<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 33-13421)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ____________ [ ]
Post-Effective Amendment No. _____14____ [ ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
Amendment No. ____________ [ ]
Fidelity Sterling Performance Portfolio, L.P.
(Exact Name of Registrant as Specified in Charter)
82 Devonshire Street, Boston, MA 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number: (617) 563-7000
Arthur S. Loring, Esq., 82 Devonshire Street, Boston, MA 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on August 29, 1996,
pursuant to Paragraph (b) of Rule 485.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
Title
of Proposed
Securities Amount Proposed Maximum
Being of Shares Maximum Aggregate Amount of
Registered Being Registered Offering per Unit Offering Price Registration Fee
Sterling Portfolio 172,316* 15.92 $2,743,267 $100
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the average of the bid and ask prices in effect on
August 23, 1996.
* This calculation has been made pursuant to Rule 24e-2 under the
Investment Company Act of 1940. Registrant, during its fiscal year ended
December 31, 1995, redeemed or repurchased 277,244 shares. 159,559 shares
are being utilized for the purpose of reduction pursuant to Paragraph (2)
of such rule. 117,685 redeemed or repurchased shares were used for
reduction pursuant to Paragraph (a) of Rule 24e-2 or Paragraph (c) of Rule
24f-2 in previous filings of post-effective amendments during the current
year.
FORM N-1A
DETAIL SCHEDULE
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<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SHARES REDEEMED OR
REPURCHASED USED
FOR REDUCTION
PROPOSED SHARES PURSUANT TO
MAXIMUM BEING PARAGRAPH (A) OF
OFFERING PROPOSED SHARES UTILIZED FOR RULE 24E-2 OR
AMOUNT OF PRICE PER MAXIMUM REDEEMED REDUCTION PARAGRAPH (C) OF
PORTFOLIO SHARES UNIT AGGREGATE YEAR-END PURSUANT TO RULE 24F-2
BEING OFFERING 12/31/95 PARAGRAPH
REGISTERED PRICE (2) OF RULE
24E-2
</TABLE>
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. 14 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 29th day
of August 1996.
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 Trustee August 29, 1996
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Kenneth A. Rathgeber Treasurer August 29, 1996
Kenneth A. Rathgeber
/s/J. Gary Burkhead Managing General Partner August 29, 1996
J. Gary Burkhead
/s/Ralph F. Cox * Managing General Partner August 29, 1996
Ralph F. Cox
/s/Phyllis Burke Davis * Managing General Partner August 29, 1996
Phyllis Burke Davis
/s/Richard J. Flynn * Managing General Partner August 29, 1996
Richard J. Flynn
/s/E. Bradley Jones * Managing General Partner August 29, 1996
E. Bradley Jones
/s/Donald J. Kirk * Managing General Partner August 29, 1996
Donald J. Kirk
/s/Peter S. Lynch * Managing General Partner August 29, 1996
Peter S. Lynch
/s/Edward H. Malone * Managing General Partner August 29, 1996
Edward H. Malone
/s/Marvin L. Mann_____* Managing General Partner August 29, 1996
Marvin L. Mann
/s/Gerald C. McDonough* Managing General Partner August 29, 1996
Gerald C. McDonough
/s/Thomas R. Williams * Managing General Partner August 29, 1996
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
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to 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 any
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Pre-Effective Amendments or
Post-Effective Amendments to said Registration Statements on Form N-1A or
any successor thereto, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in my name and behalf in connection therewith as said
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
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>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Director, Trustee or General Partner (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, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-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
