<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Sterling L.P.
(Name of Registrant)
File No. 33-13421
</PAGE>
<PAGE>
FILE NO. 33-13421
Fidelity Sterling L.P.
: Fidelity Sterling Performance Portfolio, L.P.
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
474,405 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
151,048 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
151,048 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
151,048
$
2,161,057
Redemptions See Note (2) :
(151,048)
$
(2,161,057)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
198,768
and $2,816,251
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Sterling L.P.
:
Fidelity Sterling Performance Portfolio, L.P.
By John H. Costello
Assistant Treasurer
</PAGE>
Fidelity (LOGO) Investments
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 563 7000
February 15, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Sterling Performance Portfolio, L.P.
82 Devonshire Street
Boston, Massachusetts 02109
Dear John:
Fidelity Sterling Performance Portfolio, L.P. (the "Fund") is a
Delaware limited partnership created under the name "Fidelity
Pound Fund, L.P." under a Certificate of Limited Partnership and
written Partnership Agreement dated April 13, 1987 and executed
and delivered in Dover, Delaware. Its name was changed to
"Fidelity Sterling Portfolio, L.P." through an amended Certificate of
Limited Partnership adopted by the General Partners of the Fund on
October 16, 1987 (there being no limited partners of the Fund) and
filed in Dover, Delaware on that date. The Fund's name was
changed to "Fidelity Sterling Performance Portfolio, L.P." through
an amended Certificate of Limited Partnership adopted by the
General Partners on November 17, 1988 and filed in Dover,
Delaware on November 28, 1988. The Fourth Amendment to the
Certificate of Limited Partnership as of February 10, 1989 was filed
in Dover, Delaware on February 16, 1989. The Fifth Amendment
to the Certificate of Limited Partnership as of April 19, 1989 was
filed in Dover, Delaware on May 1, 1989. The Sixth Amendment
to the Certificate of Limited Partnership as of May 2, 1989 was
filed in Dover, Delaware on May 8, 1989. The Seventh
Amendment to the Certificate of Limited Partnership as of February
15, 1990 was filed in Dover, Delaware on February 23, 1990. The
Eighth Amendment to the Certificate of Limited Partnership as of
July 19, 1990 was filed in Dover, Delaware on August 27, 1990.
The Ninth Amendment to the Certificate of Limited Partnership as
of February 14, 1991 was filed in Dover, Delaware on February 20,
1991. The Tenth Amendment to the Certificate of Limited
Partnership as of February 6, 1992 was filed in Dover, Delaware on
March 17, 1992. The Eleventh Amendment to the Certificate of
Limited Partnership as of October 1, 1993 was filed in Dover,
Delaware on November 29, 1993. An amended and restated
Certificate of Limited Partnership dated December 21, 1994 was
filed in Dover, Delaware on December 30, 1994. Amended and
restated Partnership Agreements dated November 1, 1988 and July
12, 1989 were filed with the Securities and Exchange Commission,
there being no requirement that they be filed in Delaware.
I am of the opinion that all legal requirements have been complied
with in the creation of the Fund and that said Fund is a duly
authorized and validly existing limited partnership under the laws of
the State of Delaware. In this regard, I have relied on the opinion
of Delaware counsel (Morris, Nichols, Arsht & Tunnell, letter dated
February 13, 1995 confirming opinion in letter dated December 3,
1987) with respect to matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise defined herein, are
used as defined in the Partnership Agreement.
Under Article II (d), of the Partnership Agreement, the beneficial
interest in the Fund shall be divided into such numbers of whole and
fractional shares of beneficial interest ("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 share of that Series
outstanding. 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, and to take such other action with
respect to the Shares as the Managing General Partners may deem
desirable.
Under Sections IV(c) and IV(d) of the Partnership Agreement, the
Managing General Partners are empowered to accept investment in
the Fund in cash (U.S. dollars) or such other property or currency
from such persons and on such terms as they may from time to time
authorize. Such investments in the Fund shall be credited to each
Limited Partner's account in the form of Shares at the then
applicable Net Asset Value as determined on such days and at such
times as the Managing General Partners may determine.
By a vote adopted on April 14, 1987, the Managing General
Partners authorized the issue and sale of an unlimited number of
shares of beneficial interest of the Fund in accordance with the
terms included in the then current Registration Statement and
subject to the limitations of the Partnership Agreement and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Fund has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Fund intends to file with the Securities
and Exchange Commission a Notice making definite the registration
of 151,048 shares of the Fund (the "Shares") sold in reliance upon
Rule 24f-2 during the fiscal year ended December 31, 1994.
I am of the opinion that all necessary Fund action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable,
except as described in the Statement of Additional Information
under the heading "Limitation of Limited Partners' Liability." In
rendering this opinion, I rely on the representation by the Fund that
it or its agents received consideration for the Shares in accordance
with the Fund's Partnership Agreement, and I express no opinion as
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
(Morris, Nichols, Arsht & Tunnell Letterhead)
February 13, 1995
Arthur S. Loring, Esquire
Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Sterling Performance Portfolio, L.P.
Dear Mr. Loring:
We acted as special Delaware counsel to Fidelity Sterling
Performance Portfolio, L.P. (formerly Fidelity Sterling Portfolio,
L.P.), a Delaware limited partnership (the "Partnership"), in
connection with the formation of the Partnership and related
matters. In our capacity as special Delaware counsel, we issued an
opinion to you dated December 3, 1987, a copy of which is
attached hereto (the "Prior Opinion"). You have requested that we
confirm our earlier opinion as of the date hereof.
In rendering this further opinion, we have reviewed the documents
referenced in the Prior Opinion and, in addition, we have reviewed
copies of: (i) the Amended and Restated Agreement of Limited
Partnership of the Partnership dated July 12, 1989, in the form you
have supplied to us (the "Partnership Agreement") (which we
assume has been appropriately completed for the Partnership and
duly executed, and that an appropriate Schedule A has been
attached thereto); (ii) amendments to, and an amendment and
restatement of, the Certificate of Limited Partnership of the
Partnership filed in the Recording Office subsequent to the date of
the Prior Opinion; and (iii) a certification of good standing of the
Partnership obtained on the date hereof from the Office of the
Secretary of State of the State of Delaware. The opinions
hereinafter expressed are based on the same assumptions set forth
in the Prior Opinion (including as applicable to the additional
documents herein referenced). We have further assumed for the
purposes hereof that no event has occurred through the date hereof
that would cause a dissolution of the Partnership under the terms of
the Partnership Agreement or the Delaware Act and that all
documents referenced in the Prior Opinion and herein remain in full
force and effect and have not been modified, supplemented or
otherwise amended, except as herein referenced. Capitalized terms
used herein and not otherwise herein defined are used as defined in
the Prior Opinion.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, and subject to the discussion in the
following paragraph, we hereby reconfirm to you as of the date
hereof the opinions set forth in the Prior Opinion.
We call your attention to the fact that effective September 1, 1988,
the Delaware Act was amended in certain respects including, as
relevant to the Prior Opinion, with regard to the liability of limited
partners with respect to distributions. Under the statute, as
amended (the "Amended Delaware Act"), the liability of a limited
partner to return a distribution to a Delaware limited partnership is
no longer dependent, as under prior Section 17-608, on whether a
distribution constitutes a return of a capital contribution, and 17-
608 has been deleted from the statute. Under the Amended
Delaware Act, the liability of a limited partner for the return of
distribution to the Partnership is determined under Section 17-607.
As revised, that Section prohibits a limited partnership from making
a distribution if, after giving effect to the distribution, all liabilities
of the limited partnership, other than liabilities to partners on
account of their partnership interests and liabilities for which the
recourse of creditors is limited to specific property of the limited
partnership, exceed the fair value of the assets of the partnership
(provided that the fair value of property that is subject to a liability
for which the recourse of creditors is limited is included in the
assets of the partnership only to the extent that the fair value of
such property exceeds such liability). See 6 Del. C. 17-607(a). A
limited partner who receives a distribution in violation of the
foregoing restriction, and who knows at the time of the distribution
that the distribution is wrongful, will be liable to the limited
partnership for the amount of the distribution. If the limited partner
does not know at the time of the distribution that the distribution
violates the Section 17-607 restriction, the limited partner is not
liable for the amount of the distribution under the Delaware Act
(although liability for the return of a distribution may exist by
agreement or under general principles of law such as the law of
fraudulent conveyances). The liability of a limited partner for a
wrongful distribution, if any (under the Amended Delaware Act or
other applicable Delaware law), terminates after the expiration of
three years from the date of the distribution.
We understand that you may rely as to matters of Delaware law on
the opinions hereinabove set forth in connection with the rendering
by you of an opinion to be used as an Exhibit to a Rule 24f-2
Notice to be filed by the Partnership with the Securities and
Exchange Commission, and we hereby consent to such reliance.
Except as stated in the foregoing sentence, the opinions herein
expressed are intended solely for the benefit of the addressee hereof
and may not be relied upon by any other person or entity for any
propose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Walter C. Tuthill
Walter C. Tuthill
Morris, Nichols, Arsht & Tunnell
1105 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899
Telephone (302) 658-9200
Telecopy (302) 658-3989
December 3, 1987
Arthur S. Loring, Esquire
Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Sterling Portfolio, L.P.
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Sterling
Portfolio, L.P., a Delaware limited partnership (the "Partnership"),
in connection with the formation of the Partnership and the
proposed issuance of Shares of limited partnership interest therein
as described in the Registration Statement dated April 13, 1987
(and related Prospectus) on Form N-1A filed by the Partnership
with the Securities and Exchange Commission in connection with
the registration of the Shares, as amended by first and second
amendments thereto, the second amendment being filed on or about
the date hereof (as amended the "Registration Statement" and
"Prospectus"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Amended and Restated
Agreement of Limited Partnership of the Partnership in the form
you have supplied to us (the "Partnership Agreement").
In rendering this opinion, we have examined copies of: the
Registration Statement; the original Agreement of Limited
Partnership of the Partnership dated as of April 13, 1987; the
Partnership Agreement; the Certificate of Limited Partnership of the
Partnership dated as of April 13, 1987 and filed in the Office of the
Secretary of State of the State of Delaware (the "Recording
Office") on April 14, 1987, as amended by First and Second
Amendments thereto, filed in the Recording Office on October 16,
1987 and December 3, 1987, respectively; and such other
instruments, certificates and documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.
In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as copies or drafts of documents to be executed and
the legal competence or capacity of person or entities (who are or
will become signatories thereto) to complete the execution of
documents. We have further assumed for the purposes of this
opinion: (i) the due organization, valid existence and good standing
of the Non-Managing General Partner under the laws of the state of
its formation; (ii) the due authorization, execution and delivery by,
or on behalf of, each of the parties thereto of the above-referenced
instruments, certificates and other documents and of all documents
contemplated by the Partnership Agreement and the Registration
Statement to be executed by investors desiring to become Limited
Partners (including the execution of a Partnership account
application by each Limited Partner); (iii) the payment of
consideration for interests in the Partnership and Shares, and the
application of such funds, as provided in the Partnership Agreement
and the Registration Statement, and compliance with the other
terms, conditions and restrictions set forth in the Partnership
Agreement and the Registration Statement in connection with the
issuance of Shares (including, without limitation, the taking of all
appropriate action by the Managing General Partners to designate
Series of Shares and the rights and preferences attributable thereto
as contemplated by the Partnership Agreement); (iv) that
appropriate notation of the names, addresses and capital
contributions of limited partners will be maintained in the books and
records of the Partnership in connection with the issuance or
transfer of Shares; (v) that the name of the Partnership will not
include the name of any Limited Partner; and (vi) that the activities
of the Partnership will be conducted in accordance with the terms
of the Partnership Agreement, the Registration Statement
(including the Prospectus) and the Delaware Revised Uniform
Limited Partnership Act, 6 Del. C. 17-101 et seq. (the
"Delaware Act"). As to any facts material to our opinion, other
than those assumed, we have relied on the above-referenced
instruments, certificates and other documents and on the truth and
accuracy of the matters therein set forth.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, we are of the opinion that:
1. The Partnership is a duly organized and validly existing limited
partnership in good standing under the laws of the State of
Delaware.
2. The Shares, when issued to Limited Partners in accordance with
the terms, conditions, requirements and procedures set forth in the
Partnership Agreement and the Registration Statement (including
Shares issued at the Net Asset Value thereof in lieu of cash
distributions in such amounts pursuant to Section VII(b) of the
Partnership Agreement), will constitute legally and validly issued
Shares of limited partnership interest in the Partnership and, subject
to the opinion expressed in paragraph 3 below, will not be subject
to assessment by the Partnership for additional capital
contributions.
3. No provision of the Partnership Agreement provides for or
permits any Limited Partner, in such capacity, to take action which,
under the Delaware Act, would constitute participating in the
control of the business of the Partnership so as to make the Limited
Partner taking such action liable as a general partner for the debts
and obligations of the Partnership, and, provided that a Limited
Partner in fact does not take part in the control of the business of
the Partnership, the liability of such Limited Partner under
Delaware law, by reason of his status as a limited partner, will be
limited to an amount not in excess of the sum of (a) the capital
contribution required to be made under the Partnership Agreement
with respect to all Shares purchased or held by such Limited
Partner (including Shares distributed as Partnership distributions),
together with any undistributed partnership income, profits or
property to which such Limited Partner may be entitled on account
of his ownership of Shares; (b) the amount of any distribution made
to such Limited Partner constituting a return of all or any part of
the capital contribution attributable to Shares held by such Limited
Partner, to the extent the same is required to be returned to or for
the account of the Partnership pursuant to Section 17-608 of the
Delaware Act or the terms of the Partnership Agreement,
potentially with interest; and (c) the amount of any distribution
made to such Limited Partner to the extent such distribution would
render the Partnership insolvent as provided in Section 17-607 of
the Delaware Act, potentially with interest; provided, however, that
(i) we express no opinion with respect to the limited liability of any
Limited Partner who is, was or may become a named General
Partner of the Partnership or an affiliate of a named General Partner
and (ii) our opinion concerning non-participation in the control of
the business of the Partnership is limited to the voting, approval or
consent rights of Limited Partners as presently set forth in the
Partnership Agreement and the 1940 Act.
We understand that you may rely on the opinions hereinabove set
forth in connection with the rendering by you of an opinion to be
used as an Exhibit to a Rule 24f-2 Notice to be filed by the
Partnership with the Securities and Exchange Commission, and we
hereby consent to such reliance. Except as provided in the
foregoing sentence, the opinions herein expressed are intended
solely for the benefit of the addressee hereof and may not be relied
upon by any other person or entity for any purpose without our
prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/Walter C. Tuthill
Walter C. Tuthill
