in Section V(m)). Each Limited Partner or other holder of
Shares agrees to cooperate with the Managing General Partners and to do or
refrain from doing any and all things reasonably required by the Managing
General Partners in connection therewith. The Managing General Partners
may take any other appropriate action with respect to any such tax matters,
including, but not limited to, settlement, compromise or arbitration of any
such examination or any resulting claim, action, suit or proceeding,
without the consent of any Limited Partners or other holders of Shares, and
any such action shall be binding on each Limited Partner or other holder of
Shares
(f) Limitations on Authority of Managing General Partners. The Managing
General Partners shall have no authority, without the vote or written
consent or ratification of all of the Limited Partners, to
(1) do any act in contravention of this Agreement,
(2) do any act which wold make it impossible to carry on the ordinary
activities of the Fund or
(3) possess Fund property, or assign their rights in specific Fund
property, for other than a Fund purposes. However, nothing herein shall
preclude dissolution of the Fund in accordance with this Agreement.
(g) Management and Control by Non-Managing General Partners. Except as
otherwise provided in sections V(c) and X(e), the Non-Managing General
Partners as such shall have no power to engage in the management, conduct
or operation of the Fund's affairs nor to exercise any of the rights,
powers and authority of a Managing General Partner.
(h) General Partners as Limited Partners. A General Partner may also
become a Limited Partner without obtaining the consent of the Limited
Partners and thereby become entitled to all the rights of a Limited Partner
to the extent of the limited partnership interest so acquired. Such event
shall not, however, be deemed to reduce or otherwise affect any of the
General Partner's liability hereunder as a General Partner. Termination of
a person's status as a General Partner shall not affect such person's
status, if any, as a Limited Partner.
(i) Termination of Status of a Managing General Partner as a General
Partner. A Managing General Partner shall have no further right, power or
authority to act as a general partner of the Fund (except to execute any
amendment to this Agreement and/or the Certificate to evidence the
termination of his status as such), and his interest as a general partner
shall terminate, if he
(1) dies, becomes bankrupt or is incapacitated,
(2) voluntarily withdraws upon not less than 90 days' written notice to
the other Managing General Partners, unless such notice is waived by the
Managing General Partners,
(3) is removed by the other Managing General Partners pursuant to a vote
taken at a meeting, duly held, of the Managing General Partners,
(4) is removed at a meeting of the Limited Partners called for such
purpose by a vote of at least two-thirds of the outstanding Shares of all
Series voting as a single class, or
(5) fails to be elected at a meeting of the Limited Partners called for
such purpose under Section X(e), provided that the termination of his
interest, and his right, power and authority to act, as a general partner
of the Fund shall not occur until his successor has been duly elected and
admitted to the Fund as a Managing General Partner or the number of
Managing General Partners has been reduced by the remaining Managing
General Partners, and provided, further, that the failure of any Managing
General Partner to be reelected shall not cause a dissolution of the Fund
and the operations of the Fund shall be continued by all remaining and
successor Managing General Partners.
A Managing General Partner shall not be entitled to any special payment
from the Fund as a result of the termination of his status as general
partner. A terminated Managing General Partner may, if he chooses to do
so, either redeem his Shares in accordance with Section XI(a) or retain his
Shares as a Limited Partner.
(j) Termination of Status of a Non-Managing General Partner as a General
Partner. A Non-Managing General Partner shall have no further right, power
or authority to act as a general partner of the Fund (except to execute any
amendment to this Agreement and/or Certificate to evidence this termination
of its status as such), and its interest as a general partner shall
terminate, upon the occurrence of any of the following events:
(1) the Non-Managing General Partner's voluntary withdrawal, upon 90 days'
written notice to the Managing General Partners; provided that a
Non-Managing General Partner shall not voluntarily withdraw or otherwise
terminate its status as a Non-Managing General Partner until the earliest
of (A) 90 days from the date such Non-Managing General Partner gives the
Managing General Partners written notice of its intention to withdraw as a
Non-Managing General Partner, (B) either the date that (i) at least one of
the existing Non-Managing General Partners agrees to assume the obligations
of the withdrawing Non-Managing General Partner under Section IV(a)(3) or
(ii) a successor Non-Managing General Partner, who has agreed to assume
such obligations, is elected by the Managing General Partners or (C) the
date a Managing General Partner assumes the obligations of the withdrawing
Non-Managing General Partner under Section IV(a)(3);
(2) the Non-Managing General Partner is dissolved or otherwise terminates
its existence;
(3) a petition in bankruptcy is filed by the Non-Managing General Partner;
(4) an involuntary petition in bankruptcy is filed against the
Non-Managing General Partner and a trustee is appointed and confirmed after
an opportunity for a hearing;
(5) the Non-Managing General Partner makes an assignment for the benefit
of creditors of substantially all of its assets; or
(6) the Non-Managing General Partner is removed by vote of the Managing
General Partners.
The retirement, dissolution, bankruptcy or other withdrawal of a
Non-Managing General Partner shall not dissolve the Fund, provided that the
Managing General Partners elect to continue the business and operations of
the Fund and, if there are no other existing Non-Managing General Partners,
either a successor Non-Managing General Partner is elected by the Managing
General Partners or, if a Non-Managing General Partner is not elected, a
Managing General Partner assumes the obligations of the withdrawing
Non-Managing General Partner under Section IV(a)(3). A Non-Managing
General Partner shall not be entitled to any special payment from the Fund
as a result of the termination of its status as a general partner. A
terminated Non-Managing General Partner may, if it chooses to do so, redeem
its Shares in accordance with Section XI(a) or retain its Shares as a
Limited Partner.
(k) Additional or Successor Managing General Partners. Subject to the
applicable requirements of the 1940 Act, between meetings of Partners the
Managing General Partners may elect additional or successor Managing
General Partners to fill vacancies (whether or not created by an increase
in the number of Managing General Partners) in the number of Managing
General Partners. The number of Managing General Partners shall be fixed
from time to time by the Managing General Partners and, at or after the
commencement of the business of the Fund, shall be not less than one.
Subject to the provisions of Section V(i), each additional or successor
Managing General Partner shall serve as a Managing General Partner until
the next meeting of Partners called for the election of Managing General
Partners and until his respective successor is duly elected and admitted.
If at any time more than a majority of the Managing General Partners
serving as such shall not have been approved at a meeting of Limited
Partners, then the Managing General Partners shall as promptly as possible,
and in any event within 60 days (unless the SEC shall extend such period),
cause a meeting of Limited Partners to be held for the purpose of electing
Managing General Partners such that at least a majority thereof shall have
been elected by the Limited Partners consistent with the requirements of
the 1940 Act.
(l) Liability to Limited Partners. The General Partners shall not be
personally liable for the repayment of the balance of the Capital Account
of any Limited Partner or any other amount standing in the account of any
other holder of Shares, including, but not limited to, contributions with
respect to Shares. Any such repayment shall be solely from the Fund's
assets. The General Partners shall not have any personal liability to any
Limited Partner or any other holder of Shares for any loss, damage or other
costs incurred by reason of (1) any failure to withhold income tax under
federal or state tax laws with respect to income allocated to Limited
Partners or such holders, (2) any change in federal or state income tax
laws, or in interpretations thereof, as they apply to the Fund, the Limited
Partners or such holders, whether such change occurs through legislative,
judicial or administrative action, (3) any error of judgment or mistake of
fact or law or (4) any other action, or failure to act or other matter,
unless the result of willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. Any such loss, damage or costs shall
be satisfied from the Fund's assets.
(m) Assignment or Transfer of General Partners' Shares. A General Partner
may not assign Shares which he or it holds in his or its capacity as a
General Partner to any party without the consent of a majority of the
Managing General Partners (excluding such General Partner). Any assignee
of a General Partner for which such consent has been granted may not become
a substituted General Partner unless elected as such by the remaining
Managing General Partners, as provided in Section V(k), and shall otherwise
hold such Shares as a Limited Partner.
(n) Reimbursement and Compensation. Any Managing General Partner (other
than one who is an "interested person" as defined under the 1940 Act) may
receive compensation for his services as a Managing General Partner (as
determined by the Managing General Partners from time to time) and will be
reimbursed for all reasonable out-of-pocket expenses incurred in performing
his duties hereunder. Neither the payment of such compensation nor the
reimbursement of such expenses shall be deemed a distribution for purposes
of Section VII(b), nor shall such payment or reimbursement affect such
Partner's right to receive any distribution to which he would otherwise be
entitled as a holder of Shares.
(o) Indemnification.
(1) Subject to the exceptions and limitations contained in Paragraph (2)
below, every person who is, or has been, a General Partner, an officer,
director and/or trustee of a Non-Managing General Partner, an officer of
the Fund, or an agent of any of them (including persons who serve at the
Fund's request as directors, officers, or trustees of another organization
in which the Fund has any interest as a shareholder, creditor, or
otherwise) (a "Covered Person") shall be indemnified by the Fund to the
fullest extent permitted by law against any liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit, or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been a Covered Person, and
against amounts paid or incurred by him in the settlement thereof. The
words "claim," "action," "suit," or "proceeding" shall apply to all claims,
actions, suits or proceeding s(civil, criminal or other, including
appeals), actual or threatened, while in office or thereafter, and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(2) No indemnification shall be provided hereunder to a Covered Person
(A) who is finally adjudicated by a court or other body before which the
proceeding was brought (i) to be liable to the Fund or its Partners by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office, or (ii) not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the Fund;
(B) in the event of a settlement or other disposition not involving a
final adjudication as provided in (A), unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office
(i) by the court or other body approving the settlement or other
disposition,
(ii) by the vote of at least a majority of those Managing General
Partners who are neither
interested persons of the Fund nor parties to the matter, based upon a
review of
readily available facts (as opposed to a full trial-type inquiry), or
(iii) by the written opinion of independent legal counsel based upon a
review of readily
available facts (as opposed to a full trial-type inquiry);
provided, however, that any Partner may, by appropriate legal
proceedings, challenge any
such determination by the Managing General Partners or independent
counsel.
(3) The rights of indemnification herein provided may be insured against
by policies maintained by the Fund, shall be severable, shall not be
exclusive of or affect any other rights to which any Covered Person may now
or hereafter be entitled, shall continue as to a person who has ceased to
occupy the position by virtue of which he was a Covered Person, and shall
inure to the benefit of the heirs, executors and administrators of a
Covered Person. Nothing contained herein shall affect any rights of
indemnification to which Fund personnel, other than Covered Persons, and
other persons may be entitled by contract or otherwise underlaw.
(4) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described
in Section V(o)(1) may be paid by the Fund from time to time prior to final
disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by him to the Fund if it
is ultimately determined that he is not entitled to indemnification under
this Section V(o); provided, however, that either (A) such Covered Person
provides appropriate security for such undertaking, (B) the Fund is insured
against losses arising out of any such advance payments or (C) either a
majority of the Managing General Partners who are neither interested person
of the Fund nor parties to the matter, or independent legal counsel in a
written opinion, determined, based upon a review of readily available facts
(as opposed to a full trial-type inquiry), that there is reason to believe
that such Covered Person will be found entitled to indemnification under
this Section V(o).
(5) The indemnification obligations of the Fund under this Section V(o)
shall be satisfied solely out of Fund assets, and no Limited Partner shall
have any personal liability for the indemnification herein provided.
Further, to the extent that the liabilities and/or expenses to be
indemnified hereunder are incurred or paid in connection with a claim, act,
suit or proceeding involving activities or omissions that relate to one or
less than all of the Series, then such indemnification shall be paid only
from the assets of the relevant Series.
VI. LIMITED PARTNERS.
(a) Identity, Number and Contributions. The name and address of the
Initial Limited Partner and the number of Shares owned by him are set forth
in Schedule "A" to this Agreement. Additional Limited Partners may be
admitted with respect to each Series, and Shares of any Series may be sold
in accordance with procedures established by the Managing General Partners.
No consent of any Limited Partners shall be required in connection
therewith. Any person who purchases Shares, irrespective of whether he, or
his authorized representative, has executed an "account application" or any
other document related hereto, will be deemed to have consented to, and
will be bound by, the terms and conditions of this Agreement, including the
power of attorney set forth in Section XIV(d). The Managing General
Partners reserve the right, in their sole discretion, to reject any
purchaser of Shares as a Limited Partner. The names, addresses, capital
contributions and number (and identity by Series) of Shares held by each
Limited Partner shall be maintained in the books and records of the Fund.
(b) No Power to Control Fund Operations. A Limited Partner shall have no
right to and shall take no part in the management or control of the Fund's
operations and shall have no right or authority to act for or bind the
Fund, but may exercise the rights and powers of a limited partner under
this Agreement and the Partnership Act.
(c) Voting Rights of Limited Partners. Under the circumstances provided
in this Agreement or by the 1940 Act, the Limited Partners shall have the
right to vote (notwithstanding anything to the contrary in Section XIV(c))
on the following material matters relating to the activities of the Fund,
each such vote to be taken at a meeting of the Limited Partners called and
held pursuant to the provisions of Section X and the By-laws, if any:
(1) The election of Managing General Partners when so required by Section
X(e):
(2) The approval or termination of investment advisory or underwriting
contracts or distribution plans
(which may be with (a) Non-Managing General Partner or an affiliate
thereof);
(3) The approval or termination of the engagement of auditors; and
(4) Any other matters that the 1940 Act requires to be approved by the
Partners.
On any matter submitted to a vote of the Limited Partners, all Shares shall
be voted by individual Series (it being the intent hereof that matters
involving an individual Series shall be voted on only by Limited Partners
holding Shares of that Series) except (i) when required by the 1940 Act,
Shares shall be voted in the aggregate as a single class and not by
individual Series and (ii) when the Managing General Partners have
determined that the matter at issue affects the interests of more than one
Series, then the Limited Partners who are holders of Shares of all affected
Series shall be entitled to vote thereon as a single class.
(d) Limitation of Limited Partners' Liability. No Limited Partner shall
be liable for the debts or obligations of the Fund provided, however, that
the contribution of a Limited Partner shall be subject to the risks of the
operations of the Fund and subject to the claims of the Fund's creditors,
and provided further that, after any Limited Partner has received the
return of any part of his contribution, he will be liable to the Fund to
the extent required by the Partnership Act.
(e) Additional Contributions of Limited Partners; Assessments. No Limited
Partner shall be required to make any contributions to the Fund other than
the purchase price of his Share(s) at the Net Asset Value (including Shares
issued as provided in Section VII), and no Limited Partner shall be
required to lend monies to the Fund. No holder of any Share shall be
subject to additional assessments on or in respect of such Share, except as
provided in Section VI(d).
(f) Death of a Limited Partner. The death of a Limited Partner shall not
dissolve or terminate the Fund. In the event of such death, the personal
representative of the deceased Limited Partner shall have the right to be
substituted as a Limited Partner only in accordance with the provisions of
Section IX(b), but shall have the right to have the Fund redeem his Shares
in accordance with Section XI(a).
VII. DISTRIBUTIONS OF INCOME AND GAINS; TAX ALLOCATIONS.
(a) Distributions of Income and Gains.
(1) The Managing General Partners, in their sole discretion, shall
determine the amounts of net income and net realized capital gains of each
Series, if any, to be distributed to holders of Shares of such Series, the
record date for each such distribution and the time when each such
distribution shall be made; provided, however, that the Managing General
Partners shall not be required to make any distribution of net income or
net realized capital gains for any taxable year. Expenses of each Series
will be accrued on a regular basis determined by the Managing General
Partners. The Managing General Partners are authorized to establish such
reserves as may be required, in their judgment, with respect to any
anticipated or actual liabilities of a Series, including liabilities
relating to a Series' obligation to indemnify any Partner hereunder. For
purposes of this subsection, a person shall be deemed to be a holder of a
Share if he is the record holder thereof on the record date established for
the payment of a distribution therein (regardless of whether such record
holder has been admitted as substituted Limited Partner as herein
provided).
(2) Each distribution pursuant to Paragraph (1) to the holders of the
Shares of any Series shall be made in full and fractional Shares of such
Series valued at the Net Asset Value thereof on the applicable record date.
If so provided in the Prospectus, distributions of net income and net
realized capital and other gains may b made in cash (U.S. dollars) to those
holders of Shares who have made a proper election in the manner set forth
therein.
(b) Tax Allocations.
(1) General. For each fiscal year, items of income, gain, loss,
deduction and credit from operations of a Series (other than from the
disposition of capital assets of the Series) shall be allocated for federal
income tax purposes pro rata among the Partners holding Shares of such
Series in proportion to the number of such Shares owned by each Partner or
in such other manner that the Managing General Partners determine is
required by the federal income tax law. A holder of a Share of a Series
shall be allocated the proportionate part of such items actually realized
by such Series for each full accrual period during which such Share was
owned by such holder For purposes of this subsection, a person shall be
deemed to be a holder of a Share on a specific day if he is the record
holder of such Share on such day (regardless of whether or not such record
holder has been admitted as a substituted Limited Partner as herein
provided). The Partners' Capital Accounts and Sub-Accounts shall be
adjusted to reflect allocations of such items of income, gain, loss,
deduction and credit.
(2) Allocations of Capital Gains and Losses. Capital gains and losses of
a Series shall be allocated for federal income tax purposes pro rata among
the Partners holding Shares of such Series in proportion to the number of
such Shares owned by each Partner, or in such other manner that the
Managing General Partners determine is required by the federal income tax
law, on the respective dates of disposition of the assets giving rise to
the gains or losses and the Partners' Capital Accounts and Sub-Accounts
shall be adjusted accordingly. Purchase of Shares and partial or complete
redemptions of Shares shall be regarding as occurring at the time the Net
Asset Value per Share is determined, after adjustments to the Partners'
Capital Accounts and Sub-Accounts for realized gains and losses on such day
have been made.
(3) Qualified Income Offset. If, during any taxable year, a Partner has
a "Qualified Income Offset Amount" (as defined in the regulations under
section 704 of the Code), then income or gain (or items thereof) shall be
allocated to such Partner in accordance with such regulations.
(4) General Partners' Minimum Interests. Notwithstanding anything herein
to the contrary, the interests (including Limited Partner interests) of all
the General Partners, taken together, in each material item of income,
gain, loss, deduction or credit of each Series, at all times during the
existence of such Series, shall equal at least the lesser of (A) 1% and (B)
the greater of (i) 0.2% and (ii) 1% divided by the ratio that total capital
contributions to such Series by all Partners bears to $50 million.
(c) Special Allocation of Loss. Notwithstanding anything herein to the
contrary, the amount of an item of loss of deduction that would reduce a
Limited Partner's Capital Account below zero shall instead be allocated to
the General Partners in proportion to their respective interests in the
Fund. A General Partner's interest in the Fund shall be expressed as a
fraction, the numerator of which is the sum of the product of (1) the Net
Asset Value per Share of each Series and (2) the number of Shares of each
Series held by the General Partner and the denominator of which is the sum
of all such numerators of all General Partners.
VIII. ACCOUNTING.
(a) Records and Accounting. At all times during the existence of the
Fund, books of account, which shall be adequate and appropriate for the
Fund's operations, shall be kept. Such books and records shall be kept on
a basis consistent with the accounting methods followed by the Fund for
federal income tax purposes and, where deemed appropriate, in accordance
with generally accepted accounting principles and procedures applied in a
consistent manner. Such books and records shall include such separate and
additional accounts for each holder of Shares as shall be necessary to
reflect accurately the rights and interests of such holder and shall
specifically reflect the name and address of each Partner and each other
holder of Shares and the number of Shares of each Series held by each for
the purpose of determining recipients of distributions and notices. The
Fund shall make its books and records available to Limited Partners, upon
five days' written notice, for any proper partnership purpose provided for
under the Partnership Act; however, the Managing General Partners reserve
the right to request a statement of the purposes for which the examination
is being requested.
(b) Fiscal Year. The Fund's fiscal year shall be the calendar year for
financial reporting and federal income tax purposes, unless the Managing
General Partners determine otherwise.
(c) Income Tax Information. The Managing General Partners shall cause to
be transmitted to each Partner and to the appropriate governmental
authorities such reports and information as shall be required by the 1940
Act, the Partnership Act, the Code and any other provision of law.
(d) In the event of a partial or complete redemption of Shares which
results in a distribution in excess of a Partner's tax basis in his Shares,
the Series may make an election to adjust the basis of Series assets under
Section 754 of the Code, and the Series may increase the tax basis of its
assets in accordance with Sections 734, 743(b) and 755 of the Code by the
difference between the amount of the distribution made to the redeeming
Partner in redemption of his Shares and his tax basis in his Shares.
IX. PROHIBITION OF ASSIGNMENT OF SHARES.
(a) Prohibition of Assignment. Except as otherwise provided in this
Section IX, no Limited Partner or other holder of Shares shall have the
right to sell, assign, pledge, hypothecate or otherwise transfer or
encumber (collectively "transfer") all or any part of his Shares except
with the prior consent of the Managing General Partners, which consent may
be withheld in the Managing General Partners' sole discretion. Any
transfer in violation of this Section IX shall be void and shall not be
recognized by the Fund for any purpose. In the case of a transfer (other
than pursuant to subsections (b) and (c)) approved by the Managing General
Partners, the transferee shall be admitted as a substituted Limited Partner
upon his execution of an account application and power of attorney in a
form satisfactory to the Managing General Partners and upon the
satisfaction of such other conditions as may be specified by the Managing
General Partners. If a permitted transferee is not admitted as a
substituted Limited Partner, then (1) such transferee shall become a holder
of record of the Shares transferred to him and shall be entitled to redeem
such Shares in accordance with the provisions of Section XI and to receive
distributions in respect of such Shares as herein provided, but neither
such transferee nor his transferor shall have any other rights of a Limited
Partner (including the right to vote on any matter or to inspect the books
and records of the Fund).
(b) Pledge of Shares; Death, Incompetence or Termination of Existence of a
Limited Partner. A Limited Partner may pledge his Shares as collateral to
a securities broker, bank or financial industry professional if the Limited
Partner gives the Fund prior written notice that a pledge is proposed to be
made. Any person who is holding Shares as collateral and becomes the owner
thereof due to foreclosure or otherwise, or any person who succeeds to the
ownership of Shares upon the death or incompetence of a Limited Partner
(or, in the case of a Limited Partner that is not a natural person, the
merger, dissolution or other termination of existence of such Limited
Partner), shall not be substituted as a Limited Partner without (1) the
consent of the Managing General Partners, which may be withheld in their
sole discretion, and (2) if such consent is given, the execution of an
account application and power of attorney in a form satisfactory to the
Managing General Partners and satisfaction of such other conditions as may
be specified by the Managing General Partners. If a pledgee who has become
the owner of Shares or any such successor in interest is not admitted as a
substituted Limited Partner, then, upon receipt by the Fund of evidence
satisfactory to the Managing General Partners of the pledgee's or the
successor's ownership of Shares, the pledgee or the successor shall become
the holder of record of the subject Shares and shall thereafter have the
same rights as specified in Section IX(a) with respect to a permitted
transferee who is not admitted as a substituted Limited Partner. If that
occurs, however, the Limited Partner who pledged such Shares or the
incompetent Limited Partner, as the case may be, shall cease to possess all
the rights of a Limited Partner (including the right to vote on any matter
or to inspect the books and records of the Fund).
X. MEETING OF LIMITED PARTNERS.
(a) Meeting and Call. Meetings of all Limited Partners or, as applicable,
of Limited Partners holding Shares of any particular Series, shall be held
either within the State of Delaware or at such other places on the date
fixed, from time to time, by the Managing General Partners for the
transaction of such matters as may be presented to the meeting and upon
which Limited Partners have the right to vote hereunder. Meetings shall be
called by the Managing General Partners whenever the holders of Shares of
at least 10% of all votes entitled to be cast at such meeting shall make a
duly authorized request that such meeting be called or as otherwise may be
required by this Agreement, the 1940 Act or the Partnership Act.
(b) Notice or Actual or Constructive Waiver of Notice. Written or printed
notice of each meeting shall state the time and place of the meeting and
the purpose or purposes for which the meeting is called and shall be given
at least ten days in advance of the meeting to each Limited Partner who is
the record holder of Shares of the concerned Series as of the record date
fixed by the Managing General Partners for determining Limited Partners
entitled to vote. Such notice shall be given either by mail at such
holder's address appearing on the books of the Fund or the address supplied
by him for the purpose of notice or by presenting it to him personally or
by leaving it at his residence or usual place of business before the date
of the meeting. If mailed, notice shall be deemed to be given when
deposited in the United States mail with postage thereon prepaid. Any
notice of a meeting of Limited Partners may be waived in writing by a
Limited Partner before or after the meeting. Actual attendance or
representation at any meeting shall be deemed equivalent to the giving of
such notice to such Partner.
(c) Voting. All Shares of each Series shall have equal voting rights, and
each Share shall have one vote. Each Partner shall have the right to vote
at any meeting the number of Shares standing of record in such Partner's
name as of the record date set forth in the notice of the meeting. A
majority of the votes cast at a meeting of Partners, duly called and at
which a quorum is present, shall be sufficient to take or authorize action
upon any matter which may come before the meeting, unless more than a
majority of votes cast is required by this Agreement or the 1940 Act, and a
plurality of all the votes cast at a meeting at which a quorum is present
shall be sufficient to elect a Managing General Partner; provided that
where any provision of law or this Agreement requires or permits that the
Limited Partners who are holders of Shares of any Series shall vote as a
Series, then a majority of the Shares of that Series voted on the matter
shall decide that matter insofar as that Series is concerned.
(d) Quorum. Except where a greater number is required under the terms of
this Agreement or the 1940 Act, a quorum shall consist of a majority of the
Shares entitled to vote at a meeting, whether present in person or
represented by proxy, except that where any provision of law permits or
requires the holders of a Series to vote as a Series, then a majority of
the Shares of that Series entitled to vote shall be necessary to constitute
a quorum for the transaction of business by that Series.
(e) Meeting to Elect Managing General Partners When None Exist. In the
event that no Managing General Partner shall remain for the purpose of
electing pursuant to Section XII(a)(5) to continue the operation of the
Fund, then the Non-Managing General Partners shall promptly call a meeting
of the Limited Partners, to be held within 90 days of the date the last
Managing General Partner ceased to act in such capacity, for the purpose of
determining whether to elect one or more successor Managing General
Partners who, if elected, will continue the operation of the Fund. For the
period of time from such date until the date of admission of one or more
successor Managing General Partners (if elected), the Non-Managing General
Partners shall continue the operations of the Fund without dissolution and
shall be permitted to engage in the management, conduct and operation of
the activities of the Fund and, otherwise, to exercise during such period
all of the powers of the Managing General Partners hereunder If at the
meeting called pursuant to this subsection the Limited Partners determine
not to elect one or more successor Managing General Partners, then the Fund
shall dissolve in accordance with Section XII and the assets of the Fund
shall be distributed pursuant to Section XIII.
XI. RETURN OF CAPITAL CONTRIBUTIONS.
(a) Redemption of Shares and Full Return of Capital Contributions.
(1) Except as otherwise provided herein and subject to applicable law,
rules, regulations and exemptions therefrom, any holder of Shares may
redeem all or any portion of his Shares at their Net Asset Value next
determined after the receipt by the Fund of a written request for
redemption in proper form. In addition, the Managing General Partners may
require the redemption of the Shares of any holder the value of whose
Shares fall below a specified minimum level established by the Managing
General Partners and set forth in the Prospectus or for any other reason
the Managing General Partners, in their sole discretion, deem appropriate.
(2) A request for redemption shall be deemed in proper form if it
complies which such requirements as are set forth in the Prospectus.
(3) The Managing General Partners reserve the right, in their complete
discretion, to redeem Shares of any Series in whole or in part either in
cash (U.S. dollars or other currency) or by the distribution of one or more
securities of such Series in kind. For this purpose portfolio securities
distributed in kind shall be valued at their fair market value as
determined for purposes of computing the redemption price.
(4) The Managing General Partners may, with respect to any or all Series,
suspend the right of redemption or postpone the date of payment of
redemption proceeds as permitted under the 1940 Act. Such suspension shall
take effect at such time as the Managing General Partners shall specify,
but not later than the close of business on the business day next following
the declaration of the suspension, and thereafter there shall be no right
of redemption or payment until the Managing General Partners shall declare
the suspension at an end. In the case of a suspension of the right of
redemption, a holder of Shares may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
existing after the termination of the suspension.
(5) Notwithstanding anything in this Section XI(a) to the contrary, no
Partner shall be entitled to receive the return of any part of the capital
contribution(s) with respect to his Shares unless all liabilities of the
Fund or of the Series to which those Shares relate, except obligations to
General Partners and to Limited Partners on account of their capital
contributions, have been paid or, in the judgment of the Managing General
Partners, there remains property of the Fund or such Series sufficient to
pay them.
(6) Any distribution to a Partner upon redemption pursuant to this
Section XI(a) shall constitute a return in full of such Partner's capital
contribution(s) attributable to the Shares which are redeemed, regardless
of the amount distributed with respect to such Shares, and such Partner
shall not be entitled to any other or additional distribution by reason of
Section 17-604 of the Partnership Act or otherwise. No consent of any of
the Partners shall be required for the redemption of any Shares or return
of any redeeming Partner's capital contribution(s).
(b) Partial Returns of Capital Contributions. Except upon dissolution of
the Fund or as provided in Section XI(a), no Partner has the right to
redeem his Shares or demand the return of any part of the capital
contribution(s) with respect to his Shares The Managing General Partners
may, however, from time to time, elect to make partial returns of capital
contributions to Partners who are the holders of Shares of any Series
provided that
(1) all liabilities of the relevant Series to persons other than Partners
(except those liabilities arising pursuant to Section V(n)) have been paid
or, in the judgment of the Managing General Partners, there remains
property of the Series sufficient to pay them and
(2) the consent, express or implied, of all Partners holding Shares of
such Series is obtained.
For purposes of the foregoing, the condition of clause (2) shall be deemed
to have been satisfied if such partial return is made pro rata to the
holders of Shares of the relevant Series based upon the number of Shares
held by each such holder. Each Partner, by becoming a Partner, consents to
all such pro rata distributions theretofore or thereafter made in
accordance or thereafter made in accordance with such provisions.
XII. DISSOLUTION OF THE FUND.
(a) Dissolution of the Fund. The Fund shall be dissolved upon the
earliest to occur of
(1) the expiration of the Fund's term,
(2) the Fund's disposition of all, or substantially all, of its assets,
(3) the determination by Limited Partners who are holders of a majority
of the then outstanding Shares of all Series, at a meeting called for the
purpose, that the Fund should be dissolved,
(4) the determination of the Managing General Partners, by majority vote,
that the Fund should be dissolved,
(5) the occurrence of any event described in Section V(i), where there is
at least one remaining Managing General Partner, unless all the remaining
Managing General Partners elect in writing within 90 days of such event to
continue the operations of the Fund,
(6) the occurrence of any event described in Section V(j), unless the
Managing General Partners elect to continue the operations of the Fund and
either (A) there remains at least one Non-Managing General Partner, (B) a
successor Non-Managing General Partner is unanimously elected in writing by
the Managing General Partners within 90 days of such event or (C) at least
one Managing General Partner assumes the obligations of the Non-Managing
General Partner under Section IV(a)(3) or
(7) the occurrence of an event described in Section V(i) and/or (j) with
respect to a General Partner, unless within 90 days following the date of
withdrawal of the last remaining General Partner, all Limited Partners
agree in writing to continue the operations of the Fund and to the
appointment, effective as of the date of withdrawal of such last remaining
General Partner, of one or more successor Managing General Partners and a
successor Non-Managing General Partner.
(b) Dissolution and Reconstitution of the Partnership Following Withdrawal
of all General Partners. Notwithstanding the provisions of Section XII(a),
in the event of the occurrence of an event described in Section V(i) with
respect to the last remaining Managing General Partner(s), the Fund shall
be dissolved, but it shall be reconstituted and shall not be terminated,
and its operations shall be continued, if the Partners, at a meeting called
by the Non-Managing General Partners in accordance with Section X(e), elect
one or more successor Managing General Partners to continue the operations
of the Fund.
XIII. WINDING UP AND LIQUIDATION OF THE FUND.
(a) Winding Up. Upon the dissolution of the Fund the Managing General
Partners or a liquidator appointed by the Managing General Partners or, if
no Managing General Partners remain, a liquidator appointed by the
Non-Managing General Partner or, if no General Partners remain, by a
liquidator appointed by a majority in interest of all Limited Partners,
shall wind up the holders of Shares shall continue to share profits and
losses during dissolution in the same manner as before dissolution. The
proceeds from the liquidation of the assets of each Series, after paying or
providing for the payment of all liabilities of the Series and the
allowable costs of dissolution, shall be distributed, to the extent
permitted by the Partnership Act, pro rata among the holders of the Shares
of the relevant Series in proportion to them. Notwithstanding the
foregoing, after dissolution and before termination of the Fund the General
Partners will contribute to the Fund an amount equal to the lesser of (1)
the deficit balances, if any, in their respective Capital Accounts or (2)
the excess of 1.01% of the total capital contributions of the Limited
Partners at the time of dissolution of the Fund over the capital previously
contributed by the General Partners, as long as current law, regulations,
Internal Revenue Service policy or interpretations thereof, in the opinion
of counsel, require such contribution in order to enable the Fund to
qualify as a partnership for federal income tax purposes.
(b) Accountant's Statement. Each of the Partners shall be furnished with
a statement prepared by the Fund's accountants which shall set forth the
assets and liabilities of the Fund as at the date of complete liquidator,
as applicable, have complied with the foregoing distribution plan, the
Limited Partners shall cease to be such, and the Managing General Partners
or the liquidator, as applicable, shall execute, acknowledge and cause to
be filed a Certificate of Cancellation of the Fund.
(c) Gains or Losses during Winding Up. Any gain or loss on disposition of
the properties of any Series during the process of winding up the Fund
shall be credited or charged equally among the outstanding Shares of such
Series in accordance with the allocation methods prescribed in accordance
with Section VII. Any property distributed in kind shall be valued and
treated as though the property were sold and the cash proceeds were
distributed.
(d) Winding Up a Series. The winding up of any Series shall be
accomplished in a manner consistent with the principles of this Section
XIII.
XIV. FUND DOCUMENTATION; AMENDMENT OF AGREEMENT; POWER OF ATTORNEY.
(a) Agreement and other Documentation. The Managing General Partners have
caused the Certificate to be filed and recorded in accordance with the
Partnership Act in the Office of the Secretary of State of the State of
Delaware, and, to the extent they believe it is required by local law, in
the appropriate place in each state in which the Fund may hereafter
establish a place of business. The Managing General Partners shall also
cause to be filed, recorded and published such statements of fictitious
business name and other notices, certificates, statements or other
instruments required by the provisions of any applicable law of the United
States or any state or other jurisdiction which governs the formation of
the Fund or the conduct of its business from time to time.
(b) Amendment of Certificate. The Certificate shall be amended upon the
occurrence of any event requiring amendment thereof under the Partnership
Act.
(c) Amendment of Agreement. Except as otherwise required by this
Agreement, the Partnership Act or the 1940 Act, the Managing General
Partners may amend this Agreement with respect to all matters contained
herein. If any amendment of this Agreement requires the vote of the
Partners, pursuant to a provision hereof or of the Partnership Act or the
1940 Act, then upon the prior affirmative vote of the Managing General
Partners such amendment shall be voted upon as provided for in Sections
X(a) through (d). Such amendments shall have the same force and effect as
if they had received the unanimous approval of the Partners, and any
non-consenting Partner or other holder of Shares will be bound thereby.
Notwithstanding the foregoing, no such amendment shall affect the limited
liability of the Limited Partners. This Agreement need not be amended upon
the admission or withdrawal of any Limited Partners.
(d) Power of Attorney.
(1) Each Limited Partner, by virtue of his purchase of Shares and without
the necessity of executing any documentation, (A) is deemed to have
requested admission as a Limited Partner of the Fund and of any of the
following limited partnerships in which such Limited Partner may
participate in the future by purchasing limited partnership interests
("Fund Shares") therein: (i) Fidelity Yen Performance Portfolio, L.P.;
(ii) Fidelity Sterling Performance Portfolio, L.P.; or (iii) Fidelity
Deutsche Mark Performance Portfolio, L.P. (individually, a "Fidelity
Fund"), and (B) makes, constitutes and appoints each person or party who
shall then or thereafter be serving as a General Partner or as a general
partner of any Fidelity Fund (a "Fund General Partner") his true and lawful
attorney, for him and in his name, place and stead with full power of
substitution, to execute, acknowledge, make, swear to, verify, deliver,
record, file and/or publish (i) this Agreement or any other Fidelity Fund
agreement of limited partnership (a "Fidelity Fund Agreement"), (ii) the
Certificate or any similar document relating to a Fidelity Fund, (iii) any
amendment to this Agreement, a Fidelity Fund Agreement or any other
document to reflect any action of the Partners provided for in this
Agreement or of the partners of a Fidelity Fund ("Fund Partners") provided
for in a Fidelity Fund Agreement, whether or not such Limited Partner voted
in favor of or otherwise consented to such action and (iv) any other
instrument, certificate or document, provided such instrument, certificate
or document is consistent with the terms of this Agreement or any
applicable Fidelity Fund Agreement as then in effect.
(2) Each Limited Partner acknowledges and agrees that the respective terms
of this Agreement and the Fidelity Fund Agreement permit certain amendments
thereof to be effected and certain other actions to be taken or omitted by
or with respect to the Fund or any Fidelity Fund, in each case with the
approval of less than all the Partners or Fund Partners thereof, provided
that the holders of a specified percentage of the Shares held by the
Partners of the Fund or, as applicable, Fund Shares held by the Fund
Partners shall have voted in favor of or otherwise consented to such action
or the Managing General Partners (either of this Fund or, as applicable,
any Fidelity Fund) have so consented. Each Partner is fully aware that he
and each other Partner and Fund Partner have granted this power of attorney
and that all Partners and Fund Partners will rely on the effectiveness of
such powers with the view to the orderly administration of the affairs of
the Fund and/or the Fidelity Funds.
(3) The foregoing grant of authority by a Limited Partner (i) is a special
power of attorney coupled with an interest in favor of the General Partners
and the Fund General Partners and as such shall be irrevocable and shall
survive the death or insanity (or, in the case of a Limited Partner that is
not a natural person, the merger, dissolution or other termination of the
existence) of such Limited Partner, (ii) may be exercised for such Limited
Partner by (a) a facsimile signature of any General Partner or Fund General
Partner, as applicable; (b) listing all Limited Partners or all limited
partners of the applicable Fidelity Fund (the "Fund Limited Partners"),
including the Limited Partner, and executing the relevant instrument by a
facsimile signature of any General Partner or Fund General Partner, as
applicable; or (c) stating that all Limited Partners or Fund Limited
Partners, as applicable, while not specifically named, are executing with
relevant instrument, and executing such instrument with a single signature
or facsimile of any General Partner or Fund General Partner, as applicable,
acting as attorney-in-fact for all of them, and (iii) shall survive the
redemption by such Limited Partner of all or any portion of his Shares
and/or his Fund Shares.
(e) Power of Attorney by Additional Limited Partners. A power of attorney
as described in subsection (d) above may be one of the instruments which
the General Partners, under Section IX, shall require a substituted Limited
Partner to execute as a condition of his admission. Such power of attorney
may be set forth on instructions distributed by the Fund to holders of
Shares of any Series from time to time.
(f) Technical Amendments. No vote, approval or other consent shall be
required of the Partners to amend this Agreement or the Certificate in any
of the following respects: (1) to reflect any change in the amount or
character of the contribution of any Limited Partner or General Partner;
(2) to substitute or remove a Limited Partner; (3) to admit any additional
Limited Partner; (4) to reflect the retirement, resignation, death,
insanity or other withdrawal of a Managing General Partner; (5) to reflect
the termination of the status of a Non-Managing General Partner as a
General Partner; (6) to change the name of the Fund or a Series; or (7) to
correct any false or erroneous statement, or (8) to make a change in any
statement in order that such statement shall accurately represent the
agreement among the General and Limited Partners in this Agreement. Any
amendment reflecting the determination of the remaining General Partners to
continue the business of the Fund upon the retirement, withdrawal, death,
dissolution, bankruptcy, insanity or removal of a General Partner need be
signed only by or on behalf of any one remaining Managing General Partner.
The execution of any such amendment on behalf of a Partner may be effected
by his attorney-in-fact.
XV. MISCELLANEOUS MATTERS.
(a) Use of the Name "Fidelity". Fidelity Management & Research Company
("FMR") has consented to the use by the Fund or any Series of the
identifying word "Fidelity" in the name of the Fund or any Series at some
future date. Such consent is conditioned upon the continued employment of
FMR as investment adviser of each Series. As between the Fund and FMR, FMR
controls the use of the name of the Fund insofar as such name contains the
identifying word "Fidelity." FMR may from time to time use the identifying
word "Fidelity" in other connections and for other purposes, including,
without limitation, in the names of other investment companies,
corporations or businesses which it may manage, advise, sponsor or own or
in which it may have a financial interest FMR may require the Fund or any
Series to cease using the identifying word "Fidelity" in the name of the
Fund or such Series if the Fund or such Series ceases to employ FMR or a
subsidiary or affiliate thereof as investment adviser.
(b) Custodian. All assets of the Fund shall be held by a custodian
meeting the requirements of the 1940 Act and may be registered in the name
of the Fund or such custodian or a nominee. The terms of the custodian
agreement shall be determined by the Managing General Partners, which terms
shall be in accordance with the 1940 Act.
(c) Independent Activities. Each Partner reserves the right to conduct
activities similar to those conducted by the Fund.
(d) Interested Partners. The fact that a General Partner or one or more
of the Limited Partners is directly or indirectly interested in or
connected with any company or person with which or with whom the Fund may
have dealings, including, but not limited to, any company which renders
investment advisory, share transfer or related services, shall not preclude
such dealings or make them void or voidable, and the Fund or any of the
Partners shall not have any rights in or to such dealings or any profits
derived therefrom except any such rights as may inure under the 1940 Act.
(e) Tax Election. No election shall be made by any Partner to be excluded
from the application of the provisions of Subchapter K of the Code or from
any similar provisions of state laws, and no such election shall be made by
the Fund.
(f) Insurance. The Managing General Partners shall procure and maintain
insurance concerning the Fund's activities an amount and covering such
risks as may be appropriate in the judgment of the Managing General
Partners.
(g) Limitation of Liability. In connection with entering into any
contract, loan agreement, instrument or other document on behalf of the
Fund or any Series with a third party, the Managing General Partners shall
have the absolute right to include therein provisions to the effect that
such contract, loan agreement, instrument or other document constitutes a
nonrecourse obligation of the Fund or such Series only and that the
Managing General Partners shall have no liability thereon or thereunder,
and in any such case such third parties contracting with, extending credit
to or having claims against the Fund or such Series shall look only to the
assets of the Fund or such Series, as the case may be, for payment, and
neither the Partners, nor the Fund's officers, employees, agents or
delegates, whether past, present or future, shall be personally liable
therefor.
(h) Notices. All notices required or permitted to be given under this
Agreement in writing shall be given to the parties at the addresses set
forth on Schedule "A" to this Agreement or the most recent address provided
by any holder of Shares to the Fund, or at such other address as any of the
parties may hereafter specify in writing to the Fund.
(i) Captions. Section and Paragraph titles or captions contained in this
Agreement are inserted only as a matter of convenience and for reference
and in no way define, limit, extend or describe the scope of this Agreement
or the intend of any provisions hereof.
(j) Variations in Pronouns. All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, and to the
singular or plural, as the identity of the person or persons may require.
(k) Binding Agreement. This Agreement shall be binding on all of the
parties hereto, notwithstanding that all of the parties have not executed
the same document.
(l) Benefit. Except as herein otherwise provided to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties
signatory hereto and their respective heirs, executors, guardians,
representatives, successors and assigns.
(m) Nonrecourse Creditors. No creditor making a nonrecourse loan to the
Fund or any Series shall, by reason thereof, acquire any direct or indirect
interest in the profits, capital or property of the Fund or such Series
other than as a secured creditor.
(n) Agent for Service of Process. The Managing General Partners shall
take whatever action is necessary to designate an agent in Delaware upon
whom service of process upon the Fund may lawfully be made.
(o) Principles of Construction; Severability. This Agreement shall be
construed to the maximum extent possible to comply with all applicable
provisions of the 1940 Act and the Partnership Act. If, nevertheless, it
shall be determined by a court of competent jurisdiction that any provision
or wording of this Agreement shall be invalid or unenforceable under the
1940 Act, the Partnership Act or other applicable law, such invalidity or
unenforceability shall not invalidate the entire Agreement. In that case,
this Agreement shall be construed so as to limit any term or provision so
as to make it enforceable or valid within the requirements of such law,
and, in the event such term or provision cannot be so limited, this
Agreement shall be construed to omit such invalid or unenforceable
provision.
(p) Delaware Law. It is the intention of the parties that the internal
laws of the State of Delaware shall govern the validity of this Agreement,
the construction of its terms and the interpretation of the rights and
duties of the parties.
(q) Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the
subject matter hereof, and, except for any other written agreements and
representations which the Managing General Partners may require of the
Partners, there are no other agreements, understandings, restrictions,
representations or warranties among the parties other than those set forth
herein.
Exhibit 5
MANAGEMENT CONTRACT
between
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 1st day of December 1990, by and between Fidelity
Sterling Performance Portfolio, L.P., a Delaware limited partnership which
may issue one or more series of partnership interests (hereinafter called
the "Fund"), on behalf of its single existing series of partnership
interests (hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Managing General Partners, 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 Managing General Partners 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 Managing
General Partners.
(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 Managing General Partners, 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 Managing General Partners may request
from time to time or as the Adviser may deem to be desirable. The Adviser
shall make recommendations to the Fund's Managing General Partners with
respect to Fund policies, and shall carry out such policies as are adopted
by the Managing General Partners. The Adviser shall, subject to review by
the Managing General Partners, 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, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the 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 Managing General Partners 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 Managing General Partners, officers and
shareholders of the Fund are or may be or become interested in the Adviser
as directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly interested in
the Fund, and that the Adviser may be or become interested in the Fund as a
shareholder or otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a monthly management fee at the annual rate of 1/2 of 1% of
the average daily net assets of the Portfolio throughout the month;
provided that in the case of initiation or termination of this contract
during any month, the fee for the month shall be reduced proportionately on
the basis of the number of business days during which it is in effect and
the fee computed upon the average net assets for the business days it is so
in effect for that month.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Managing General
Partners other than those who are "interested persons" of the Fund or the
Adviser; (iv) legal and audit expenses; (v) custodian, registrar and
trasfer 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, and 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 related 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 Managing General Partners 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 May 31, 1991
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Managing General Partners of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Managing General
Partners 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 Managing General Partners, 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 Agreement of Limited
Partnership 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 Managing General Partners or
any individual Managing General Partner. The Adviser understands that the
rights and obligations of any Portfolio under the Agreement of Limited
Partnership are separate and distinct from those of any and all other
Portfolios.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
FIDELITY STERLING PERFORMANCE
PORTFOLIO, L.P.
By /s/ J. Gary Burkhead
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/ J. Gary Burkhead
President
Exhibit 6(a)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 25th day of April, 1989, between Fidelity Sterling
Performance Portfolio, L.P., a Delaware Limited Partnership ("Issuer"), and
Fidelity Distributors Corporation, a Massachusetts corporation having its
principal place of business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer. However, all sums of
money received by the Distributor as a result of such purchases and sales
or expenses of the Distributor in connection with such activity, be paid
over by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Managing General Partners of the Issuer shall determine it
advisable to qualify such shares for sale (including registering the Issuer
as a broker or dealer or any officer of the Issuer as agent or salesman in
any state), (c) of preparing, setting in type, printing and mailing any
report or other communication to shareholders of the Issuer in their
capacity as such, and (d) of preparing, setting in type, printing and
mailing Prospectuses, Statements of Additional Information and any
supplements thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Managing General Partners and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any
alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the 1933 Act or any other statute or
common law, alleging any wrongful act of the Distributor or any of its
employees or alleging that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading, insofar as the statement or omission was
made in reliance upon, and in conformity with information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the indemnity
of the Distributor in favor of the Issuer or any person indemnified to be
deemed to protect the Issuer or any person against any liability to which
the Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Distributor to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Issuer or any person indemnified unless the Issuer or person,
as the case may be, shall have notified the Distributor in writing of the
claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Issuer or any such person (or after the Issuer or such
person shall have received notice of service on any designated agent).
However, failure to notify the Distributor of any claim shall not relieve
the Distributor from any liability which it may have to the Issuer or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. In the case of any notice
to the Distributor, it shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of any
suit brought to enforce the claim, but if the Distributor elects to assume
the defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Managing General Partners
and to any controlling person or persons, defendant or defendants in the
suit. In the event that the Distributor elects to assume the defense of
any suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the Issuer, officers and
Managing General Partners or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Distributor agrees to notify the Issuer promptly of
the commencement of any litigation or proceedings against it in connection
with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1990 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Managing General Partners of the
Issuer, and by the vote of those Managing General Partners 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 Managing General Partners of the Issuer who are not "interested
persons" of the Issuer and who are not parties to the Distribution and
Service Plan or this Agreement and have no financial interest in the
operation of the Distribution and Service Plan or in any agreements related
to the Distribution and Service Plan, cast in person at a meeting called
for the purpose of voting on the approval. This Agreement shall
automatically terminate in the event of its assignment. As used in this
paragraph, the terms "assignment" and "interested persons" shall have the
respective meanings specified in the Investment Company Act of 1940 as now
in effect or as hereafter amended. In addition to termination by failure
to approve continuance or by assignment, this Agreement may at any time be
terminated by either party upon not less than sixty days' prior written
notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Agreement of
Limited Partnership or other organizational document of the Issuer and
agrees that the obligations assumed by the Issuer under this contract shall
be limited in all cases to the Issuer and its assets. The Distributor
shall not seek satisfaction of any such obligation from the shareholders or
any shareholder of the Issuer. Nor shall the Distributor seek satisfaction
of any such obligation from the Managing General Partners or any individual
Managing General Partner of the Issuer. The Distributor understands that
the rights and obligations of each series of shares of the Issuer under the
Issuer's Agreement of Limited Partnership or other organizational document
are separate and distinct from those of any and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf by
one of its officers duly authorized, as of the day and year first above
written.
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
Attest: /s/ Arthur S. Loring By J. Gary Burkhead
Secretary
FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/ Arthur S. Loring By /s/ Roger A. Lawson
Secretary
Exhibit 6(b)
AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
Effective May 10, 1994, Paragraph 8 of the General Distribution Agreement
between each of the fund or portfolios indicated on the attached Schedule A
shall be amended to read in full as follows:
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
Signed on behalf of each of the funds or portfolios identified on Schedule
A.
On Behalf of Each of the Funds or Portfolios:
Attest: /s/ Arthur S. Loring By: /s/ J. Gary Burkhead
Secretary
FIDELITY DISTRIBUTORS CORPORATION:
Attest: /s/ Arthur S. Loring By: /s/ Kurt A. Lange
Secretary
AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
Schedule A
Fidelity Deutsche Mark Performance Portfolio, L.P.
Fidelity Dividend Growth Fund
Fidelity Diversified International Fund
Fidelity Emerging Markets Fund
Fidelity Connecticut Municipal Money Market Portfolio
Fidelity Fifty
Fidelity Government Securities Fund
Fidelity Select Natural Gas Portfolio
Fidelity New Markets Income Fund
Fidelity New Millennium Fund
Fidelity Short-Intermediate Government Fund
Fidelity Short-Term World Income Fund
Fidelity Small Cap Stock Fund
Fidelity Aggressive Municipal Fund
Spartan Connecticut Municipal High Yield Portfolio
Spartan Ginnie Mae Fund
Spartan High Income Fund
Spartan Intermediate Municipal Fund
Spartan Investment Grade Bond Fund
Spartan Massachusetts Money Market Fund
Spartan Short-Term Income Fund
Fidelity Sterling Performance Portfolio, L.P.
Fidelity Worldwide Fund
Fidelity Yen Performance Portfolio, L.P.
Exhibit 8(a)
CUSTODIAN AGREEMENT
Dated as of: July 18, 1991
Between
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
and
THE CHASE MANHATTAN BANK, N.A.
TABLE OF CONTENTS
ARTICLE
Page
I. APPOINTMENT OF CUSTODIAN 1
II. POWERS AND DUTIES OF CUSTODIAN 1
2.01 Safekeeping 1
2.02 Manner of Holding Securities 1
2.03 Security Purchases 2
2.04 Exchanges of Securities 2
2.05 Sales of Securities 2
2.06 Depositary Receipts 3
2.07 Exercise of Rights; Tender Offers 3
2.08 Stock Dividends, Rights, Etc. 3
2.09 Options 3
2.10 Futures Contracts 4
2.11 Borrowing 4
2.12 Interest Bearing Deposits 4
2.13 Foreign Exchange Transactions 5
2.14 Securities Loans 5
2.15 Collections 5
2.16 Dividends, Distributions and Redemptions 6
2.17 Proceeds from Shares Sold 6
2.18 Proxies, Notices, Etc. 6
2.19 Bills and Other Disbursements 6
2.20 Nondiscretionary Functions 6
2.21 Bank Accounts 6
2.22 Deposit of Fund Assets in Securities Systems 7
2.23 Other Transfers 8
2.24 Establishment of Segregated Account 8
2.25 Custodian's Books and Records . 8
2.26 Opinion of Fund's Independent Certified Public
Accountants 9
2.27 Reports of Independent Certified Public Accountants 9
2.28 Overdraft Facility 9
III. PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS 10
3.01 Proper Instructions and Special Instructions 10
3.02 Authorized Persons 10
3.03 Persons Having Access to Assets of the Portfolios 10
3.04 Actions of the Custodian Based on Proper Instructions and
Special Instructions 11
IV. SUBCUSTODIANS 11
4.01 Domestic Subcustodians 11
4.02 Foreign Subcustodians and Interim Subcustodians 11
4.03 Special Subcustodians 12
4.04 Termination of a Subcustodian 13
4.05 Certification Regarding Foreign Subcustodians 13
V. STANDARD OF CARE; INDEMNIFICATION 13
5.01 Standard of Care 13
5.02 Liability of Custodian for Actions of Other Persons 14
5.03 Indemnification 15
5.04 Investment Limitations 15
5.05 Fund's Right to Proceed 16
VI. COMPENSATION 16
VII. TERMINATION 16
7.01 Termination of Agreement in Full 16
7.02 Termination as to One or More Portfolios 17
VIII. DEFINED TERMS 17
IX. MISCELLANEOUS 18
9.01 Execution of Documents, Etc 18
9.02 Representative Capacity; Nonrecourse Obligations 18
9.03 Several Obligations of the Portfolios 18
9.04 Representations and Warranties 18
9.05 Entire Agreement 19
9.06 Waivers and Amendments 19
9.07 Interpretation 19
9.08 Captions 20
9.09 Governing Law 20
9.10 Notices 20
9.11 Assignment 20
9.12 Counterparts 20
9.13 Confidentiality; Survival of Obligations 20
APPENDICES
Appendix "A" - List of Portfolios
Appendix "B" - List of Foreign Subcustodians
and Special Subcustodians
Appendix "C" - Procedures Relating to
Custodian's Security Interest
CUSTODIAN AGREEMENT
AGREEMENT made as of the 18th day of July, 1991 between Fidelity Sterling
Performance Portfolio, L.P. (the "Fund") and The Chase Manhattan Bank, N.A.
(the "Custodian").
W I T N E S S E T H
WHEREAS, the Fund may, from time to time organize one or more series of
shares, in addition to the series set forth in Appendix "A" attached
hereto, each of which shall represent an interest in a separate portfolio
of cash, securities and other assets (all such existing and additional
series now or hereafter listed on Appendix "A" being hereinafter referred
to individually, as a "Portfolio," and collectively, as the "Portfolios");
and
WHEREAS, the Fund desires to appoint the Custodian as custodian on behalf
of the Portfolios in accordance with the provisions of the Investment
Company Act of 1940 (the "1940 Act") and the rules and regulations
thereunder, under the terms and conditions set forth in this Agreement, and
the Custodian has agreed so to act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT OF CUSTODIAN
On behalf of the Portfolios, the Fund hereby employs and appoints the
Custodian as a custodian, subject to the terms and provisions of this
Agreement. The Fund shall deliver to the Custodian, or shall cause to be
delivered to the Custodian, cash, securities and other assets owned by the
Portfolios from time to time during the term of this Agreement and shall
specify the Portfolio to which such cash, securities and other assets are
to be specifically allocated.
ARTICLE II
POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and duties
set forth in this Article II. Pursuant to and in accordance with Article
IV hereof, the Custodian may appoint one or more Subcustodians (as
hereinafter defined) to exercise the powers and perform the duties of the
Custodian set forth in this Article II and references to the Custodian in
this Article II shall include any Subcustodian so appointed.
Section 2.01. Safekeeping. The Custodian shall keep safely all cash,
securities and other assets of the Portfolios delivered to the Custodian
and, on behalf of the Portfolios, the Custodian shall, from time to time,
accept delivery of cash, securities and other assets for safekeeping.
Section 2.02. Manner of Holding Securities.
(a) The Custodian shall at all times hold securities of the Portfolios
either: (i) by physical possession of the share certificates or other
instruments representing such securities in registered or bearer form; or
(ii) in book-entry form by a Securities System (as hereinafter defined) in
accordance with the provisions of Section 2.22 below.
(b) The Custodian shall at all times hold registered securities of each
Portfolio in the name of the Custodian, the Portfolio or a nominee of
either of them, unless specifically directed by Proper Instructions to hold
such registered securities in so-called street name; provided that, in any
event, all such securities and other assets shall be held in an account of
the Custodian containing only assets of a Portfolio, or only assets held by
Custodian as a fiduciary or custodian for customers, and provided further,
that the records of the Custodian shall indicate at all times the Portfolio
or other customer for which such securities and other assets are held in
such account and the respective interests therein.
Section 2.03. Security Purchases. Upon receipt of Proper Instructions
(as hereinafter defined), the Custodian shall pay for and receive
securities purchased for the account of a Portfolio, provided that payment
shall be made by Custodian only upon receipt of the securities: (a) by the
Custodian; (b) by a clearing corporation of a national securities exchange
of which the Custodian is a member; or (c) by a Securities System.
Notwithstanding the foregoing, upon receipt of Proper Instructions: (i) in
the case of a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the Securities System
that the securities underlying such repurchase agreement have been
transferred by book-entry into the Account (as hereinafter defined)
maintained with such Securities System by the Custodian, provided that the
Custodian's instructions to the Securities system require that the
Securities System may make payment of such funds to the other party to the
repurchase agreement only upon transfer by book-entry of the securities
underlying the repurchase agreement into the Account; (ii) in the case of
time deposits, call account deposits, currency deposits, and other
deposits, foreign exchange transactions, futures contracts or options,
pursuant to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may
make payment therefor before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; and (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. 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; and (ii) in the case of
securities held in physical form, such securities shall be delivered and
paid for in accordance with "street delivery custom" to a broker or its
clearing agent, against delivery to the Custodian of a receipt for such
securities, provided that the Custodian shall have taken reasonable steps
to ensure prompt collection of the payment for, or the return of, such
securities by the broker or its clearing agent, and provided further that
the Custodian shall not be responsible for the selection of or the failure
or inability to perform of such broker or its clearing agent.
Section 2.06. Depositary Receipts. Upon receipt of Proper Instructions,
the Custodian shall surrender securities to the depositary used for such
securities by an issuer of American Depositary Receipts or International
Depositary Receipts (hereinafter referred to, collectively, as "ADRs"),
against a written receipt therefor adequately describing such securities
and written evidence satisfactory to the Custodian that the depositary has
acknowledged receipt of instructions to issue ADRs with respect to such
securities in the name of the Custodian or a nominee of the Custodian, for
delivery to the Custodian at such place as the Custodian may from time to
time designate. Upon receipt of Proper Instructions, the Custodian shall
surrender ADRs to the issuer thereof, against a written receipt therefor
adequately describing the ADRs surrendered and written evidence
satisfactory to the Custodian that the issuer of the ADRs has acknowledged
receipt of instructions to cause its depository to deliver the securities
underlying such ADRs to the Custodian.
Section 2.07. Exercise of Rights; Tender Offers. Upon receipt of Proper
Instructions, the Custodian shall: (a) deliver warrants, puts, calls,
rights or similar securities to the issuer or trustee thereof, or to the
agent of such issuer or trustee, for the purpose of exercise or sale,
provided that the new securities, cash or other assets, if any, acquired as
a result of such actions are to be delivered to the Custodian; and (b)
deposit securities upon invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered to the
Custodian, or the tendered securities are to be returned to the Custodian.
Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all necessary action, unless otherwise directed to the
contrary in Proper Instructions, to comply with the terms of all mandatory
or compulsory exchanges, calls, tenders, redemptions, or similar rights of
security ownership, and shall promptly notify the Fund of such action in
writing by facsimile transmission or in such other manner as the Fund and
Custodian may agree in writing.
Section 2.08. Stock Dividends, Rights, Etc. The Custodian shall receive
and collect all stock dividends, rights and other items of like nature and,
upon receipt of Proper Instructions, take action with respect to the same
as directed in such Proper Instructions.
Section 2.09. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement between the Custodian, any
registered broker-dealer and, if necessary, the Fund relating to compliance
with the rules of the Options Clearing Corporation or of any registered
national securities exchange or similar organization(s), the Custodian
shall: (a) receive and retain confirmations or other documents, if any,
evidencing the purchase or writing of an option on a security or securities
index by a Portfolio; (b) deposit and maintain in a segregated account,
securities (either physically or by book-entry in a Securities System),
cash or other assets; and (c) pay, release and/or transfer such securities,
cash or other assets in accordance with notices or other communications
evidencing the expiration, termination or exercise of such options
furnished by the Options Clearing Corporation, the securities or options
exchange on which such options are traded, or such other organization as
may be responsible for handling such option transactions. The Fund and the
broker-dealer shall be responsible for the sufficiency of assets held in
any segregated account established in compliance with applicable margin
maintenance requirements and the performance of other terms of any option
contract.
Section 2.10. Futures Contracts. Upon receipt of Proper Instructions, or
pursuant to the provisions of any futures margin procedural agreement among
the Fund, on behalf of any Portfolio, the Custodian and any futures
commission merchant (a "Procedural Agreement"), the Custodian shall: (a)
receive and retain confirmations, if any, evidencing the purchase or sale
of a futures contract or an option on a futures contract by a Portfolio;
(b) deposit and maintain in a segregated account, cash, securities and
other assets designated as initial, maintenance or variation "margin"
deposits intended to secure the Portfolio's performance of its obligations
under any futures contracts purchased or sold or any options on futures
contracts written by the Portfolio, in accordance with the provisions of
any Procedural Agreement designed to comply with the rules of the Commodity
Futures Trading Commission and/or any commodity exchange or contract market
(such as the Chicago Board of Trade), or any similar organization(s),
regarding such margin deposits; and (c) release assets from and/or transfer
assets into such margin accounts only in accordance with any such
Procedural Agreements. The Fund and such futures commission merchant shall
be responsible for the sufficiency of assets held in the segregated account
in compliance with applicable margin maintenance requirements and the
performance of any futures contract or option on a futures contract in
accordance with its terms.
Section 2.11. Borrowing. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of a Portfolio to lenders or their
agents, or otherwise establish a segregated account as agreed to by the
Fund and the Custodian, as collateral for borrowings effected by the Fund
on behalf of a Portfolio, provided that such borrowed money is payable by
the lender (a) to or upon the Custodian's order, as Custodian for such
Portfolio, and (b) concurrently with delivery of such securities.
Section 2.12. Interest Bearing Deposits.
Upon receipt of Proper Instructions directing the Custodian to purchase
interest bearing fixed term and call deposits (hereinafter referred to
collectively, as "Interest Bearing Deposits") for the account of a
Portfolio, the Custodian shall purchase such Interest Bearing Deposits in
the name of a Portfolio with such banks or trust companies (including the
Custodian, any Subcustodian or any subsidiary or affiliate of the
Custodian) (hereinafter referred to as "Banking Institutions") and in such
amounts as the Fund may direct pursuant to Proper Instructions. Such
Interest Bearing Deposits may be denominated in U.S. Dollars or other
currencies, as the Fund may determine and direct pursuant to Proper
Instructions. The Custodian shall include in its records with respect to
the assets of each Portfolio appropriate notation as to the amount and
currency of each such Interest Bearing Bank Deposit, the accepting Banking
Institution and all other appropriate details, and shall retain such forms
of advice or receipt evidencing such account, if any, as may be forwarded
to the Custodian by the Banking Institution. The responsibilities of the
Custodian to the Fund for Interest Bearing Deposits accepted on the
Custodian's books in the United States shall be that of a U.S. bank for a
similar deposit. With respect to Interest Bearing Deposits other than
those accepted on the Custodian's books, (a) the Custodian shall be
responsible for the collection of income as set forth in Section 2.15 and
the transmission of cash and instructions to and from such accounts; and
(b) the Custodian shall have no duty with respect to the selection of the
Banking Institution or, so long as the Custodian acts in accordance with
Proper Instructions, for the failure of such Banking Institution to pay
upon demand. Upon receipt of Proper Instructions, the Custodian shall take
such reasonable actions as the Fund deems necessary or appropriate to cause
each such Interest Bearing Deposit Account to be insured to the maximum
extent possible by all applicable deposit insurers including, without
limitation, the Federal Deposit Insurance Corporation.
Section 2.13. Foreign Exchange Transactions
(a) Foreign Exchange Transactions Other than as Principal. Upon receipt
of Proper Instructions, the Custodian shall settle foreign exchange
contracts or options to purchase and sell foreign currencies for spot and
future delivery on behalf of and for the account of a Portfolio with such
currency brokers or Banking Institutions as the Fund may determine and
direct pursuant to Proper Instructions. The Custodian shall be responsible
for the transmission of cash and instructions to and from the currency
broker or Banking Institution with which the contract or option is made,
the safekeeping of all certificates and other documents and agreements
evidencing or relating to such foreign exchange transactions and the
maintenance of proper records as set forth in Section 2.25. The Custodian
shall have no duty with respect to the selection of the currency brokers or
Banking Institutions with which the Fund deals or, so long as the Custodian
acts in accordance with Proper Instructions, for the failure of such
brokers or Banking Institutions to comply with the terms of any contract or
option.
(b) Foreign Exchange Contracts as Principal. The Custodian shall not be
obligated to enter into foreign exchange transactions as principal.
However, if the Custodian has made available to the Fund its services as a
principal in foreign exchange transactions, upon receipt of Proper
Instructions, the Custodian shall enter into foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future
delivery on behalf of and for the account of a Portfolio with the Custodian
as principal. The Custodian shall be responsible for the selection of the
currency brokers or Banking Institutions and the failure of such currency
brokers or Banking Institutions to comply with the terms of any contract or
option.
(c) Payments. Notwithstanding anything to the contrary contained herein,
upon receipt of Proper Instructions the Custodian may, in connection with a
foreign exchange contract, make free outgoing payments of cash in the form
of U.S. Dollars or foreign currency prior to receipt of confirmation of
such foreign exchange contract or confirmation that the countervalue
currency completing such contract has been delivered or received.
Section 2.14. Securities Loans. Upon receipt of Proper Instructions, the
Custodian shall, in connection with loans of securities by a Portfolio,
deliver securities of such Portfolio to the borrower thereof prior to
receipt of the collateral, if any, for such borrowing; provided that, in
cases of loans of securities secured by cash collateral, the Custodian's
instructions to the Securities System shall require that the Securities
System deliver the securities of the Portfolio to the borrower thereof only
upon receipt of the collateral for such borrowing.
Section 2.15. Collections. The Custodian shall, and shall cause any
Subcustodian to: (a) collect amounts due and payable to the Fund with
respect to portfolio securities and other assets of each Portfolio; (b)
promptly credit to the account of each Portfolio all income and other
payments relating to portfolio securities and other assets held by the
Custodian hereunder upon Custodian's receipt of such income or payments or
as otherwise agreed in writing by the Custodian and the Fund; (c) promptly
endorse and deliver any instruments required to effect such collections;
and (d) promptly execute ownership and other certificates and affidavits
for all federal, state and foreign tax purposes in connection with receipt
of income or other payments with respect to portfolio securities and other
assets of each Portfolio, or in connection with the transfer of such
securities or other assets; provided, however, that with respect to
portfolio securities registered in so-called street name, the Custodian
shall use its best efforts to collect amounts due and payable to the Fund.
The Custodian shall promptly notify the Fund in writing by facsimile
transmission or in such other manner as the Fund and Custodian may agree in
writing if any amount payable with respect to portfolio securities or other
assets of the Portfolios is not received by the Custodian when due. The
Custodian shall not be responsible for the collection of amounts due and
payable with respect to portfolio securities or other assets that are in
default.
Section 2.16. Dividends, Distributions and Redemptions. The Custodian
shall promptly release funds or securities: (a) upon receipt of Proper
Instructions, to one or more Distribution Accounts designated by the Fund
in such Proper Instructions; or (b) upon receipt of Special Instructions,
as otherwise directed by the Fund, for the purpose of the payment of
dividends or other distributions to shareholders of the Portfolios, and
payment to shareholders who have requested repurchase or redemption of
their shares of the Portfolio(s) (collectively, the "Shares"). For
purposes of this Agreement, a "Distribution Account" shall mean an account
established at a Banking Institution designated by the Fund in Special
Instructions.
Section 2.17. Proceeds from Shares Sold. The Custodian shall receive
funds representing cash payments received for Shares issued or sold from
time to time by the Fund, and shall promptly credit such funds to the
account(s) of the applicable Portfolio(s). The Custodian shall promptly
notify the Fund of Custodian's receipt of cash in payment for Shares issued
by the Fund by facsimile transmission or in such other manner as the Fund
and Custodian may agree in writing. Upon receipt of Proper Instructions,
the Custodian shall: (a) deliver all federal funds received by the
Custodian in payment for Shares in payment for such investments as may be
set forth in such Proper Instructions and at a time agreed upon between the
Custodian and the Fund; and (b) make federal funds available to the Fund as
of specified times agreed upon from time to time by the Fund and the
Custodian, in the amount of checks received in payment for Shares which are
deposited to the accounts of the Portfolios.
Section 2.18. Proxies, Notices, Etc. The Custodian shall deliver to the
Fund, in the most expeditious manner practicable, all forms of proxies, all
notices of meetings, and any other notices or announcements affecting or
relating to securities owned by the Portfolios that are received by the
Custodian, any Subcustodian, or any nominee of either of them, and, upon
receipt of Proper Instructions, the Custodian shall execute and deliver, or
cause such Subcustodian or nominee to execute and deliver, such proxies or
other authorizations as may be required. Except as directed pursuant to
Proper Instructions, neither the Custodian nor any Subcustodian or nominee
shall vote upon any such securities, or execute any proxy to vote thereon,
or give any consent or take any other action with respect thereto.
Section 2.19. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, all bills,
statements, or other obligations of the Portfolios.
Section 2.20. Nondiscretionary Functions. The Custodian shall attend to
all nondiscretionary details in connection with the sale, exchange,
substitution, purchase, transfer or other dealings with securities or other
assets of the Portfolios held by the Custodian, except as otherwise
directed from time to time pursuant to Proper Instructions.
Section 2.21. Bank Accounts
(a) Accounts with the Custodian and any Subcustodians. The Custodian shall
open and operate a bank account or accounts (hereinafter referred to
collectively, as "Bank Accounts") on the books of the Custodian or any
Subcustodian provided that such account(s) shall be in the name of the
Custodian or a nominee of the Custodian, for the account of a Portfolio,
and shall be subject only to the draft or order of the Custodian; provided
however, that such Bank Accounts in countries other than the United States
may be held in an account of the Custodian containing only assets held by
the Custodian as a fiduciary or custodian for customers, and provided
further, that the records of the Custodian shall indicate at all times the
Portfolio or other customer for which such securities and other assets are
held in such account and the respective interests therein. Such Bank
Accounts may be denominated in either U.S. Dollars or other currencies.
The responsibilities of the Custodian to the Fund for deposits accepted on
the Custodian's books in the United States shall be that of a U.S. bank for
a similar deposit. The responsibilities of the Custodian to the Fund for
deposits accepted on any Subcustodian's books shall be governed by the
provisions of Section 5.02.
(b) Accounts With Other Banking Institutions. The Custodian may open and
operate Bank Accounts on behalf of a Portfolio, in the name of the
Custodian or a nominee of the Custodian, at a Banking Institution other
than the Custodian or any Subcustodian, provided that such account(s) shall
be in the name of the Custodian or a nominee of the Custodian, for the
account of a Portfolio, and shall be subject only to the draft or order of
the Custodian; provided however, that such Bank Accounts may be held in an
account of the Custodian containing only assets held by the Custodian as a
fiduciary or custodian for customers, and provided further, that the
records of the Custodian shall indicate at all times the Portfolio or other
customer for which such securities and other assets are held in such
account and the respective interests therein. Such Bank Accounts may be
denominated in either U.S. Dollars or other currencies. Subject to the
provisions of Section 5.01(a), the Custodian shall be responsible for the
selection of the Banking Institution and for the failure of such Banking
Institution to pay according to the terms of the deposit.
(c) Deposit Insurance. Upon receipt of Proper Instructions, the Custodian
shall take such reasonable actions as the Fund deems necessary or
appropriate to cause each deposit account established by the Custodian
pursuant to this Section 2.21 to be insured to the maximum extent possible
by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation.
Section 2.22. Deposit of Fund Assets in Securities Systems. The
Custodian may deposit and/or maintain domestic securities owned by the
Portfolios in: (a) The Depository Trust Company; (b) the Participants
Trust Company; (c) any book-entry system as provided in (i) Subpart O of
Treasury Circular 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 the
Fund has previously approved by Special Instructions (as hereinafter
defined) (each of the foregoing being referred to in this Agreement as a
"Securities System"). Use of a Securities System shall be in accordance
with applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:
(A) The Custodian may deposit and/or maintain securities held hereunder
in a Securities System, provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System which Account
shall not contain any assets of the Custodian other than assets held as a
fiduciary, custodian, or otherwise for customers.
(B) The books and records of the Custodian shall at all times identify
those securities belonging to each Portfolio which are maintained in a
Securities System.
(C) The Custodian shall pay for securities purchased for the account of a
Portfolio only upon (w) receipt of advice from the Securities System that
such securities have been transferred to the Account of the Custodian, and
(x) the making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of such Portfolio. The Custodian
shall transfer securities sold for the account of a Portfolio only upon (y)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account of the Custodian, and (z)
the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of such Portfolio. Copies of all
advices from the Securities System relating to transfers of securities for
the account of a Portfolio shall identify such Portfolio, shall be
maintained for the Portfolio by the Custodian. The Custodian shall deliver
to the Fund on the next succeeding business day daily transaction reports
which shall include each day's transactions in the Securities System for
the account of each Portfolio. Such transaction reports shall be delivered
to the Fund or any agent designated by the Fund pursuant to Proper
Instructions, by computer or in such other manner as the Fund and Custodian
may agree in writing.
(D) The Custodian shall, if requested by the Fund pursuant to Proper
Instructions, provide the Fund with all reports obtained by the Custodian
or any Subcustodian with respect to a Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System.
(E) Upon receipt of Special Instructions, the Custodian shall terminate
the use of any Securities System (except the federal book-entry system) on
behalf of any Portfolio as promptly as practicable and shall take all
actions reasonably practicable to safeguard the securities of the
Portfolios maintained with such Securities System.
Section 2.23. Other Transfers. Upon receipt of Special Instructions, the
Custodian shall make such other dispositions of securities, funds or other
property of the Portfolios in a manner or for purposes other than as
expressly set forth in this Agreement, provided that the Special
Instructions relating to such disposition shall include a statement of the
purpose for which the delivery is to be made, the amount of funds and/or
securities to be delivered, and the name of the person or persons to whom
delivery is to be made, and shall otherwise comply with the provisions of
Sections 3.01 and 3.03 hereof.
Section 2.24. Establishment of Segregated Account. Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its
books a segregated account or accounts for and on behalf of a Portfolio,
into which account or accounts may be transferred cash and/or securities or
other assets of such Portfolio, including securities maintained by the
Custodian in a Securities System pursuant to Section 2.22 hereof, said
account or accounts to be maintained: (a) for the purposes set forth in
Sections 2.09, 2.10 and 2.11 hereof; (b) for the purposes of compliance by
the Fund with the procedures required by Investment Company Act Release No.
10666, or any subsequent release or releases of the SEC relating to the
maintenance of segregated accounts by registered investment companies; or
(c) for such other purposes as set forth, from time to time, in Special
Instructions.
Section 2.25. Custodian's Books and Records. The Custodian shall provide
any assistance reasonably requested by the Fund in the preparation of
reports to Fund shareholders and others, audits of accounts, and other
ministerial matters of like nature. The Custodian shall maintain complete
and accurate records with respect to securities and other assets held for
the accounts of the Portfolios as required by the rules and regulations of
the SEC applicable to investment companies registered under the 1940 Act,
including: (a) journals or other records of original entry containing a
detailed and itemized daily record of all receipts and deliveries of
securities (including certificate and transaction identification numbers,
if any), and all receipts and disbursements of cash; (b) ledgers or other
records reflecting (i) securities in transfer, (ii) securities in physical
possession, (iii) securities borrowed, loaned or collateralizing
obligations of the Portfolios, (iv) monies borrowed and monies loaned
(together with a record of the collateral therefor and substitutions of
such collateral), and (v) dividends and interest received; and (c)
cancelled checks and bank records related thereto. The Custodian shall
keep such other books and records of the Fund as the Fund shall reasonably
request. All such books and records maintained by the Custodian shall be
maintained in a form acceptable to the Fund and in compliance with the
rules and regulations of the SEC, including, but not limited to, books and
records required to be maintained by Section 31(a) of the 1940 Act and the
rules and regulations from time to time adopted thereunder. All books and
records maintained by the Custodian pursuant to this Agreement shall at all
times be the property of the Fund and shall be available during normal
business hours for inspection and use by the Fund and its agents,
including, without limitation, its independent certified public
accountants. Notwithstanding the preceding sentence, the Funds shall not
take any actions or cause the Custodian to take any actions which would
cause, either directly or indirectly, the Custodian to violate any
applicable laws, regulations or orders.
Section 2.26. Opinion of Fund's Independent Certified Public Accountants.
The Custodian shall take all reasonable action as the Fund may request to
obtain from year to year favorable opinions from the Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder in connection with the preparation of the Fund's Form N-1A and
the Fund's Form N-SAR or other periodic reports to the SEC and with respect
to any other requirements of the SEC.
Section 2.27. Reports by Independent Certified Public Accountants. At
the request of the Fund, the Custodian shall deliver to the Fund a written
report prepared by the Custodian's independent certified public accountants
with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting
system, internal accounting control and procedures for safeguarding cash,
securities and other assets, including cash, securities and other assets
deposited and/or maintained in a Securities System or with a Subcustodian.
Such report shall be of sufficient scope and in sufficient detail as may
reasonably be required by the Fund and as may reasonably be obtained by the
Custodian.
Section 2.28. Overdraft Facility. In the event that the Custodian is
directed by Proper Instructions to make any payment or transfer of funds on
behalf of a Portfolio for which there would be, at the close of business on
the date of such payment or transfer, insufficient funds held by the
Custodian on behalf of such Portfolio, the Custodian may, in its
discretion, provide an overdraft (an "Overdraft") to the Fund on behalf of
such Portfolio, in an amount sufficient to allow the completion of such
payment. Any Overdraft provided hereunder: (a) shall be payable on the
next Business Day, unless otherwise agreed by the Fund and the Custodian;
and (b) shall accrue interest from the date of the Overdraft to the date of
payment in full by the Fund on behalf of the applicable Portfolio at a rate
agreed upon in writing, from time to time, by the Custodian and the Fund.
The Custodian and the Fund acknowledge that the purpose of such Overdrafts
is to temporarily finance the purchase or sale of securities for prompt
delivery in accordance with the terms hereof, or to meet emergency expenses
not reasonably foreseeable by the Fund. The Custodian shall promptly
notify the Fund in writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as the Fund and the
Custodian may agree in writing. At the request of the Custodian, the Fund,
on behalf of a Portfolio, shall pledge, assign and grant to the Custodian a
security interest in certain specified securities of the Portfolio, as
security for Overdrafts provided to such Portfolio, under the terms and
conditions set forth in Appendix "C" attached hereto.
ARTICLE III
PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS
Section 3.01. Proper Instructions and Special Instructions.
(a) Proper Instructions. As used herein, the term "Proper Instructions"
shall mean: (i) a tested telex, a written (including, without limitation,
facsimile transmission) request, direction, instruction or certification
signed or initialed by or on behalf of the Fund by one or more Authorized
Persons (as hereinafter defined); (ii) a telephonic or other oral
communication by one or more Authorized Persons; or (iii) a communication
effected directly between an electro-mechanical or electronic device or
system (including, without limitation, computers) by or on behalf of the
Fund by one or more Authorized Persons; provided, however, that
communications of the types described in clauses (ii) and (iii) above
purporting to be given by an Authorized Person shall be considered Proper
Instructions only if the Custodian reasonably believes such communications
to have been given by an Authorized Person with respect to the transaction
involved. Proper Instructions in the form of oral communications shall be
confirmed by the Fund by tested telex or in writing in the manner set forth
in clause (i) above, but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions prior to the Custodian's receipt of such confirmation. The
Fund and the Custodian are hereby authorized to record any and all
telephonic or other oral instructions communicated to the Custodian.
Proper Instructions may relate to specific transactions or to types or
classes of transactions, and may be in the form of standing instructions.
(b) Special Instructions. As used herein, the term "Special Instructions"
shall mean Proper Instructions countersigned or confirmed in writing by the
Treasurer or any Assistant Treasurer of the Fund or any other person
designated by the Treasurer of the Fund in writing, which countersignature
or confirmation shall be (i) included on the same instrument containing the
Proper Instructions or on a separate instrument relating thereto, and (ii)
delivered by hand, by facsimile transmission, or in such other manner as
the Fund and the Custodian agree in writing.
(c) Address for Proper Instructions and Special Instructions. Proper
Instructions and Special Instructions shall be delivered to the Custodian
at the address and/or telephone, telecopy or telex number agreed upon from
time to time by the Custodian and the Fund.
Section 3.02. Authorized Persons. Concurrently with the execution of
this Agreement and from time to time thereafter, as appropriate, the Fund
shall deliver to the Custodian, duly certified as appropriate by a
Treasurer or Assistant Treasurer of the Fund, a certificate setting forth:
(a) the names, titles, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other notice, request,
direction, instruction, certificate or instrument on behalf of the Fund
(collectively, the "Authorized Persons" and individually, an "Authorized
Person"); and (b) the names, titles and signatures of those persons
authorized to issue Special Instructions. Such certificate may be accepted
and relied upon by the Custodian as conclusive evidence of the facts set
forth therein and shall be considered to be in full force and effect until
delivery to the Custodian of a similar certificate to the contrary. Upon
delivery of a certificate which deletes the name(s) of a person previously
authorized to give Proper Instructions or to issue Special Instructions,
such persons shall no longer be considered an Authorized Person or
authorized to issue Special Instructions.
Section 3.03. Persons Having Access to Assets of the Portfolios.
Notwithstanding anything to the contrary contained in this Agreement, no
Authorized Person, Trustee, officer, employee or agent of the Fund shall
have physical access to the assets of any Portfolio held by the Custodian
nor shall the Custodian deliver any assets of a Portfolio for delivery to
an account of such person; provided, however, that nothing in this Section
3.03 shall prohibit (a) any Authorized Person from giving Proper
Instructions, or any person authorized to issue Special Instructions from
issuing Special Instructions, so long as such action does not result in
delivery of or access to assets of any Portfolio prohibited by this Section
3.03; or (b) the Fund's independent certified public accountants from
examining or reviewing the assets of the Portfolios held by the Custodian.
The Fund shall deliver to the Custodian a written certificate identifying
such Authorized Persons, Trustees, officers, employees and agents of the
Fund.
Section 3.04. Actions of Custodian Based on Proper Instructions and
Special Instructions. So long as and to the extent that the Custodian acts
in accordance with (a) Proper Instructions or Special Instructions, as the
case may be, and (b) the terms of this Agreement, the Custodian shall not
be responsible for the title, validity or genuineness of any property, or
evidence of title thereof, received by it or delivered by it pursuant to
this Agreement.
ARTICLE IV
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant
provisions of this Article IV, appoint one or more Domestic Subcustodians,
Foreign Subcustodians, Interim Subcustodians and Special Subcustodians to
act on behalf of a Portfolio. (For purposes of this Agreement, all duly
appointed Domestic Subcustodians, Foreign Subcustodians, Interim
Subcustodians, and Special Subcustodians are hereinafter referred to
collectively, as "Subcustodians.")
Section 4.01. Domestic Subcustodians. The Custodian may, at any time and
from time to time, appoint any bank as defined in Section 2(a)(5) of the
1940 Act meeting the requirements of a custodian under Section 17(f) of the
1940 Act and the rules and regulations thereunder, to act on behalf of one
or more Portfolios as a subcustodian for purposes of holding cash,
securities and other assets of such Portfolios and performing other
functions of the Custodian within the United States (a "Domestic
Subcustodian"); provided, that, the Custodian shall notify the Fund in
writing of the identity and qualifications of any proposed Domestic
Subcustodian at least thirty (30) days prior to appointment of such
Domestic Subcustodian, and the Fund may, in its sole discretion, by written
notice to the Custodian executed by an Authorized Person disapprove of the
appointment of such Domestic Subcustodian. If following notice by the
Custodian to the Fund regarding appointment of a Domestic Subcustodian and
the expiration of thirty (30) days after the date of such notice, the Fund
shall have failed to notify the Custodian of its disapproval thereof, the
Custodian may, in its discretion, appoint such proposed Domestic
Subcustodian as its subcustodian.
Section 4.02. Foreign Subcustodians and Interim Subcustodians.
(a) Foreign Subcustodians. The Custodian may, at any time and from time
to time, appoint: (i) any bank, trust company or other entity meeting the
requirements of an "eligible foreign custodian" under Section 17(f) of the
1940 Act and the rules and regulations thereunder or by order of the
Securities and Exchange Commission exempted therefrom, or (ii) any bank as
defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a
custodian under Section 17(f) of the 1940 Act and the rules and regulations
thereunder to act on behalf of one or more Portfolios as a subcustodian for
purposes of holding cash, securities and other assets of such Portfolios
and performing other functions of the Custodian in countries other than the
United States of America (a "Foreign Subcustodian"); provided, that, prior
to the appointment of any Foreign Subcustodian, the Custodian shall have
obtained written confirmation of the approval of the Board of Trustees or
other governing body or entity of the Fund on behalf of the applicable
Portfolio(s) (which approval may be withheld in the sole discretion of such
Board of Trustees or other governing body or entity) with respect to (i)
the identity and qualifications of any proposed Foreign Subcustodian, (ii)
the country or countries in which, and the securities depositories or
clearing agencies, if any, through which, any proposed Foreign Subcustodian
is authorized to hold securities and other assets of the Portfolio(s), and
(iii) the form and terms of the subcustodian agreement to be entered into
between such proposed Foreign Subcustodian and the Custodian. Each such
duly approved Foreign Subcustodian and the countries where and the
securities depositories and clearing agencies through which they may hold
securities and other assets of the Funds shall be listed on Appendix "B"
attached hereto, as it may be amended, from time to time, in accordance
with the provisions of Section 9.05(c) hereof. The Fund shall be
responsible for informing the Custodian sufficiently in advance of a
proposed investment which is to be held in a country in which no Foreign
Subcustodian is authorized to act, in order that there shall be sufficient
time for the Custodian to effect the appropriate arrangements with a
proposed foreign subcustodian, including obtaining approval as provided in
this Section 4.02(a). The Custodian shall not amend any subcustodian
agreement entered into with a Foreign Subcustodian, or agree to change or
permit any changes thereunder, or waive any rights under such agreement,
which materially affect the Fund's rights or the Foreign Subcustodian's
obligations or duties to the Fund under such agreement, except upon prior
approval pursuant to Special Instructions.
(b) Interim Subcustodians. Notwithstanding the foregoing, in the event
that a Portfolio shall invest in a security or other asset to be held in a
country in which no Foreign Subcustodian is authorized to act, the
Custodian shall promptly notify the Fund in writing by facsimile
transmission or in such other manner as the Fund and Custodian shall agree
in writing of the unavailability of an approved Foreign Subcustodian in
such country; and the Custodian shall, upon receipt of Special
Instructions, appoint any Person designated by the Fund in such Special
Instructions to hold such security or other asset. (Any Person appointed
as a subcustodian pursuant to this Section 4.02(b) is hereinafter referred
to as an "Interim Subcustodian.")
Section 4.03. Special Subcustodians. Upon receipt of Special
Instructions, the Custodian shall, on behalf of the Fund for one or more
Portfolios, appoint one or more banks, trust companies or other entities
designated in such Special Instructions to act as a subcustodian for
purposes of: (i) effecting third-party repurchase transactions with banks,
brokers, dealers or other entities through the use of a common custodian or
subcustodian; (ii) establishing a joint trading account for the Portfolios
and other registered open-end management investment companies for which
Fidelity Management & Research Company serves as investment adviser,
through which the Portfolios and such other investment companies shall
collectively participate in certain repurchase transactions; (iii)
providing depository and clearing agency services with respect to certain
variable rate demand note securities; and (iv) effecting any other
transactions designated by the Fund in Special Instructions. (Each such
designated subcustodian is hereinafter referred to as a "Special
Subcustodian.") Each such duly appointed Special Subcustodian shall be
listed on Appendix "B" attached hereto, as it may be amended from time to
time in accordance with the provisions of Section 9.05(c) hereof. In
connection with the appointment of any Special Subcustodian, the Custodian
shall enter into a subcustodian agreement with the Special Subcustodian in
form and substance approved by the Fund, provided that such agreement shall
in all events comply with the provisions of the 1940 Act and the rules and
regulations thereunder and the terms and provisions of this Agreement. The
Custodian shall not amend any subcustodian agreement entered into with a
Special Subcustodian, or agree to change or permit any changes thereunder,
or waive any rights under such agreement, except upon prior approval
pursuant to Special Instructions.
Section 4.04. Termination of a Subcustodian. The Custodian shall (i)
cause each Domestic Subcustodian and Foreign Subcustodian to, and (ii) use
its best efforts to cause each Interim Subcustodian and Special
Subcustodian to, perform all of its obligations in accordance with the
terms and conditions of the subcustodian agreement between the Custodian
and such Subcustodian. In the event that the Custodian is unable to cause
such Subcustodian to fully perform its obligations thereunder, the
Custodian shall forthwith, upon the receipt of Special Instructions,
terminate such Subcustodian with respect to the Fund and, if necessary or
desirable, appoint a replacement Subcustodian in accordance with the
provisions of Section 4.01 or Section 4.02, as the case may be. In
addition to the foregoing, the Custodian (A) may, at any time in its
discretion, upon written notification to the Fund, terminate any Domestic
Subcustodian, Foreign Subcustodian or Interim Subcustodian, and (B) shall,
upon receipt of Special Instructions, terminate any Subcustodian with
respect to the Fund, in accordance with the termination provisions under
the applicable subcustodian agreement.
Section 4.05. Certification Regarding Foreign Subcustodians. Upon
request of the Fund, the Custodian shall deliver to the Fund a certificate
stating: (i) the identity of each Foreign Subcustodian then acting on
behalf of the Custodian; (ii) the countries in which and the securities
depositories and clearing agents through which each such Foreign
Subcustodian is then holding cash, securities and other assets of any
Portfolio; and (iii) such other information as may be requested by the Fund
to ensure compliance with Rule 17(f)-5 under the 1940 Act.
ARTICLE V
STANDARD OF CARE; INDEMNIFICATION
Section 5.01. Standard of Care.
(a) General Standard of Care. The Custodian shall exercise reasonable
care and diligence in carrying out all of its duties and obligations under
this Agreement, and shall be liable to the Fund for all loss, damage and
expense suffered or incurred by the Fund or the Portfolios resulting from
the failure of the Custodian to exercise such reasonable care and
diligence.
(b) Actions Prohibited by Applicable Law, Etc. In no event shall the
Custodian incur liability hereunder if the Custodian or any Subcustodian or
Securities System, or any subcustodian, securities depository or securities
system utilized by any such Subcustodian, or any nominee of the Custodian
or any Subcustodian (individually, a "Person") is prevented, forbidden or
delayed from performing, or omits to perform, any act or thing which this
Agreement provides shall be performed or omitted to be performed, by reason
of: (i) any provision of any present or future law or regulation or order
of the United States of America, or any state thereof, or of any foreign
country, or political subdivision thereof or of any court of competent
jurisdiction; or (ii) any act of God or war or other similar circumstance
beyond the control of the Custodian, unless, in each case, such delay or
nonperformance is caused by (A) the negligence, misfeasance or misconduct
of the applicable Person, or (B) a malfunction or failure of equipment
operated or utilized by the applicable Person other than a malfunction or
failure beyond such Person's control and which could not reasonably be
anticipated and/or prevented by such Person.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to the Fund or any
Portfolio, (i) the Custodian shall, (ii) the Custodian shall cause any
applicable Domestic Subcustodian or Foreign Subcustodian to, and (iii) the
Custodian shall use its best efforts to cause any applicable Interim
Subcustodian or Special Subcustodian to, use all commercially reasonable
efforts and take all reasonable steps under the circumstances to mitigate
the effects of such event and to avoid continuing harm to the Fund and the
Portfolios.
(d) Advice of Counsel. The Custodian shall be entitled to receive and act
upon advice of counsel on all matters. The Custodian shall be without
liability for any action reasonably taken or omitted in good faith pursuant
to the advice of (i) counsel for the Fund, or (ii) at the expense of the
Custodian, such other counsel as the Fund and the Custodian may agree upon;
provided, however, with respect to the performance of any action or
omission of any action upon such advice, the Custodian shall be required to
conform to the standard of care set forth in Section 5.01(a).
(e) Expenses of the Fund. In addition to the liability of the Custodian
under this Article V, the Custodian shall be liable to the Fund for all
reasonable costs and expenses incurred by the Fund in connection with any
claim by the Fund against the Custodian arising from the obligations of the
Custodian hereunder including, without limitation, all reasonable
attorneys' fees and expenses incurred by the Fund in asserting any such
claim, and all expenses incurred by the Fund in connection with any
investigations, lawsuits or proceedings relating to such claim; provided,
that the Fund has recovered from the Custodian for such claim.
(f) Liability for Past Records. The Custodian shall have no liability in
respect of any loss, damage or expense suffered by the Fund, insofar as
such loss, damage or expense arises from the performance of the Custodian's
duties hereunder by reason of the Custodian's reliance upon records that
were maintained for the Fund by entities other than the Custodian prior to
the Custodian's employment hereunder.
Section 5.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian shall
be liable for the actions or omissions of any Domestic Subcustodian or any
Foreign Subcustodian to the same extent as if such action or omission were
performed by the Custodian itself. In the event of any loss, damage or
expense suffered or incurred by the Fund caused by or resulting from the
actions or omissions of any Domestic Subcustodian or Foreign Subcustodian
for which the Custodian would otherwise be liable, the Custodian shall
promptly reimburse the Fund in the amount of any such loss, damage or
expense.
(b) Interim Subcustodians. Notwithstanding the provisions of Section 5.01
to the contrary, the Custodian shall not be liable to the Fund for any
loss, damage or expense suffered or incurred by the Fund or any Portfolio
resulting from the actions or omissions of an Interim Subcustodian unless
such loss, damage or expense is caused by, or results from, the negligence,
misfeasance or misconduct of the Custodian; provided, however, in the event
of any such loss, damage or expense, the Custodian shall take all
reasonable steps to enforce such rights as it may have against such Interim
Subcustodian to protect the interests of the Fund and the Portfolios.
(c) Special Subcustodians. Notwithstanding the provisions of Section 5.01
to the contrary and except as otherwise provided in any subcustodian
agreement to which the Custodian, the Fund and any Special Subcustodian are
parties, the Custodian shall not be liable to the Fund for any loss, damage
or expense suffered or incurred by the Fund or any Portfolio resulting from
the actions or omissions of a Special Subcustodian, unless such loss,
damage or expense is caused by, or results from, the negligence,
misfeasance or misconduct of the Custodian; provided, however, that in the
event of any such loss, damage or expense, the Custodian shall take all
reasonable steps to enforce such rights as it may have against any Special
Subcustodian to protect the interests of the Fund and the Portfolios.
(d) Securities Systems. Notwithstanding the provisions of Section 5.01 to
the contrary, the Custodian shall not be liable to the Fund for any loss,
damage or expense suffered or incurred by the Fund or any Portfolio
resulting from the use by the Custodian of a Securities System, unless such
loss, damage or expense is caused by, or results from, the negligence,
misfeasance or misconduct of the Custodian; provided, however, that in the
event of any such loss, damage or expense, the Custodian shall take all
reasonable steps to enforce such rights as it may have against the
Securities System to protect the interests of the Fund and the Portfolios.
(e) Reimbursement of Expenses. The Fund agrees to reimburse the Custodian
for all reasonable out-of-pocket expenses incurred by the Custodian in
connection with the fulfillment of its obligations under this Section 5.02;
provided, however, that such reimbursement shall not apply to expenses
occasioned by or resulting from the negligence, misfeasance or misconduct
of the Custodian.
Section 5.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitations set forth in
this Agreement, the Fund agrees to indemnify and hold harmless the
Custodian and its nominees from all loss, damage and expense (including
reasonable attorneys' fees) suffered or incurred by the Custodian or its
nominee caused by or arising from actions taken by the Custodian in the
performance of its duties and obligations under this Agreement; provided,
however, that such indemnity shall not apply to loss, damage and expense
occasioned by or resulting from the negligence, misfeasance or misconduct
of the Custodian or its nominee. In addition, the Fund agrees to indemnify
any Person against any liability incurred by reason of taxes assessed to
such Person, or other loss, damage or expenses incurred by such Person,
resulting from the fact that securities and other property of the
Portfolios are registered in the name of such Person; provided, however,
that in no event shall such indemnification be applicable to income,
franchise or similar taxes which may be imposed or assessed against any
Person.
(b) Notice of Litigation, Right to Prosecute, Etc. The Fund shall not be
liable for indemnification under this Section 5.03 unless a Person shall
have promptly notified the Fund in writing of the commencement of any
litigation or proceeding brought against such Person in respect of which
indemnity may be sought under this Section 5.03. With respect to claims in
such litigation or proceedings for which indemnity by the Fund may be
sought and subject to applicable law and the ruling of any court of
competent jurisdiction, the Fund shall be entitled to participate in any
such litigation or proceeding and, after written notice from the Fund to
any Person, the Fund may assume the defense of such litigation or
proceeding with counsel of its choice at its own expense in respect of that
portion of the litigation for which the Fund may be subject to an
indemnification obligation; provided, however, a Person shall be entitled
to participate in (but not control) at its own cost and expense, the
defense of any such litigation or proceeding if the Fund has not
acknowledged in writing its obligation to indemnify the Person with respect
to such litigation or proceeding. If the Fund is not permitted to
participate or control such litigation or proceeding under applicable law
or by a ruling of a court of competent jurisdiction, such Person shall
reasonably prosecute such litigation or proceeding. A Person shall not
consent to the entry of any judgment or enter into any settlement in any
such litigation or proceeding without providing the Fund with adequate
notice of any such settlement or judgment, and without the Fund's prior
written consent. All Persons shall submit written evidence to the Fund
with respect to any cost or expense for which they are seeking
indemnification in such form and detail as the Fund may reasonably request.
Section 5.04. Investment Limitations. If the Custodian has otherwise
complied with the terms and conditions of this Agreement in performing its
duties generally, and more particularly in connection with the purchase,
sale or exchange of securities made by or for a Portfolio, the Custodian
shall not be liable to the Fund and the Fund agrees to indemnify the
Custodian and its nominees, for any loss, damage or expense suffered or
incurred by the Custodian and its nominees arising out of any violation of
any investment or other limitation to which the Fund is subject.
Section 5.05. Fund's Right to Proceed. Notwithstanding anything to the
contrary contained herein, the Fund shall have, at its election upon
reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Subcustodian, Securities System, or other Person for
loss, damage or expense caused the Fund by such Subcustodian, Securities
System, or other Person, and shall be entitled to enforce the rights of the
Custodian with respect to any claim against such Subcustodian, Securities
System or other Person, which the Custodian may have as a consequence of
any such loss, damage or expense, if and to the extent that the Fund has
not been made whole for any such loss or damage. If the Custodian makes
the Fund whole for any such loss or damage, the Custodian shall retain the
ability to enforce its rights directly against such Subcustodian,
Securities System or other Person. Upon the Fund's election to enforce any
rights of the Custodian under this Section 5.05, the Fund shall reasonably
prosecute all actions and proceedings directly relating to the rights of
the Custodian in respect of the loss, damage or expense incurred by the
Fund; provided that, so long as the Fund has acknowledged in writing its
obligation to indemnify the Custodian under Section 5.03 hereof with
respect to such claim, the Fund shall retain the right to settle,
compromise and/or terminate any action or proceeding in respect of the
loss, damage or expense incurred by the Fund without the Custodian's
consent and provided further, that if the Fund has not made an
acknowledgement of its obligation to indemnify, the Fund shall not settle,
compromise or terminate any such action or proceeding without the written
consent of the Custodian, which consent shall not be unreasonably withheld
or delayed. The Custodian agrees to cooperate with the Fund and take all
actions reasonably requested by the Fund in connection with the Fund's
enforcement of any rights of the Custodian. The Fund agrees to reimburse
the Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian in connection with the fulfillment of its obligations under this
Section 5.05; provided, however, that such reimbursement shall not apply to
expenses occasioned by or resulting from the negligence, misfeasance or
misconduct of the Custodian.
ARTICLE VI
COMPENSATION
On behalf of each Portfolio, the Fund shall compensate the Custodian in an
amount, and at such times, as may be agreed upon in writing, from time to
time, by the Custodian and the Fund.
ARTICLE VII
TERMINATION
Section 7.01. Termination of Agreement in Full. This Agreement shall
continue in full force and effect until the first to occur of: (a)
termination by the Custodian by an instrument in writing delivered or
mailed to the Fund, such termination to take effect not sooner than ninety
(90) days after the date of such delivery; (b) termination by the Fund by
an instrument in writing delivered or mailed to the Custodian, such
termination to take effect not sooner than thirty (30) days after the date
of such delivery; or (c) termination by the Fund by written notice
delivered to the Custodian, based upon the Fund's determination that there
is a reasonable basis to conclude that the Custodian is insolvent or that
the financial condition of the Custodian is deteriorating in any material
respect, in which case termination shall take effect upon the Custodian's
receipt of such notice or at such later time as the Fund shall designate.
In the event of termination pursuant to this Section 7.01, the Fund shall
make payment of all accrued fees and unreimbursed expenses within a
reasonable time following termination and delivery of a statement to the
Fund setting forth such fees and expenses. The Fund shall identify in any
notice of termination a successor custodian to which the cash, securities
and other assets of the Portfolios shall, upon termination of this
Agreement, be delivered. In the event that no written notice designating a
successor custodian shall have been delivered to the Custodian on or before
the date when termination of this Agreement shall become effective, the
Custodian may deliver to a bank or trust company doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital, surplus,
and undivided profits, as shown by its last published report, of not less
than $25,000,000, all securities and other assets held by the Custodian and
all instruments held by the Custodian relative thereto and all other
property held by it under this Agreement. Thereafter, such bank or trust
company shall be the successor of the Custodian under this Agreement. In
the event that securities and other assets remain in the possession of the
Custodian after the date of termination hereof owing to failure of the Fund
to appoint a successor custodian, the Custodian shall be entitled to
compensation for its services in accordance with the fee schedule most
recently in effect, for such period as the Custodian retains possession of
such securities and other assets, and the provisions of this Agreement
relating to the duties and obligations of the Custodian and the Fund shall
remain in full force and effect. In the event of the appointment of a
successor custodian, it is agreed that the cash, securities and other
property owned by the Fund and held by the Custodian, any Subcustodian or
nominee shall be delivered to the successor custodian; and the Custodian
agrees to cooperate with the Fund in the execution of documents and
performance of other actions necessary or desirable in order to substitute
the successor custodian for the Custodian under this Agreement.
Section 7.02. Termination as to One or More Portfolios. This Agreement
may be terminated as to one or more Portfolios (but less than all of the
Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios
pursuant to Section 9.05(b) hereof, in which case termination as to such
deleted Portfolios shall take effect thirty (30) days after the date of
such delivery. The execution and delivery of an amended Appendix "A" which
deletes one or more Portfolios shall constitute a termination of this
Agreement only with respect to such deleted Portfolio(s), shall be governed
by the preceding provisions of Section 7.01 as to the identification of a
successor custodian and the delivery of cash, securities and other assets
of the Portfolio(s) so deleted, and shall not affect the obligations of the
Custodian and the Fund hereunder with respect to the other Portfolios set
forth in Appendix "A," as amended from time to time.
ARTICLE VIII
DEFINED TERMS
The following terms are defined in the following sections:
Term Section
Account 2.22
ADRs 2.06
Authorized Person(s) 3.02
Banking Institution 2.12(a)
Business Day Appendix "C"
Bank Accounts 2.21
Distribution Account 2.16
Domestic Subcustodian 4.01
Foreign Subcustodian 4.02(a)
Institutional Client 2.03
Interim Subcustodian 4.02(b)
Overdraft 2.28
Overdraft Notice 2.28
Person 5.01(b)
Portfolio Preamble
Procedural Agreement 2.10
Proper Instructions 3.01(a)
SEC 2.22
Securities System 2.22
Shares 2.16
Special Instructions 3.01(b)
Special Subcustodian 4.03
Subcustodian Article IV
1940 Act Preamble
ARTICLE IX
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by the Fund. Upon request, the Fund shall execute and
deliver to the Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary or desirable in connection
with the performance by the Custodian or any Subcustodian of their
respective obligations under this Agreement or any applicable subcustodian
agreement, provided that the exercise by the Custodian or any Subcustodian
of any such rights shall in all events be in compliance with the terms of
this Agreement.
(b) Actions by Custodian. Upon receipt of Proper Instructions, the
Custodian shall execute and deliver to the Fund or to such other parties as
the Fund may designate in such Proper Instructions, all such documents,
instruments or agreements as may be reasonable and necessary or desirable
in order to effectuate any of the transactions contemplated hereby.
Section 9.02. Representative Capacity; Nonrecourse Obligations. A COPY
OF THE DECLARATION OF TRUST OF THE FUND IS ON FILE WITH THE SECRETARY OF
THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS
AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF THE FUND AS
INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY
OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF THE FUND
INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF THE
PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR
PARTNER OF THE FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY
OBLIGATIONS OF THE FUND ARISING OUT OF THIS AGREEMENT.
Section 9.03. Several Obligations of the Portfolios. WITH RESPECT TO ANY
OBLIGATIONS OF THE FUND ON BEHALF OF THE PORTFOLIOS ARISING OUT OF THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS ARISING UNDER
SECTIONS 2.28, 5.03, 5.05 and ARTICLE VI HEREOF, THE CUSTODIAN SHALL LOOK
FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION SOLELY TO THE ASSETS AND
PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION RELATES AS THOUGH THE
FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN
INSTRUMENT WITH RESPECT TO EACH PORTFOLIO.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of the Fund. The Fund hereby
represents and warrants that each of the following shall be true, correct
and complete at all times during the term of this Agreement: (i) the Fund
is duly organized under the laws of its jurisdiction of organization and is
registered as an open-end management investment company under the 1940 Act;
and (ii) the execution, delivery and performance by the Fund of this
Agreement are (w) within its power, (x) have been duly authorized by all
necessary action, and (y) will not (A) contribute to or result in a breach
of or default under or conflict with any existing law, order, regulation or
ruling of any governmental or regulatory agency or authority, or (B)
violate any provision of the Fund's corporate charter, Declaration of Trust
or other organizational document, or bylaws, or any amendment thereof or
any provision of its most recent Prospectus or Statement of Additional
Information.
(b) Representations and Warranties of the Custodian. The Custodian
hereby represents and warrants that each of the following shall be true,
correct and complete at all times during the term of this Agreement: (i)
the Custodian is duly organized under the laws of its jurisdiction of
organization and qualifies to act as a custodian to open-end management
investment companies under the provisions of the 1940 Act; and (ii) the
execution, delivery and performance by the Custodian of this Agreement are
(w) within its power, (x) have been duly authorized by all necessary
action, and (y) will not (A) contribute to or result in a breach of or
default under or conflict with any existing law, order, regulation or
ruling of any governmental or regulatory agency or authority, or (B)
violate any provision of the Custodian's corporate charter, or other
organizational document, or bylaws, or any amendment thereof.
Section 9.05. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the
subject matter hereof and accordingly, supersedes as of the effective date
of this Agreement any custodian agreement heretofore in effect between the
Fund and the Custodian, or any subcustodian agreement between the Fund, the
Custodian and Fidelity Management Trust Company pursuant to which the
Custodian acts as subcustodian of Fidelity Management and Trust Company.
Section 9.06. Waivers and Amendments. No provision of this Agreement may
be waived, amended or terminated except by a statement in writing signed by
the party against which enforcement of such waiver, amendment or
termination is sought; provided, however: (a) Appendix "A" listing the
Portfolios for which the Custodian serves as custodian may be amended from
time to time to add one or more Portfolios, by the Fund's execution and
delivery to the Custodian of an amended Appendix "A", and the execution of
such amended Appendix by the Custodian, in which case such amendment shall
take effect immediately upon execution by the Custodian; (b) Appendix "A"
may be amended from time to time to delete one or more Portfolios (but less
than all of the Portfolios), by the Fund's execution and delivery to the
Custodian of an amended Appendix A", in which case such amendment shall
take effect thirty (30) days after such delivery, unless otherwise agreed
by the Custodian and the Fund in writing; (c) Appendix "B" listing Foreign
Subcustodians and Special Subcustodians approved by the Fund may be amended
from time to time to add or delete one or more Foreign Subcustodians or
Special Subcustodians by the Fund's execution and delivery to the Custodian
of an amended Appendix "B", in which case such amendment shall take effect
immediately upon execution by the Custodian; and (d) Appendix "C" setting
forth the procedures relating to the Custodian's security interest may be
amended only by an instrument in writing executed by the Fund and the
Custodian.
Section 9.07. Interpretation. In connection with the operation of this
Agreement, the Custodian and the Fund may agree in writing from time to
time on such provisions interpretative of or in addition to the provisions
of this Agreement as may in their joint opinion be consistent with the
general tenor of this Agreement. No interpretative or additional
provisions made as provided in the preceding sentence shall be deemed to be
an amendment of this Agreement.
Section 9.08. Captions. Headings contained in this Agreement, which are
included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the
parties hereto.
Section 9.09. Governing Law. Insofar as any question or dispute may
arise in connection with the custodianship of foreign securities pursuant
to an agreement with a Foreign Subcustodian that is governed by the laws of
the State of New York, the provisions of this Agreement shall be construed
in accordance with and governed by the laws of the State of New York,
provided that in all other instances this Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of
Massachusetts, in each case without giving effect to principles of
conflicts of law.
Section 9.10. Notices. Except in the case of Proper Instructions or
Special Instructions, notices and other writings contemplated by this
Agreement shall be delivered by hand or by facsimile transmission (provided
that in the case of delivery by facsimile transmission, notice shall also
be mailed postage prepaid to the parties at the following addresses:
(a) If to the Fund:
c/o Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
Attn: John E. Ferris
Telephone: (617) 570-6556
Telefax: (617) 742-1231
(b) If to the Custodian:
Global Securities Services - Financial Institutions Market
1211 Avenue of the Americas - 39th Floor
New York, New York 10036
Attn: Division Executive
Telephone: (212) 789-4141
Telefax: (212) 789-4181
or to such other address as either party may have designated in writing to
the other party hereto.
Section 9.11. Assignment. This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their respective
successors and assigns, provided that, subject to the provisions of Section
7.01 hereof, neither party hereto may assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the
other party.
Section 9.12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original. This Agreement
shall become effective when one or more counterparts have been signed and
delivered by each of the parties.
Section 9.13. Confidentiality; Survival of Obligations. The parties
hereto agree that each shall treat confidentially the terms and conditions
of this Agreement and all information provided by each party to the other
regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely
for the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be
disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is
publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be
disclosed by any bank examiner of the Custodian or any Subcustodian, any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation. The provisions of this Section
9.13 and Sections 9.01, 9.02, 9.03, 9.09, Section 2.28, Section 3.04,
Section 7.01, Article V and Article VI hereof and any other rights or
obligations incurred or accrued by any party hereto prior to termination of
this Agreement shall survive any termination of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
FIDELITY STERLING THE CHASE MANHATTAN
PERFORMANCE PORTFOLIO, L.P. BANK, N.A.
By: /s/ John E. Ferris By: /s/ R A Samuel
Name: John E. Ferris Name: R A Samuel
Title: Treasurer Title: Vice President
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
Fidelity Sterling Performance Portfolio, L.P.
and
The Chase Manhattan Bank, N.A.
Dated as of July 18, 1991
The following is a list of Portfolios for which the Custodian shall serve
under a Custodian Agreement dated as of July 18, 1991 (the "Agreement"):
Portfolio Name: Effective as of:
Fidelity Sterling Performance Portfolio, L.P. July 18, 1991
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to
be executed in its name and behalf as of the day and year first set forth
opposite each such Portfolio.
Fidelity Sterling Performance Portfolio, L.P. The Chase Manhattan Bank,
N.A.
By: /s/ John E. Ferris By: /s/ RA Samuel
Name: John E. Ferris Name: Richard A. Samuel
Title: Treasurer Title: Vice President
APPENDIX "C" TO THE
CUSTODIAN AGREEMENT BETWEEN
FIDELITY STERLING PERFORMANCE PORTFOLIO, L.P.
AND
THE CHASE MANHATTAN BANK, N.A.
Dated as of July 18, 1991
PROCEDURES RELATING TO CUSTODIAN'S SECURITY INTEREST
As security for any Overdrafts (as defined in the Custodian Agreement) of
any Portfolio, the Fund, on behalf of such Portfolio, shall pledge, assign
and grant to the Custodian a security interest in Collateral (as
hereinafter defined), under the terms, circumstances and conditions set
forth in this Appendix "C".
Section 1. Defined Terms. As used in this Appendix "C" the following
terms shall have the following respective meanings:
(a) "Business Day" shall mean any day that is not a Saturday, a Sunday or
a day on which the Custodian is closed for business.
(b) "Collateral" shall mean, with respect to any Portfolio, the securities
having a fair market value (as determined in accordance with the procedures
set forth in the prospectus for the Portfolio) equal to the aggregate of
all Overdraft Obligations of such Portfolio: (i) identified in any Pledge
Certificate executed on behalf of such Portfolio; or (ii) designated by the
Custodian for such Portfolio pursuant to Section 3 of this Appendix C.
Such securities shall consist of marketable securities held by the
Custodian on behalf of such Portfolio or, if no such marketable securities
are held by the Custodian on behalf of such Portfolio, such other
securities designated by the Fund in the applicable Pledge Certificate or
by the Custodian pursuant to Section 3 of this Appendix C.
(c) "Overdraft Obligations" shall mean, with respect to any Portfolio, the
amount of any outstanding Overdraft(s) provided by the Custodian to such
Portfolio together with all accrued interest thereon.
(d) "Pledge Certificate" shall mean a Pledge Certificate in the form
attached to this Appendix "C" as Schedule 1 executed by a duly authorized
officer of the Fund and delivered by the Fund to the Custodian by facsimile
transmission or in such other manner as the Fund and the Custodian may
agree in writing.
(e) "Release Certificate" shall mean a Release Certificate in the form
attached to this Appendix "C" as Schedule 2 executed by a duly authorized
officer of the Custodian and delivered by the Custodian to the Fund by
facsimile transmission or in such other manner as the Fund and the
Custodian may agree in writing.
(f) "Written Notice" shall mean a written notice executed by a duly
authorized officer of the party delivering the notice and delivered by
facsimile transmission or in such other manner as the Fund and the
Custodian shall agree in writing.
Section 2. Pledge of Collateral. To the extent that any Overdraft
Obligations of any Portfolio are not satisfied within one (1) Business Day
after receipt by the Fund of a Written Notice requesting security for such
Overdraft Obligation and stating the amount of such Overdraft Obligation,
the Fund, on behalf of such Portfolio, shall pledge, assign and grant to
the Custodian a first priority security interest, by delivering to the
Custodian, a Pledge Certificate executed by the Fund on behalf of such
Portfolio describing the applicable Collateral. Such Written Notice may,
in the discretion of the Custodian, be included within or accompany the
Overdraft Notice relating to the applicable Overdraft Obligations.
Section 3. Failure to Pledge Collateral. In the event that the Fund
shall fail: (a) to pay, on behalf of the applicable Portfolio, the
Overdraft Obligation described in such Written Notice; (b) to deliver to
the Custodian a Pledge Certificate pursuant to Section 2; or (c) to
identify substitute securities pursuant to Section 6 upon the sale or
maturity of any securities identified as Collateral, the Custodian may, by
Written Notice to the Fund specify Collateral which shall secure the
applicable Overdraft Obligation. The Fund, on behalf of any applicable
Portfolio, hereby pledges, assigns and grants to the Custodian a first
priority security interest in any and all Collateral specified in such
Written Notice; provided that such pledge, assignment and grant of security
shall be deemed to be effective only upon receipt by the Fund of such
Written Notice.
Section 4. Delivery of Additional Collateral. If at any time the
Custodian shall notify the Fund by Written Notice that the fair market
value of the Collateral securing any Overdraft Obligation is less than the
amount of such Overdraft Obligation, the Fund, on behalf of the applicable
Portfolio, shall deliver to the Custodian, within one (1) Business Day
following the Fund's receipt of such Written Notice, an additional Pledge
Certificate describing additional Collateral. If the Fund shall fail to
deliver such additional Pledge Certificate, the Custodian may specify
Collateral which shall secure the unsecured amount of the applicable
Overdraft Obligation in accordance with Section 3 of this Appendix C.
Section 5. Release of Collateral. Upon payment by the Fund of any
Overdraft Obligation secured by the pledge of Collateral, the Custodian
shall promptly deliver to the Fund a Release Certificate pursuant to which
the Custodian shall release Collateral from the lien under the applicable
Pledge Certificate or Written Notice pursuant to Section 3 having a fair
market value equal to the amount paid by the Fund on account of such
Overdraft Obligation. In addition, if at any time the Fund shall notify
the Custodian by Written Notice that the Fund desires that specified
Collateral be released and: (a) that the fair market value of the
Collateral securing any Overdraft Obligation shall exceed the amount of
such Overdraft Obligation; or (b) that the Fund has delivered a Pledge
Certificate substituting Collateral for such Overdraft Obligation, the
Custodian shall deliver to the Fund, within one (1) Business Day following
the Custodian's receipt of such Written Notice, a Release Certificate
relating to the Collateral specified in such Written Notice.
Section 6. Substitution of Collateral. The Fund may substitute
securities for any securities identified as Collateral by delivery to the
Custodian of a Pledge Certificate executed by the Fund on behalf of the
applicable Portfolio, indicating the securities pledged as Collateral.
Section 7. Security for Individual Portfolios' Overdraft Obligations.
The pledge of Collateral by the Fund on behalf of any individual Portfolio
shall secure only the Overdraft Obligations of such Portfolio. In no event
shall the pledge of Collateral by one Portfolio be deemed or considered to
be security for the Overdraft Obligations of any other Portfolio.
Section 8. Custodian's Remedies. Upon (a) the Fund's failure to pay any
Overdraft Obligation of a Portfolio within thirty (30) days after receipt
by the Fund of a Written Notice demanding security therefore, and (b) one
(1) Business Day's prior Written Notice to the Fund, the Custodian may
elect to enforce its security interest in the Collateral securing such
Overdraft Obligation, by taking title to (at the then prevailing fair
market value), or selling in a commercially reasonable manner, so much of
the Collateral as shall be required to pay such Overdraft Obligation in
full. Notwithstanding the provisions of any applicable law, including,
without limitation, the Uniform Commercial Code, the remedy set forth in
the preceding sentence shall be the only right or remedy to which the
Custodian is entitled with respect to the pledge and security interest
granted pursuant to any Pledge Certificate or Section 3, without limiting
the foregoing, the Custodian hereby waives and relinquishes all contractual
and common law rights of set off to which it may now or hereafter be or
become entitled with respect to any obligations of the Fund to the
Custodian arising under this Appendix C to the Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Appendix to be
executed in its name and behalf on the day and year first above written.
FIDELITY STERLING THE CHASE MANHATTAN BANK, N.A.
PERFORMANCE PORTFOLIO, L.P.
By: /s/ John E. Ferris By: /s/ R A Samuel
Name: John E. Ferris Name: Richard A. Samuel
Title: Treasurer Title: Vice President
SCHEDULE 1
TO
APPENDIX "C"
PLEDGE CERTIFICATE
This Pledge Certificate is delivered pursuant to the Custodian Agreement
dated as of July 18, 1991 (the "Agreement"), between Fidelity Sterling
Performance Portfolio, L.P. (the "Fund") and The Chase Manhattan Bank, N.A.
(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 .
FIDELITY STERLING PERFORMANCE
PORTFOLIO, L.P.
By: /s/ John E. Ferris
Name: John E. Ferris
Title: Treasurer
EXHIBIT "A"
TO
PLEDGE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
SCHEDULE 2
TO
APPENDIX "C"
RELEASE CERTIFICATE
This Release Certificate is delivered pursuant to the Custodian Agreement
dated as of July 18, 1991 (the "Agreement"), between Fidelity Sterling
Performance Portfolio, L.P. (the "Fund") and The Chase Manhattan Bank, N.A.
(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
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
Fidelity Sterling Performance Portoflio, L.P. and The Chase Manhattan Bank,
N.A.
Dated as of September 16, 1994
The following is a list of Foreign Subcustodians and Special Subcustodians
under the Custodian Agreement dated as of July 18, 1991:
A. Special Subcustodians:
SUBCUSTODIAN PURPOSE
Morgan Guaranty Trust Company of New York FICASH
B. Foreign Subcustodians:
COUNTRY SUBCUSTODIAN DEPOSITORY
Argentina Chase Manhattan Bank, Caja de Valores, S.A.
N.A., Buenos Aires
Australia Chase Manhattan Bank Australia Ltd., Austraclear Limited
Sydney RITS
Austria Creditanstalt Bankverein, OeKB-Aktiengebellschaft
Vienna (Kontrollbank)
Bangladesh Standard Chartered Bank, Dhaka None
Belgium Generale Bank, Brussels CIK
Brazil Banco Chase Manhattan, S.A., BOVESPA
Sao Paulo
Canada Royal Bank of Canada, Toronto CDS
Canada Trust Company, Toronto
Chile Chase Manhattan Bank, N.A., None
Santiago
China Hongkong & Shanghai Banking Stock ExhangeRegistration
Corporation, Ltd., Corp. and Shenzhen
Shanghai and Shenzen Securities and SSCCRC
Colombia Cititrust Colombia S.A. Sociedad None
Fiduciaria, Bogota
COUNTRY SUBCUSTODIAN DEPOSITORY
Czech Republic Ceskoslovenska Obchodni Banka, Securities Center (SCP)
A.S., Prague
Denmark Den Danske Bank, Copenhagen VP Center
Egypt National Bank of Egypt None
Finland Kansallis-Osake-Pankki, Pankkitarkastus
Helsinki Virasto
France Banque Paribas, Paris SICOVAM
Germany Chase Bank, A.G., Frankfurt Deutscher Kassenverein A.G.
(KV)
Greece Barclays Bank, Plc Apothetirio Titlon A.E.
Hong Kong Chase Manhattan Bank, N.A., Hong Kong Securities
Hong Kong Clearing Co, Ltd.
Hungary Citibank Budapest Rt. None
India Hongkong & Shanghai Banking Corp. None
Ltd., Bombay
Indonesia Hongkong & Shanghai Banking None
Corporation, Ltd., Jakarta
Ireland Bank of Ireland, Dublin None
Israel Bank Leumi Le-Israel, B.M., Tel Aviv *Stock Exchange
Clearing House, Ltd.
Italy Chase Manhattan Bank, N.A., Milan Monte Titoli S.p.A.
Japan Chase Manhattan Bank, N.A., Tokyo None
Jordan Arab Bank, PLC, Amman None
Malaysia Chase Manhattan Bank, N.A., Malaysian Central Depository
Kuala Lumpur Sdn Bhd
Mexico Chase Manhattan Bank, N.A., INDEVAL
New York
Banco Nacional De Mexico, S.A.,
Mexico
Morocco Banque Commerciale du Maroc None
Netherlands ABN-AMRO Bank, N.V., Amsterdam NECIGEF/KAS Associatie
NOTE: * subject to issuance of SEC no-action letter or opinion of counsel
COUNTRY SUBCUSTODIAN DEPOSITORY
New Zealand National Nominees Ltd., Auckland None
Norway Den norske Bank, Oslo VPS
Pakistan Citibank, N.A., Karachi None
Peru Citibank, N.A. Lima None
Philippines Hongkong & Shanghai Banking None
Corporation Ltd., Manila
Poland Bank Handlowy W. Warszawie, CDKPW
S.A., Warsaw
Portugal Banco Espirito Santo E Comercial Central de Valores
de Lisboa, S.A., Lisbon Mobiliaros
Singapore Chase Manhattan Bank, N.A., CDP
Singapore
South Africa The Standard Bank of South Africa, None
Ltd., Johannesburg
South Korea Hongkong & Shanghai Banking Korean Securities
Corporation Ltd., Seoul Depository
Spain Chase Manhattan Bank, N.A., Madrid Servicio de Compensacion
Banque Bruxelles Lambert, Madrid y Liquidacion de Valores (SCL)
Sri Lanka Hongkong & Shanghai Banking Central Depository
Corporation Ltd., Colombo System (PVT) Ltd.
Sweden Skandinaviska Enskilda Banken, VPC
Stockholm
Switzerland Union Bank of Switzerland, Zurich SEGA
Taiwan Chase Manhattan Bank, N.A., Taipei Taiwan Securities Central
Depository Co., Ltd. (TSCD)
Thailand Chase Manhattan Bank, N.A., The Shares Depository Center
Bangkok (SCD)
Transnational Cedel
Turkey Chase Manhattan Bank, N.A., Takas ve Saklama (TvS)
Istanbul
United Kingdom Chase Manhattan Bank, N.A., None
London
First National Bank of Chicago,
London
COUNTRY SUBCUSTODIAN DEPOSITORY
Uruguay The First National Bank of Boston, None
Montevideo
Venezuela Citibank, N.A., Caracas None
Zimbabwe Barclays Bank of Zimbabwe Ltd. None
Fidelity Sterling Performance
Portfolio, L.P.
By: /s/ Gary L. French
Name: Gary L. French
Title: Treasurer
Exhibit 8(c)
AMENDMENT NO. 1
This Amendment date as of October 17, 1991, to the Custodian Agreement
between Chase Manhattan Bank, N.A. (the "Custodian") and Fidelity Sterling
Performance Portfolio, L.P. (the "Fund") dated July 18, 1991 (the
"Agreement").
In consideration of the mutual promises herein, the Custodian and the Fund
hereby agree to amend the Agreement as follows:
1. By deleting Section 2.03 in its entirety and by substituting the
following therefor:
Section 2.03. Security Purchases. Upon receipt of Proper Instructions (as
hereinafter defined), the Custodian shall pay for and receive securities
purchased for the account of a Portfolio, provided that payment shall be
made by Custodian only upon receipt of the securities: (a) by the
Custodian; (b) by a clearing corporation of a national securities exchange
of which the Custodian is a member; or (c) by a Securities System.
Notwithstanding the foregoing, upon receipt of Proper Instructions: (i) in
the case of a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the Securities System
that the securities underlying such repurchase agreement have been
transferred by book-entry into the Account (as hereinafter defined)
maintained with such Securities System by the Custodian, provided that the
Custodian's instructions to the Securities system require that the
Securities System may make payment of such funds to the other party to the
repurchase agreement only upon transfer by book-entry of the securities
underlying the repurchase agreement into the Account; (ii) in the case of
time deposits, call account deposits, currency deposits, and other
deposits, foreign exchange transactions, futures contracts or options,
pursuant to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may
make payment therefor before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; (iii) in the case
of the purchase of securities, the settlement of which occurs outside of
the United States of America, the Custodian may make payment therefor and
receive delivery of such securities in accordance with local custom and
practice generally accepted by Institutional Clients (as hereinafter
defined) in the country in which the settlement occurs, but in all events
subject to the standard of care set forth in Article V hereof; and (iv) in
the case of the purchase of securities in which, in accordance with
standard industry custom and practice generally accepted by Institutional
Clients with respect to such securities, the receipt of such securities and
the payment therefor take place in different countries, the Custodian may
receive delivery of such securities and make payment therefor in accordance
with standard industry custom and practice for such securities generally
accepted by Institutional Clients, but in all events subject to the
standard of care set forth in Article V hereof. For purposes of this
Agreement, an "Institutional Client" shall mean a major commercial bank,
corporation, insurance company, or substantially similar institution,
which, as a substantial part of its business operations, purchases or sells
securities and makes use of custodial services.
Amendment No. 1 to the Custodian Agreement between
Chase Manhattan Bank, N.A. and Fidelity Sterling Performance Portfolio,
L.P.
dated July 18, 1991
Page 2
2. By deleting Section 2.05 in its entirety and by substituting the
following therefor:
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.
3. By attaching to and making a part of the Agreement a copy of this
Amendment No. 1.
4. The Agreement, as amended hereby, is and shall remain in full force and
effect.
In witness whereof, each of the parties has caused this Amendment to be
executed in its name and on its behalf by its duly authorized
representative as of the date first written above.
Chase Manhattan Bank, N.A. Fidelity Sterling Performance
Portfolio, L.P.
By: /s/ Don Gandy By: /s/ Gary French
Title: Vice President Title: _________________________
Date: 11/3/93 Date: _________________________
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectus
and Statement of Additional Information in Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A of Fidelity Sterling Performance
Portfolio, L.P., of our reports dated February 6, 1995 on the financial
statements and financial highlights included in the December 31, 1994
Annual Report to Shareholders of Fidelity Sterling Performance Portfolio,
L.P.
We also consent to the incorporation by reference in this Post-Effective
Amendment, of our report dated February 6, 1995 on the financial statements
and financial highlights included in the Annual Report to Shareholders of
Fidelity Deutsche Mark Performance Portfolio, L.P., and Fidelity Yen
Performance Portfolio, L.P.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the Statement of
Additional Information.
/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 23, 1995
December 3, 1987
Fidelity Sterling Performance Portfolio, L.P.
82 Devonshire Street
Boston, MA 02109
Gentlemen:
Please be advised that the 10,000 shares of beneficial interest of Fidelity
Sterling Performance Portfolio, L.P., which we purchased on November 23,
1987 from you, were purchased as an investment with no present intention of
redeeming or reselling such shares.
Very truly yours,
/s/ Arthur S. Loring
Arthur S. Loring, Esquire
Vice President - Legal Department
Exhibit 16(a)
SCHEDULE FOR COMPUTATION OF PERFORMANCE CALCULATIONS
CUMULATIVE TOTAL RETURNS and their income and capital components are
described in the fund's Statement of Additional Information, and are based
on the net asset values, dividends, capital gain distributions, and
reinvestment prices of the historical period covered.
AVERAGE ANNUAL RETURNS are calculated according to the following formula:
Average Annual Return = [(1 + Cumulative Return)1/n] - 1
[where n = the number of years in the base period]
Fidelity Sterling Performance Portfolio, L.P.
Name: Sterling (498)
Notes:
Load: 0.996
Redemption:
FiscYear: 31-Dec
Column Column Heading
A Pay Date
B X-Date
C Reinvest NAV
D Month End
E Cum Shares
F Total Value
G Div
H CGLong
I CGShort
J Rep NAV
K Div Shares
L Value of Reinvest Div
M Cap Gain Shares
N Value of Reinvest Cap Gains
O Total Value
P Div Rcv'd in Cash
Q Cap Gains Rcv'd in Cash
R Cost of Reinvest Distributions
A B C D E F G H I J K L M N O P Q R
1.00 16Nov89 1000.00 10000.00 10.00
1.00 Nov-89 1000.00 9970.00 9.97 0 0 0 0 9970 0 0 0
1.00 Dec-89 1000.00 10320.00 10.32 0 0 0 0 10320 0 0 0
1.00 Jan-90 1000.00 10850.00 10.85 0 0 0 0 10850 0 0 0
1.00 Feb-90 1000.00 10940.00 10.94 0 0 0 0 10940 0 0 0
1.00 Mar-90 1000.00 10870.00 10.87 0 0 0 0 10870 0 0 0
1.00 Apr-90 1000.00 10950.00 10.95 0 0 0 0 10950 0 0 0
1.00 May-90 1000.00 11330.00 11.33 0 0 0 0 11330 0 0 0
1.00 Jun-90 1000.00 11930.00 11.93 0 0 0 0 11930 0 0 0
1.00 Jul-90 1000.00 12850.00 12.85 0 0 0 0 12850 0 0 0
1.00 Aug-90 1000.00 13140.00 13.14 0 0 0 0 13140 0 0 0
1.00 Sep-90 1000.00 13210.00 13.21 0 0 0 0 13210 0 0 0
1.00 Oct-90 1000.00 13860.00 13.86 0 0 0 0 13860 0 0 0
1.00 Nov-90 1000.00 14020.00 14.02 0 0 0 0 14020 0 0 0
1.00 Dec-90 1000.00 14090.00 14.09 0 0 0 0 14090 0 0 0
1.00 Jan-91 1000.00 14450.00 14.45 0 0 0 0 14450 0 0 0
1.00 Feb-91 1000.00 14200.00 14.20 0 0 0 0 14200 0 0 0
1.00 Mar-91 1000.00 13060.00 13.06 0 0 0 0 13060 0 0 0
1.00 Apr-91 1000.00 13130.00 13.13 0 0 0 0 13130 0 0 0
1.00 May-91 1000.00 12970.00 12.97 0 0 0 0 12970 0 0 0
1.00 Jun-91 1000.00 12470.00 12.47 0 0 0 0 12470 0 0 0
1.00 Jul-91 1000.00 13070.00 13.07 0 0 0 0 13070 0 0 0
1.00 Aug-91 1000.00 13130.00 13.13 0 0 0 0 13130 0 0 0
1.00 Sep-91 1000.00 13770.00 13.77 0 0 0 0 13770 0 0 0
1.00 Oct-91 1000.00 13790.00 13.79 0 0 0 0 13790 0 0 0
1.00 Nov-91 1000.00 14090.00 14.09 0 0 0 0 14090 0 0 0
1.00 Dec-91 1000.00 14970.00 14.97 0 0 0 0 14970 0 0 0
1.00 Jan-92 1000.00 14450.00 14.45 0 0 0 0 14450 0 0 0
1.00 Feb-92 1000.00 14310.00 14.31 0 0 0 0 14310 0 0 0
1.00 Mar-92 1000.00 14220.00 14.22 0 0 0 0 14220 0 0 0
1.00 Apr-92 1000.00 14680.00 14.68 0 0 0 0 14680 0 0 0
1.00 May-92 1000.00 15190.00 15.19 0 0 0 0 15190 0 0 0
1.00 Jun-92 1000.00 15940.00 15.94 0 0 0 0 15940 0 0 0
1.00 Jul-92 1000.00 16210.00 16.21 0 0 0 0 16210 0 0 0
1.00 Aug-92 1000.00 16820.00 16.82 0 0 0 0 16820 0 0 0
1.00 Sep-92 1000.00 15420.00 15.42 0 0 0 0 15420 0 0 0
1.00 Oct-92 1000.00 13480.00 13.48 0 0 0 0 13480 0 0 0
1.00 Nov-92 1000.00 13200.00 13.20 0 0 0 0 13200 0 0 0
1.00 Dec-92 1000.00 13160.00 13.16 0 0 0 0 13160 0 0 0
1.00 Jan-93 1000.00 13080.00 13.08 0 0 0 0 13080 0 0 0
1.00 Feb-93 1000.00 12550.00 12.55 0 0 0 0 12550 0 0 0
1.00 Mar-93 1000.00 13400.00 13.40 0 0 0 0 13400 0 0 0
1.00 Apr-93 1000.00 13950.00 13.95 0 0 0 0 13950 0 0 0
1.00 May-93 1000.00 13890.00 13.89 0 0 0 0 13890 0 0 0
1.00 Jun-93 1000.00 13320.00 13.32 0 0 0 0 13320 0 0 0
1.00 Jul-93 1000.00 13290.00 13.29 0 0 0 0 13290 0 0 0
1.00 Aug-93 1000.00 13390.00 13.39 0 0 0 0 13390 0 0 0
1.00 Sep-93 1000.00 13500.00 13.50 0 0 0 0 13500 0 0 0
1.00 Oct-93 1000.00 13410.00 13.41 0 0 0 0 13410 0 0 0
1.00 Nov-93 1000.00 13510.00 13.51 0 0 0 0 13510 0 0 0
1.00 Dec-93 1000.00 13460.00 13.46 0 0 0 0 13460 0 0 0
1.00 Jan-94 1000.00 13760.00 13.76 0 0 0 0 13760 0 0 0
1.00 Feb-94 1000.00 13620.00 13.62 0 0 0 0 13620 0 0 0
1.00 Mar-94 1000.00 13640.00 13.64 0 0 0 0 13640 0 0 0
1.00 Apr-94 1000.00 14000.00 14.00 0 0 0 0 14000 0 0 0
1.00 May-94 1000.00 13970.00 13.97 0 0 0 0 13970 0 0 0
1.00 Jun-94 1000.00 14320.00 14.32 0 0 0 0 14320 0 0 0
1.00 Jul-94 1000.00 14350.00 14.35 0 0 0 0 14350 0 0 0
1.00 Aug-94 1000.00 14310.00 14.31 0 0 0 0 14310 0 0 0
1.00 Sep-94 1000.00 14740.00 14.74 0 0 0 0 14740 0 0 0
1.00 Oct-94 1000.00 15340.00 15.34 0 0 0 0 15340 0 0 0
1.00 Nov-94 1000.00 14740.00 14.74 0 0 0 0 14740 0 0 0
1.00 Dec-94 1000.00 14790.00 14.79 0 0 0 0 14790 0 0 0
EXHIBIT 16(B)
SCHEDULE FOR THE COMPUTATION OF MOVING AVERAGES
Fidelity Sterling Performance Portfolio, L.P.
The 13-week and 39-week moving averages are long-term or weekly moving
averages. As such, they are based upon the closing adjusted NAV (presented
here) on the last business day of each week for the past 13 and 39 weeks
through the last business day of the week closest to the fund's fiscal year
end.
Adjusted Net Asset Value:
Following Day Dividend + Following Day Capital Gains
Current Day Factor = (---------------------------------------------- + 1)
(Following Day Factor)
Following Day NAV
Where:
Following Day Factor = 1.0 until the day preceding the first distribution.
Current Day NAV
Adjusted NAV = ---------------
Current Day Factor
13-week Moving Average is calculated as follows:
Sum of the end-of-week Adjusted Navs for the time period
13
39-week Moving Average is calculated as follows:
Sum of the end-of-week Adjusted NAVs for the time period
39
39 Week Moving Averages
STERLING (PND)
FACTOR NAV
08-Apr-94 1.000000 13.59
11-Apr-94 1.000000 13.54
12-Apr-94 1.000000 13.60
13-Apr-94 1.000000 13.59
14-Apr-94 1.000000 13.60
15-Apr-94 1.000000 13.56
18-Apr-94 1.000000 13.61
19-Apr-94 1.000000 13.64
20-Apr-94 1.000000 13.75
21-Apr-94 1.000000 13.74
22-Apr-94 1.000000 13.72
25-Apr-94 1.000000 13.75
26-Apr-94 1.000000 13.88
27-Apr-94 1.000000 13.88
28-Apr-94 1.000000 13.96
29-Apr-94 1.000000 14.00
02-May-94 1.000000 13.99
03-May-94 1.000000 13.97
04-May-94 1.000000 13.86
05-May-94 1.000000 13.83
06-May-94 1.000000 13.79
09-May-94 1.000000 13.84
10-May-94 1.000000 13.74
11-May-94 1.000000 13.80
12-May-94 1.000000 13.85
13-May-94 1.000000 13.85
16-May-94 1.000000 13.88
17-May-94 1.000000 13.89
18-May-94 1.000000 13.94
19-May-94 1.000000 13.93
20-May-94 1.000000 13.92
23-May-94 1.000000 13.93
24-May-94 1.000000 13.92
25-May-94 1.000000 13.96
26-May-94 1.000000 13.96
27-May-94 1.000000 13.97
30-May-94 1.000000 13.97
31-May-94 1.000000 13.97
01-Jun-94 1.000000 14.03
02-Jun-94 1.000000 13.98
03-Jun-94 1.000000 13.93
06-Jun-94 1.000000 13.96
07-Jun-94 1.000000 13.97
08-Jun-94 1.000000 13.98
09-Jun-94 1.000000 13.98
10-Jun-94 1.000000 13.97
13-Jun-94 1.000000 14.09
14-Jun-94 1.000000 14.07
15-Jun-94 1.000000 14.09
16-Jun-94 1.000000 14.08
17-Jun-94 1.000000 14.27
20-Jun-94 1.000000 14.24
21-Jun-94 1.000000 14.29
22-Jun-94 1.000000 14.20
23-Jun-94 1.000000 14.26
24-Jun-94 1.000000 14.39
27-Jun-94 1.000000 14.32
28-Jun-94 1.000000 14.39
29-Jun-94 1.000000 14.34
30-Jun-94 1.000000 14.32
01-Jul-94 1.000000 14.28
04-Jul-94 1.000000 14.33
05-Jul-94 1.000000 14.33
06-Jul-94 1.000000 14.35
07-Jul-94 1.000000 14.30
08-Jul-94 1.000000 14.39
11-Jul-94 1.000000 14.59
12-Jul-94 1.000000 14.56
13-Jul-94 1.000000 14.53
14-Jul-94 1.000000 14.48
15-Jul-94 1.000000 14.49
18-Jul-94 1.000000 14.50
19-Jul-94 1.000000 14.39
20-Jul-94 1.000000 14.36
21-Jul-94 1.000000 14.16
22-Jul-94 1.000000 14.20
25-Jul-94 1.000000 14.22
26-Jul-94 1.000000 14.17
27-Jul-94 1.000000 14.26
28-Jul-94 1.000000 14.20
29-Jul-94 1.000000 14.35
01-Aug-94 1.000000 14.28
02-Aug-94 1.000000 14.28
03-Aug-94 1.000000 14.35
04-Aug-94 1.000000 14.29
05-Aug-94 1.000000 14.34
08-Aug-94 1.000000 14.33
09-Aug-94 1.000000 14.32
10-Aug-94 1.000000 14.30
11-Aug-94 1.000000 14.40
12-Aug-94 1.000000 14.40
15-Aug-94 1.000000 14.36
16-Aug-94 1.000000 14.33
17-Aug-94 1.000000 14.37
18-Aug-94 1.000000 14.44
19-Aug-94 1.000000 14.43
22-Aug-94 1.000000 14.51
23-Aug-94 1.000000 14.50
24-Aug-94 1.000000 14.47
25-Aug-94 1.000000 14.50
26-Aug-94 1.000000 14.26
29-Aug-94 1.000000 14.32
30-Aug-94 1.000000 14.30
31-Aug-94 1.000000 14.31
01-Sep-94 1.000000 14.41
02-Sep-94 1.000000 14.43
05-Sep-94 1.000000 14.49
06-Sep-94 1.000000 14.49
07-Sep-94 1.000000 14.42
08-Sep-94 1.000000 14.41
09-Sep-94 1.000000 14.49
12-Sep-94 1.000000 14.65
13-Sep-94 1.000000 14.59
14-Sep-94 1.000000 14.62
15-Sep-94 1.000000 14.58
16-Sep-94 1.000000 14.75
19-Sep-94 1.000000 14.66
20-Sep-94 1.000000 14.69
21-Sep-94 1.000000 14.74
22-Sep-94 1.000000 14.72
23-Sep-94 1.000000 14.73
26-Sep-94 1.000000 14.69
27-Sep-94 1.000000 14.76
28-Sep-94 1.000000 14.72
29-Sep-94 1.000000 14.76
30-Sep-94 1.000000 14.74
03-Oct-94 1.000000 14.76
04-Oct-94 1.000000 14.79
05-Oct-94 1.000000 14.84
06-Oct-94 1.000000 14.88
07-Oct-94 1.000000 14.85
10-Oct-94 1.000000 14.85
11-Oct-94 1.000000 14.79
12-Oct-94 1.000000 14.81
13-Oct-94 1.000000 14.89
14-Oct-94 1.000000 14.92
17-Oct-94 1.000000 15.09
18-Oct-94 1.000000 15.10
19-Oct-94 1.000000 15.20
20-Oct-94 1.000000 15.30
21-Oct-94 1.000000 15.24
24-Oct-94 1.000000 15.29
25-Oct-94 1.000000 15.34
26-Oct-94 1.000000 15.36
27-Oct-94 1.000000 15.34
28-Oct-94 1.000000 15.23
31-Oct-94 1.000000 15.34
01-Nov-94 1.000000 15.32
02-Nov-94 1.000000 15.22
03-Nov-94 1.000000 15.18
04-Nov-94 1.000000 15.16
07-Nov-94 1.000000 15.15
08-Nov-94 1.000000 15.20
09-Nov-94 1.000000 15.07
10-Nov-94 1.000000 15.03
11-Nov-94 1.000000 14.99
14-Nov-94 1.000000 14.90
15-Nov-94 1.000000 14.76
16-Nov-94 1.000000 14.77
17-Nov-94 1.000000 14.78
18-Nov-94 1.000000 14.73
21-Nov-94 1.000000 14.74
22-Nov-94 1.000000 14.76
23-Nov-94 1.000000 14.75
24-Nov-94 1.000000 14.75
25-Nov-94 1.000000 14.69
28-Nov-94 1.000000 14.69
29-Nov-94 1.000000 14.70
30-Nov-94 1.000000 14.74
01-Dec-94 1.000000 14.75
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05-Dec-94 1.000000 14.66
06-Dec-94 1.000000 14.72
07-Dec-94 1.000000 14.74
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09-Dec-94 1.000000 14.70
12-Dec-94 1.000000 14.75
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20-Dec-94 1.000000 14.72
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22-Dec-94 1.000000 14.61
23-Dec-94 1.000000 14.59
26-Dec-94 1.000000 14.59
27-Dec-94 1.000000 14.59
28-Dec-94 1.000000 14.84
29-Dec-94 1.000000 14.73
30-Dec-94 1.000000 14.79
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