SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 33-15983)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. _22 [X]
and
REGISTRATION STATEMENT (No. 811-5251)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22 [ ]
Fidelity Institutional Trust
(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 (April 19, 1996) 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:
(X) 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 April 30, 1996.
FIDELITY INSTITUTIONAL TRUST:
FIDELITY U. S. BOND INDEX PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 a,b Cover Page
2 a Expenses
b,c Contents; Who May Want to Invest
3 a,b Financial Highlights
c Performance
d Performance
4 a(i) Charter
a(ii) Investment Principles and Risks; Securities and Investment
Practices; Fundamental Investment Policies and Restrictions
b Securities and Investment Practices
c Who May Want to Invest; Investment Principles and Risks; Securities and
Investment Practices
5 a Charter
b(i) Cover Page; FMR and its Affiliates
b(ii) FMR and Its Affiliates; Breakdown of
Expenses; Other Expenses
b(iii) Expenses; Breakdown of Expenses
c *
d Cover Page; Charter; Breakdown of Expenses; FMR and Its Affiliates;
Other Expenses
e FMR and Its Affiliates; Other Expenses
f Expenses
g Expenses; FMR and Its Affiliates; Other Expenses
5A *
6 a(i) Charter
a(ii) How to Buy Shares; How to Sell Shares; Investor
Services; Transaction Details; Exchange Restrictions
a(iii) *
b *
c How to Buy Shares; Exchange Restrictions
d *
e Cover Page; How to Buy Shares; How to Sell Shares; Investor Services;
Transaction Details
f,g Dividends, Capital Gains, and Taxes
7 a Cover page; FMR and its Affiliates
b How to Buy Shares; Transaction Details
c How to Buy Shares; Transaction Details
d How to Buy Shares
e, Other Expenses
f, Expenses; Breakdown of Expenses; Other Expenses
8 How to Sell Shares; Investor Services; Transaction Details; Exchange
Restrictions
9 *
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
FIDELITY
U.S. BOND INDEX
PORTFOLIO
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated April 19, 1996. 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 Client Services at the
appropriate number listed below or contact your investment professional.
INDIVIDUAL ACCOUNTS (PARTICIPANT)
If you are investing through a retirement plan sponsor or other
institution, refer to your plan materials or contact that institution
directly.
RETIREMENT PLAN LEVEL ACCOUNTS
(TRUSTEES, PLAN SPONSORS)
Corporate Clients 1-800-962-1375
"Not for Profit" Clients 1-800-343-0860
FINANCIAL AND OTHER INSTITUTIONS
Nationwide 1-800-843-3001
MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION 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.
UBI-pro-0496
10979
A fund of Fidelity Institutional Trust
The fund seeks to provide investment results that correspond to the
aggregate price and interest performance of the debt securities in the
Lehman Brothers Aggregate Bond Index (the Aggregate Bond Index).
PROSPECTUS
DATED APRIL 19, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109
AND
ANNUAL REPORT
FOR THE PERIOD ENDING
FEBRUARY 29, 1996
CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST
EXPENSES The fund's yearly operating expenses.
FINANCIAL HIGHLIGHTS A summary of the fund's
financial data.
PERFORMANCE How the fund has done over time.
THE FUND IN DETAIL CHARTER How the fund is organized.
INVESTMENT PRINCIPLES AND RISKS The fund's overall
approach to investing.
BREAKDOWN OF EXPENSES How operating costs are
calculated and what they include.
YOUR ACCOUNT TYPES OF ACCOUNTS Different ways to set up your
account, including tax-sheltered retirement plans.
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.
SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES
TRANSACTION DETAILS Share price calculations and the
timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
</TABLE>
ANNUAL REPORT
<TABLE>
<CAPTION>
<S> <C> <C>
PERFORMANCE A-1 How the fund has done over time.
FUND TALK A-4 The manager's review of fund performance, strategy,
and outlook.
INVESTMENT CHANGES A-6 A summary of major shifts in the fund's investments
over the past six months.
INVESTMENTS A-7 A complete list of the fund's investments with their
market values.
FINANCIAL STATEMENTS A-13 Statement of assets and liabilities, operations, and
changes in net assets, as well as financial highlights.
NOTES A-17 Notes to the financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS A-19 The auditor's opinion.
</TABLE>
KEY FACTS
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who seek investment results that
correspond to those of an index that includes various types of medium to
high - quality debt obligations, with reasonable consistency over
time.
Because the fund seeks to track, rather than beat, the performance of the
Aggregate Bond Index, the fund is not managed in the same manner as other
mutual funds. Fidelity Management & Research Company (FMR) selects debt
securities with the goal of maintaining a portfolio that approximates the
performance of the Aggregate Bond Index .
The value of the fund's investments and the income they generate vary from
day to day, and generally reflect changes in interest rates, market
conditions, and other political and economic news. The fund's investments
are also subject to prepayments, which can lower the fund's yield,
particularly in periods of declining interest rates.
The fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of the fund.
Maximum sales charge on purchases and None
reinvested distributions
Maximum deferred sales None
charge
Redemption fee None
Exchange fee None
ANNUAL OPERATING EXPENSES are paid out of the fund's assets. The fund pays
a management fee to FMR. The fund also incurs other expenses for services
such as maintaining shareholder records , and furnishing shareholder
account statements and financial reports.
The fund's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following are based on historical expenses of the fund, and are
calculated as a percentage of average net assets of the fund. The fund
has entered into an arrangement with its transfer agent whereby interest
earned on uninvested cash balances is used to reduce transfer agent
expenses. If this reduction is included, the total operating expenses
presented in the table would be 0.31%.
Management fee (after reimbursement) 0.00
%
12b-1 fee (Distribution Fee) None
Other expenses (after reimbursement) 0.32
%
Total operating expenses (after reimbursement) 0.32
%
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment, assuming a 5% annual return and full redemption at the end of
each time period:
1 Year 3 Years 5 Years 10 Years
$ 3 $ 10 $ 18 $ 41
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
Subject to revision upon 90 days' notice to shareholders, FMR has
voluntarily agreed to reimburse the fund to the extent that total operating
expenses (excluding interest, taxes, brokerage commissions, and
extraordinary expenses) are in excess of 0.32% of its average net assets.
If this agreement were not in effect, the management fee, other expenses,
and total operating expenses , as a percentage of average net assets,
would have been the following amounts, 0.32%, 0.32 %, and
0.64 %, respectively.
FINANCIAL HIGHLIGHTS
The financial highlights table that follows and the fund's financial
statements and financial highlights that are included in the fund's
Annual Report have been audited by Price Waterhouse LLP , independent
accountants. Their report on the financial statements and financial
highlights is included in the attached Annual Report.
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Years ended February 28 1996J 1995 1994I 1993F 1992E 1991E 1990D
Net asset value, beginning of period $ 10.250 $ 10.830 $ 11.070 $ 10.910 $ 10.710 $ 10.040 $ 10.000
Income from Investment Operations .755 .718 .697 .260 .839 .863 .559
Net investment income
Net realized and unrealized
gain (loss) .460 (.542) (.110) .324 .277 .668 .040
Total from investment operations 1.215 .176 .587 .584 1.116 1.531 .599
Less Distributions (.755) (.756) (.727) (.254) (.836) (.861) (.559)
From net investment income
From net realized gain -- -- (.070) (.170) (.080) -- --
In excess of net realized gain -- -- (.030) -- -- -- --
Total distributions (.755) (.756) (.827) (.424) (.916) (.861) (.559)
Net asset value, end of period $ 10.710 $ 10.250 $ 10.830 $ 11.070 $ 10.910 $ 10.710 $ 10.040
Total returnB,C 12.13% 1.90% 5.38% 5.50% 10.84% 15.86% 6.14%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
omitted) $ 475,646 $ 354,682 $ 288,504 $ 123,351 $ 86,149 $ 39,144 $ 25,600
Ratio of expenses to average net
assets G .32% .32% .32% .32% .32% .32% .32%
A A
Ratio of expenses to average net
assets after .31% .32% .32% .32% .32% .32% .32%
expense reductions H A A
Ratio of net investment income to
average net 7.11% 7.58% 6.93% 7.34% 7.70% 8.33% 8.62%
assets A A
Portfolio turnover rate 128% 73% 160% 89% 113% 50% 62%
A A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS ON PAGE A-18).
D MARCH 8, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990
E FOR THE YEAR ENDED OCTOBER 31
F FOR THE FOUR MONTHS ENDED FEBRUARY 28, 1993
G FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER (SEE NOTE 5 OF NOTES TO THE FINANCIAL STATEMENTS ON PAGE A-18).
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS ON PAGE A-18).
I EFFECTIVE MARCH 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
J FOR THE YEAR ENDED FEBRUARY 29
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns and yields that follow are based on historical fund results and do
not reflect the effect of taxes.
The fund's fiscal year runs from March 1 to February 28. The tables below
show the fund's performance over past fiscal years. The chart on the
following page presents the fund's calendar year performance .
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Life of
February 29, 1996 year[ A ] years[ A ] fund [A ][ B ]
U.S. Bond Index 12.13 % 9.09 % 9.60 %
</TABLE>
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Life of
February 29 , 1996 year[ A ] years[ A ] fund[A][ B ]
U.S. Bond Index 12.13 % 54.52 % 73.15 %
</TABLE>
[A] IF FMR HAD NOT REIMBURSED CERTAIN FUND EXPENSES DURING THESE PERIODS,
TOTAL RETURNS WOULD HAVE BEEN LOWER.
[B] FROM MARCH 8, 1990.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE LEHMAN BROTHERS AGGREGATE BOND INDEX is comprised of fixed-rate debt
issues, including government, corporate, asset-backed, and mortgage-backed
securities. Issues included in the Index are rated investment-grade or
above and have maturities of at least one year.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Intermediate U.S. Government
Funds Average, which currently reflects the performance of over 110 mutual
funds with similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free financial report, call Fidelity
Client Services at the appropriate number listed on page .
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
YEAR-BY-YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years 1991 1992 1993 1994 1995
U.S. BOND INDEX 16.37 7.97 10.21 -2.61 18.00
% % % % %
Lehman Brothers Aggregate Bond Index 16.00 7.40 9.75 -2.92 18.47
% % % % %
Lipper Intermediate U.S. Government
Funds Average 14.51 6.12 8.61 -3.77 15.75
% % % % %
Consumer Price Index 3.06 2.90 2.75 2.67 2.54
% % % % %
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: 16.37
Row: 7, Col: 1, Value: 7.970000000000001
Row: 8, Col: 1, Value: 10.21
Row: 9, Col: 1, Value: -2.61
Row: 10, Col: 1, Value: 18.0
(LARGE SOLID BOX) U.S. BOND INDEX
THE FUND IN DETAIL
CHARTER
U.S. BOND INDEX IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. The fund is a diversified
fund of Fidelity Institutional Trust, an open-end management investment
company organized as a Massachusetts business trust on July 21, 1987.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. The transfer
agent will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The fund employs various Fidelity
companies to perform activities required for its operation.
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs.
As of February 29, 1996, FMR advised funds having approximately 25
million shareholder accounts with a total value of more than $ 374
billion.
Christine Thompson is vice president and manager of U.S. Bond Index, which
she has managed since 1990. She is also co-manager of Global Bond, which
she has managed since March 1996; and manager of the Target Timeline Funds
which she has managed since February 1996; and Intermediate Bond which she
has managed since October 1995. She joined Fidelity in 1985 as a senior
bond analyst.
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 Investments Institutional Operations Company
(FIIOC) performs transfer agent servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR. Members of the Edward C.
Johnson 3d family are the predominant owners of a class of shares of common
stock representing approximately 49% of the voting power of FMR Corp. Under
the Investment Company Act of 1940 (the 1940 Act), control of a company is
presumed where one individual or group of individuals owns more than 25% of
the voting stock of that company; therefore, the Johnson family may be
deemed under the 1940 Act to form a controlling group with respect to FMR
Corp.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND'S INVESTMENT APPROACH
The fund seeks to match the performance of the Aggregate Bond Index while
keeping expenses low. FMR normally invests at least 80% of its total assets
in securities included in the Aggregate Bond Index. If the fund's assets
drop below $50 million, the percentage of the fund's assets invested in
such securities may drop to as low as 65%. The fund may invest in
foreign securities that are U.S. dollar-denominated. The fund normally buys
investment-grade bonds.
The Aggregate Bond Index is comprised of fixed-rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities. Issues
included in the Index are rated investment-grade or above and have
maturities of at least one year. Inclusion of a security in the
Aggregate Bond Index in no way implies an opinion by Lehman Brothers, Inc.
as to its attractiveness or appropriateness as an investment for the fund.
Lehman Brothers, Inc. is neither an affiliate nor a sponsor of the fund and
inclusion of a security in the Aggregate Bond Index does not imply that it
is a good investment.
In seeking a 90% or better correlation between the fund's
performance and that of the Aggregate Bond Index, FMR uses
an "index sampling" technique to choose securities which replicate the
characteristics of the Aggregate Bond Index. The fund's portfolio
composition may not be identical to that of the Aggregate Bond Index.
FMR will attempt to maintain the weightings of securities held by the fund
to correspond to their respective weighting in the Aggregate Bond Index.
FMR expects to be able to invest within "10% of the actual Aggregate Bond
Index weighting of broad market sectors.
FMR monitors the correlation between the performance of the fund and the
Aggregate Bond Index on a regular basis. In the unlikely event that the
fund cannot achieve a correlation of 90% or better, the Trustees will
consider alternative investment arrangements. The fund's ability to
duplicate the performance of the Aggregate Bond Index will depend, to some
extent, on the size and frequency of cash flow into and out of the fund.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it reacts to changes in interest rates similarly
to the Aggregate Bond Index (which generally reacts similarly to bonds
with maturities between f our and ten years ) . As of February
29, 1996, the fund's dollar-weighted average maturity was approximately
7.6 years.
The total return from a bond is a combination of income and price gains or
losses. While income is the most important component of bond returns over
time, the fund's emphasis on income does not mean that the fund invests
only in the highest-yielding bonds available, or that it can avoid risks to
principal. In selecting investments for the fund FMR considers a bond's
income potential together with its potential for price gains or losses. FMR
focuses on assembling a portfolio of income-producing securities that it
believes will provide the best tradeoff between risk and return within the
range of securities that are eligible investments for the fund.
The fund's yield and share price change daily and are based on changes in
interest rates, market conditions, other economic and political news, 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. Lower-quality securities offer
higher yields, but also carry more risk. FMR may use various investment
techniques to hedge a portion of the fund's risk, but there is no guarantee
that these strategies will work as intended. When you sell your shares,
they may be worth more or less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
investment-grade money market or short-term debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call Fidelity Client Services at the
appropriate number listed on page .
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
MONEY MARKET INSTRUMENTS are high-quality instruments that present minimal
credit risk. They may include U.S. Government obligations, commercial paper
and other short-term corporate obligations, and certificates of deposit,
bankers' acceptances, bank deposits, and other financial institution
obligations. These instruments may carry fixed or variable interest rates.
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.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign debt securities may be unwilling to
repay principal and interest when due, and may require that the conditions
for payment be renegotiated. All of these factors can make foreign
investments, especially those in developing countries, more volatile
than U.S. investments .
ASSET-BACKED SECURITIES include interests in pools of lower rated debt
securities or consumer loans. The value of these securities may be
significantly affected by changes in the market's perception of the issuers
and the creditworthiness of the parties involved.
MORTGAGE SECURITIES are interests in pools of commercial or residential
mortgages, and include complex instruments such as collateralized mortgage
obligations and stripped mortgage-backed securities. Mortgage securities
may be issued by the U.S. Government or by private entities. For example,
Ginnie Maes are interests in pools of mortgage loans insured or guaranteed
by a U.S. Government agency. Because mortgage securities pay both interest
and principal as their underlying mortgages are paid off, they are subject
to prepayment risk. This is especially true for stripped securities. Also,
the value of a mortgage security may be significantly affected by changes
in interest rates. Some mortgage securities may have a structure that makes
their reaction to interest rates and other factors difficult to predict,
making their value highly volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile , and the value of certain types
of stripped securities may move in the same direction as interest rates.
REPURCHASE AGREEMENTS. In a repurchase agreement, the 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.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, commodity prices, or other factors that affect security values.
These techniques may involve derivative transactions such as buying and
selling options and futures contracts, entering into swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the 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.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTION: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period.
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. Economic,
business, or political changes can affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, the fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. The fund may not invest more than 25% of its
total assets in any one industry. These limitations do not apply to U.S.
Government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTION: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering the
fund's securities. The fund may also lend money to other funds advised by
FMR.
RESTRICTION: Loans, in the aggregate, may not exceed 331/3% of the 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 shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
The fund seeks to provide investment results that correspond to the
aggregate price and interest performance of the debt securities in the
Lehman Brothers Aggregate Bond Index.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer.
The fund may not invest more than 25% of its total assets in any one
industry.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. The fund also pays OTHER EXPENSES, which are explained
below.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of 0.32% of its average net assets.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
FIIOC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund. Fidelity Service Co. (FSC) calculates the
net asset value per share (NAV) and dividends for the fund, maintains the
fund's general accounting records, and administers the fund's securities
lending program.
For the fiscal year ended 1996, the fund paid FIIOC and FSC fees equal to
0.24 % and 0.04 % , respectively, of the fund's
average net assets.
The fund has adopted a DISTRIBUTION AND SERVICE PLAN. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include reimbursing FDC
for payments to third parties, such as banks or broker-dealers, that
provide shareholder support services or engage in the sale of the fund's
shares. The Board of Trustees has authorized such payments.
The fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity.
The fund's portfolio turnover rate for the fiscal year ended
1996 was 128 %. This rate varies from year to year. High turnover
rates increase transaction costs and may increase taxable capital gains.
FMR considers these effects when evaluating the anticipated benefits of
short-term investing.
YOUR ACCOUNT
TYPES OF ACCOUNTS
If you invest through an investment professional, your investment
professional , including a broker-dealer or financial
institution, may charge you a transaction fee with respect to the
purchase and sale of fund shares. Read your investment professional's
program materials for any additional service features or fees that may
apply. Certain features of the fund, such as minimum initial or subsequent
investment amounts, may be modified .
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information, call your Fidelity toll-free
retirement number, or call Fidelity Client Services at the appropriate
number listed on page .
WAYS TO SET UP YOUR ACCOUNT
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.
For more specific information, call Fidelity Client Services at the
appropriate number listed on page .
TAX SAVING RETIREMENT PLANS. Fidelity can set up your new account in the
fund under one of several tax-sheltered plans. These plans let you save for
retirement and shelter your investment income from current taxes. Minimums
may differ from those listed on page , and the corresponding information
may not apply. Retirement plan participants should refer to their
retirement plan's guidelines for further information.
(solid bullet) DEFINED CONTRIBUTION PLANS, such as 401(k) Plans,
employer-sponsored IRA programs, Thrift, Keogh or Corporate Profit-Sharing
or Money-Purchase Plans are open to self-employed people and their partners
or to corporations, to benefit themselves and their employees.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are open to employees of most
non-profit organizations.
(solid bullet) DEFINED BENEFIT PLANS are open to corporations of all sizes
to benefit their employees.
(solid bullet) 457 PLANS are open to employees of most government agencies.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called NAV, is calculated every business day. The
fund's shares are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
4:00 p.m. Eastern time.
Share certificates are not available for fund shares.
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 by wire as
described on page . If there is no account application accompanying this
prospectus, call Fidelity Client Services at the appropriate number listed
on page .
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account,
(small solid bullet) Open your account by exchanging from another Fidelity
fund, or
(small solid bullet) Contact your investment professional.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
SECURITIES EXCHANGE. Shares of the fund may be purchased in exchange for
securities you hold which meet the fund's investment objective,
policies , and limitations. FDC reserves the right to refuse a
securities exchange for any reason. You may realize a gain or loss for
federal income tax purposes upon a securities exchange.
For further information, call Fidelity Client Services at the appropriate
number listed on page . DO NOT SEND SECURITIES TO THE FUND OR TO FDC.
MINIMUM INVESTMENTS *
TO OPEN AN ACCOUNT $100,000
TO ADD TO AN ACCOUNT $2,500
MINIMUM BALANCE $100,000
* Account minimums may differ for participants of tax-saving retirement
plans.
FOR INFORMATION OR ASSISTANCE IN OPENING A NEW ACCOUNT:
<TABLE>
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INITIAL INVESTMENT Corporate Retirement Plans 1-800-962-1375
(Fidelity Client Services) "Not for Profit" Retirement Plans 1-800-343-0860
Financial and Other Institutions 1-800-843-3001
ADDITIONAL INVESTMENT Corporate Retirement Plans 1-800-962-1375
(Fidelity Client Services) "Not for Profit" Retirement Plans 1-800-343-0860
Financial and Other Institutions 1-800-843-3001
</TABLE>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
<TABLE>
<CAPTION>
<S> <C> <C>
PHONE (small solid bullet) Exchange from another Fidelity
fund (small solid bullet) Exchange from another Fidelity
account with the same registration, fund account with the same
including name, address, and registration, including name,
taxpayer ID number. address, and taxpayer ID number.
(phone_graphic) (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. Minimum: $250.
Maximum: $50,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the
account (small solid bullet) Make your check payable to
application. Make your check "Fidelity U.S. Bond Index Portfolio."
payable to "Fidelity U.S. Bond Index Indicate your fund account number
Portfolio." Mail to the address on your check and mail to the
indicated on the application. address printed on your account
statement.
(small solid bullet) Exchange by mail: call Fidelity Client
Services at the appropriate number
listed above.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call Fidelity Client
Services at the (small solid bullet) You must sign up for the wire
appropriate number listed above to feature before using it. Call Fidelity
set up your account and to arrange a Client Services at the appropriate
wire transaction. Not available for number listed above for
retirement accounts. instructions.
(small solid bullet) Call Fidelity Client
Services before (small solid bullet) Call Fidelity Client Services before
4:00 p.m. Eastern time. 4:00 p.m. Eastern time.
</TABLE>
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 NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 4:00 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to shares of other Fidelity funds, which
can be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, please leave at least
$100,000 worth of shares in the account to keep it open (account
minimums may differ for participants of tax-savings retirement plans).
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,
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
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 on page .
Mail your letter to the following address:
Fidelity U.S. Bond Index Portfolio
P.O. Box 1182
Boston, MA 02103-1182
Unless otherwise instructed, the transfer agent will send a check to the
record address.
ACCOUNT TYPE SPECIAL REQUIREMENTS
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PHONE All account types, except retirement (small solid bullet) Maximum check request: $100,000.
(small solid bullet) For Fidelity Money Line transfers to
your bank account. Minimum:
$2,500 Maximum: $50,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(phone_graphic) All account types (small solid bullet) You may exchange to other Fidelity
funds if both accounts are
registered with the same name(s),
address, and taxpayer ID number.
Retirement Account (small solid bullet) If you have invested through an
employer-sponsored retirement
plan, contact your employer or call
your Fidelity toll-free retirement
number , or call Fidelity Client
Services at the appropriate number
listed on page .
Mail or in Person
(mail_graphic)
(hand_graphic) Retirement account (small solid bullet) The account owner should complete
a retirement distribution form. If you
have invested through an
employer-sponsored retirement
plan, contact your employer or call
your Fidelity toll-free retirement
number , or call Fidelity Client
Services at the appropriate number
listed on page to request one.
Trust (small solid bullet) The trustee must sign the letter of
instruction indicating capacity as
trustee. If the trustee's name is not in
the account registration, provide a
copy of the trust document certified
within the last 60 days (with signature
guaranteed).
Business or Organization (small solid bullet) At least one person authorized by
corporate resolution to act on the
account must sign the letter of
instruction (with signature
guaranteed).
Wire (wire_graphic) All account types, except retirement (small solid bullet) You must sign up for the wire
feature before using it. To verify that
it is in place, call Fidelity Client
Services at the appropriate number
on page . Minimum wire:
$100,000.
(small solid bullet) Your wire redemption request must
be received by Fidelity before 4:00
p.m. Eastern time for money to be
wired on the next business day.
</TABLE>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired:
1-800-544-0118
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly for retirement plans,
monthly for all others)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in the
fund. Call Fidelity Client Services at the appropriate number listed on
page if you need additional copies of financial reports and prospectuses.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with Fidelity for banks, corporations , and other institutions that
wish to open multiple accounts (a master account and sub - accounts).
If you wish to utilize Fidelity's sub - accounting facilities or other
special services for individual or multiple accounts, you will be required
to enter into a separate agreement with Fidelity. Charges for these
services, if any, will be determined on the basis of the level of services
to be rendered. Sub - accounts may be opened with the initial
investment or at a later date and may be established with registration
either by name or by number.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions," page .
FIDELITY MONEY LINE 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.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in December.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The fund offers three options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund, but you will be
sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
During the fiscal year ended 1996, 40.56 % of the fund's income
distributions was derived from interest on U.S. Government securities which
is generally exempt from state income tax.
Every January, Fidelity will send you and the IRS a statement showing the
taxable distributions paid to you in the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are
subject to capital gains tax. A capital gain or loss is the difference
between the cost of your shares and the price you receive when you sell
them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price.
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
capital gain distribution from its NAV, you will pay the full price for the
shares and then receive a portion of the price back in the form of a
taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. FSC normally calculates the fund's NAV as of the close of business
of the NYSE, normally 4:00 p.m. Eastern time.
THE 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 dividing the result by the number of
shares outstanding.
The 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 Board of Trustees believes accurately reflects fair
value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its 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 the 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 the confirmation
statements immediately after receipt. If you do not want the ability to
redeem and exchange by telephone, call Fidelity for instructions.
Additional documentation may be required from corporations,
associations , and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted by the
transfer agent. 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) The 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
canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. 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 the fund, it may take up to seven days to pay you.
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(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) The 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.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $100,000, 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.
For purposes of determining the minimum balance, multiple accounts
registered in the same name within the fund will be aggregated.
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
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the difference between that fund's sales charge and any sales charge
you have previously paid in connection with the shares you are exchanging.
For example, if you had already paid a sales charge of 2% on your shares
and you exchange them into a fund with a 3% sales charge, you would pay an
additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
Fidelity Money Line is a registered trademark of FMR Corp.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This Prospectus and the related SAI do not
constitute an offer by the fund or by FDC to sell or to buy shares of the
fund to any person to whom it is unlawful to make such offer.
FIDELITY INSTITUTIONAL TRUST
FIDELITY U.S. BOND INDEX PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A ITEM NUMBER
PART B STATEMENT OF ADDITIONAL INFORMATION CAPTION
10a,b Cover Page
11 Cover Page
12 *
13a,b,c Investment Policies and Limitations
d Portfolio Transactions
14a,b Trustees and Officers
c Trustees and Officers
15a Description of the Trust
b Description of the Trust
c Trustees and Officers
16a(i) FMR
a(ii) Trustees and Officers
a(iii),b Management Contract
c Management Contract
d *
e *
f Distribution and Service Plan
g *
h Description of the Trust
i Contracts with Companies Affiliated with FMR
17a Portfolio Transactions
b Portfolio Transactions
c Portfolio Transactions
d *
e *
18a Description of the Trust
b *
19a Additional Purchase and Redemption Information
b Valuation of Fund Securities
c *
20 Distribution and Taxes
21a(i,ii) Distributors
a(iii),b,c *
22a *
b Portfolio Performance
23 Financial statements for the fiscal period ended February 29, 1996 are
incorporated herein by reference.
.
*Not Applicable
FIDELITY U.S. BOND INDEX PORTFOLIO
A FUND OF FIDELITY INSTITUTIONAL TRUST
STATEMENT OF ADDITIONAL INFORMATION
APRIL 19, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the fund's current Prospectus (dated
April 19, 1996). Please retain this document for future reference. The
fund's financial statements and financial highlights, included in the
Annual Report, for the fiscal year ended February 29, 1996, are
incorporated herein by reference. To obtain an additional copy of the
Prospectus and Annual Report, please call the appropriate number listed
below:
INDIVIDUAL ACCOUNTS (PARTICIPANT)
If you are investing through a retirement plan sponsor or other
institution, refer to your plan materials or contact that institution
directly.
RETIREMENT PLAN LEVEL ACCOUNTS (TRUSTEES, PLAN SPONSORS)
Corporate Clients 1-800-962-1375
"Not for Profit" Clients 1-800-343-0860
FINANCIAL AND OTHER INSTITUTIONS
Nationwide 1-800-843-3001
TABLE OF CONTENTS PAGE
Investment Policies and Limitations
Portfolio Transactions
Valuation
Performance
Additional Purchase, Exchange, and Redemption Information
Distributions and Taxes
FMR
Trustees and Officers
Management Contract
Distribution and Service Plan
Contracts with FMR Affiliates
Description of the Trust
Financial Statements
Appendix
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC)
CUSTODIAN
The Bank of New York
UBI-ptb- 0 496
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other assets, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act))
of the fund. However, except for the fundamental investment limitations
listed below, the investment policies and limitations described in this SAI
are not fundamental and may be changed without shareholder approval.
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 25% of the value
of its total assets would be invested in the securities of a single issuer,
or (b) with respect to 75% of its total assets, more than 5% of the value
of its total assets would be invested in the securities of a single issuer
or it would own more than 10% of the outstanding voting securities of any
single issuer;
(2) issue bonds or any other class of securities preferred over shares of
the fund in respect of the fund's assets or earnings, provided that the
fund may establish additional series or classes of shares in accordance
with its Declaration of Trust;
(3) 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;
(4) 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;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (less liabilities other
than borrowings). Any borrowings that come to exceed 33 1/3% of the value
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. The fund may not purchase any security while borrowings
representing more than 5% of its net assets are outstanding;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than obligations issued or
guaranteed by the U.S. government 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;
(8) 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 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);
(9) 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 marketable securities issued by
companies or other entities); or
(10) lend any security or make any other loan, except (a) through the
purchase of a portion of an issue of debt securities in accordance with its
investment objective, policies, and limitations, or (b) by engaging in
repurchase agreements with respect to portfolio securities, if, as a
result, more than 33 1/3% of the value of its total assets would be lent to
other parties.
Investment limitation (5) 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 SHAREHOLDER APPROVAL:
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings after such borrowings would exceed 15% of the fund's
total assets.
(ii) 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.
(iii) 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.
(iv) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(v) 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.
(vi) 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.
(vii) 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.
(viii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust 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.
For purposes of limitation (vi), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may 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
(SEC), the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
CLOSED-END INVESTMENT COMPANIES. The fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a premium
or discount to their net asset value.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. The fund
may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. 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.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include 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
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. 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 an exchange 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 result in 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
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.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, OTC Options, Purchasing Put and Call
Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and, if the guidelines so require, will
set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or options strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the 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 the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, government-stripped fixed-rate
mortgage-backed securities, loans and other direct debt instruments,
emerging market securities, and swap agreements to be illiquid. However,
with respect to over-the-counter options the fund writes, all or a portion
of the value of the underlying instrument may be illiquid depending on the
assets held to cover the option and the nature and terms of any agreement
the fund may have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the 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.
INDEXED SECURITIES. The 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
specific 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
U.S. 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.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available 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. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If the fund does not receive scheduled interest
or principal payments on such indebtedness, the fund's share price and
yield could be adversely affected. Loans that are fully secured offer the
fund more protections than an unsecured loan in the event of non-payment of
scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of
borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small
fraction of the amount owed. Direct indebtedness of developing countries
also involves a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay interest and
repay principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to the fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to the fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, the fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, the fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of the fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
The fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see fundamental investment
limitations (1) and (7). For purposes of these limitations, the fund
generally will treat the borrower as the "issuer" of indebtedness held by
the fund. In the case of loan participations where a bank or other lending
institution serves as financial intermediary between the fund and the
borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require
the fund, in appropriate circumstances, to treat both the lending bank or
other lending institution and the borrower as "issuers" for these purposes.
Treating a financial intermediary as an issuer of indebtedness may restrict
the fund's ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
MORTGAGE-BACKED SECURITIES. The fund may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security may be an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
REPURCHASE AGREEMENTS. In a repurchase agreement, the 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. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the 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, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the 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.
The 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.
SECURITIES LENDING. The 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
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in 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 the 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 Board of Trustees
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 the 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).
STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and
selling them separately. U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by the government
agencies also may be stripped in this fashion.
Privately stripped government securities are created when a dealer deposits
a Treasury security or federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that
will generated by this security. Proprietary receipts, such as Certificates
of Accrual on Treasury Securities (CATS), Treasury Investment Growth
Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped U.S.
Treasury securities that are separated into their component parts through
trusts created by their broker sponsors. Bonds issued by the government
agencies also may be stripped in this fashion.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. Government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease the 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. The 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 the 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 the fund's investments and its share price and yield.
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 the 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. The 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.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the 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 the 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.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specific periodic adjustment in the
interest rate. These formulas are designed to result in a market value for
the instrument that approximates its par value.
ZERO COUPON BONDS do not make interest payments; instead, they are sold at
a deep discount from their face value and are redeemed at face value when
they mature. Because zero coupon bonds do not pay current income, their
prices can be very volatile when interest rates change. In calculating its
dividends, the fund takes into account as income a portion of the
difference between a zero coupon bond's purchase price and its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR is also responsible for the placement of transaction orders
for other investment companies and 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.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) based upon the quality
of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
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 the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with FBSI and Fidelity Brokerage Services
(FBS), subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services. From September 1992 through December
1994, FBS operated under the name Fidelity Brokerage Services Limited, Inc.
(FBSL). As of January 1995, FBSL was converted to an unlimited liability
company and assumed the name FBS. Prior to September 4, 1992, FBSL operated
under the name Fidelity Portfolio Services, Ltd. (FPSL) as a wholly owned
subsidiary of Fidelity International Limited (FIL). Edward C. Johnson 3d is
Chairman of FIL. Mr. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal years ended February 29, 1996 and February 28, 1995, the
fund's portfolio turnover rates were 128% and 73%, respectively. Because a
high turnover rate increases transaction costs and may increase taxable
gains, FMR carefully weighs the anticipated benefits of short-term
investing against these consequences. An increased turnover rate is due to
a greater volume of shareholder purchase orders, short-term interest rate
volatility and other special market conditions.
For the fiscal years ended 1996, 1995, and 1994, the fund paid no brokerage
commissions.
During the fiscal year ended 1996, the fund paid no fees to brokerage firms
that provided research services.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the 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 the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION
Fidelity Service Co. (FSC) normally determines the fund's net asset value
per share (NAV) as of the close of the NYSE (normally 4:00 p.m. Eastern
time). The valuation of portfolio securities is determined as of this time
for the purpose of computing the fund's NAV.
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Fixed-income securities and other
assets for which market quotations are readily available may be valued at
market values determined by such securities' most recent bid prices (sales
prices if the principal market is an exchange) in the principal market in
which they normally are traded, as furnished by recognized dealers in such
securities or assets.
Fixed-income securities and convertible securities may also be valued on
the basis of information furnished by a pricing service that uses a
valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques. Use of pricing services has been
approved by the Board of Trustees. A number of pricing services are
available, and the Trustees, on the basis of an evaluation of these
services, may use various pricing services or discontinue the use of any
pricing service.
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, 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 CALCULATIONS. Yields for the fund are computed by dividing the fund's
interest income for a given 30-day or one-month period, net of expenses, by
the average number of shares entitled to receive distributions during the
period, dividing this figure by the fund's NAV at the end of the period,
and annualizing the result (assuming compounding of income) in order to
arrive at an annual percentage rate. Income is calculated for purposes of
yield quotations in accordance with standardized methods applicable to all
stock and bond funds . In general, interest income is reduced with
respect to bonds trading at a premium over their par value by subtracting a
portion of the premium from income on a daily basis, and is increased with
respect to bonds trading at a discount by adding a portion of the discount
to daily income. For the fund's investments denominated in foreign
currencies, income and expenses are calculated first in their respective
currencies, and are then converted to U.S. dollars, either when they are
actually converted or at the end of the 30-day or one month period,
whichever is earlier. Capital gains and losses generally are excluded from
the calculation as are gains and losses from currency exchange rate
fluctuations.
Income calculated for the purposes of calculating the fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's 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
the 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 total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the 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 and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using the fund's NAVs, adjusted NAVs,
and benchmark indices may be used to exhibit performance. An adjusted NAV
includes any distributions paid by the fund and reflects all elements of
its return. Unless otherwise indicated, the fund's adjusted NAVs are not
adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show the fund's yields and
total returns for periods ended February 29, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns
</TABLE>
30-Day One Five One Five
Yield Year Years Life of Year Years Life of
Fund* Fund*
6.00% 12.13% 9.09% 9.60% 12.13% 54.52% 73.15%
* From March 8, 1990 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's yield and total returns would have been lower.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's Composite Index of 500 Stocks (S&P 500), 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 the fund.
The S&P 500 and DJIA comparisons are provided to show how the 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 the fund invests in fixed-income
securities, common stocks represent a different type of investment from the
fund. Common stocks generally offer greater growth potential than the fund,
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 fund. Figures for the S&P
500 and DJIA are based on the prices of unmanaged groups of stocks and,
unlike the fund's returns, do not include the effect of paying brokerage
commissions or other costs of investing.
During the period from March 8, 1990 (commencement of operations) to
February 29, 1996, a hypothetical $100,000 investment in the fund
would have grown to $ 173,150 , assuming all distributions were
reinvested. This was a period of fluctuating interest rates and bond prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the fund today.
FIDELITY U.S. BOND INDEX PORTFOLIO INDICES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Period Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living**
$100,000 Dividend Capital Gain
Investment Distributions Distributions
2/28/91* $ 103,100 $ 8,955 $ 0 $ 112,055 $ 112,872 $ 112,097 $ 105,313
2/29/92 $ 107,100 $ 19,179 $ 923 $ 127,202 $ 130,940 $ 131,208 $ 108,281
2/28/93 $ 110,700 $ 29,949 $ 3,164 $ 143,813 $ 144,912 $ 139,423 $ 111,797
2/28/94 $ 108,300 $ 38,812 $ 4,435 $ 151,547 $157,000 $ 162,993 $ 114,609
2/28/95 $ 102,500 $ 47,724 $ 4,197 $ 154,421 $ 168,544 $ 175,297 $ 117,891
2/29/96 $ 107,100 $ 61,665 $ 4,385 $ 173,150 $227,032 $ 245, 428 $ 121,016
</TABLE>
* From March 8, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $100,000 made on March 8,
1990, the net amount invested in fund shares was $100,000. The cost of the
initial investment ($100,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $165,292.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $47,476 for dividends and $3,500 for
capital gains distributions. Tax consequences of different investments have
not been factored into the above figures.
PERFORMANCE COMPARISONS. The 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. Lipper may also rank funds based on
yield. In addition to the mutual fund rankings, the fund's performance may
be compared to stock, bond, and money market mutual fund performance
indices prepared by Lipper or other organizations. The fund may also be
compared to the Lehman Brothers Aggregate Bond Index which is comprised of
fixed-rate debt issues, including government, corporate, asset-backed, and
mortgage-backed securities. Government and corporate issues include all
public obligations of the U.S. Treasury and U.S. government agencies
(excluding flower bonds and foreign-targeted issues), as well as
nonconvertible investment-grade, SEC-registered corporate debt.
Mortgage-backed securities include 15- and 30-year fixed rate securities
backed by mortgage pools of the Government National Mortgage Association
(GNMA), Federal Home Loan Mortgage Corporation (FHLMC), and Federal
National Mortgage Association (FNMA). Asset-backed securities include
credit card, auto, and home equity loans. Issues included in the Index have
an outstanding par value of at least $1 million, are rated investment-grade
or above, and have maturities of at least one year. When comparing
these indices, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock mutual
funds may offer higher potential returns, they also carry the highest
degree of share price volatility. Likewise, money market funds may offer
greater stability of principal, but generally do not offer the higher
potential returns available from stock mutual funds.
From time to time, the 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.
The 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND AVERAGES(trademark)/All
Taxable, which is reported in the MONEY FUND REPORT(registered trademark),
covers over 772 taxable money market funds. The Bond Fund Report
AverageS(trademark)/All Taxable, which is reported in the BOND FUND
REPORT(registered trademark), covers over 542 taxable bond funds.
When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. The fund,
however, invests in longer-term instruments and its share price changes
daily in response to a variety of factors.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The 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. In advertising, the fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate the 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.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
willingness to continue purchasing shares during periods of low price
levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of February 29, 1996, FMR advised over $ 26.5 billion in tax-free
fund assets, $ 80 billion in money market fund assets, $ 256
billion in equity fund assets, $ 55 billion in international fund
assets, and $ 23 billion in Spartan fund assets. The fund may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
In addition to performance rankings, the fund may compare its total expense
ratio to the average total expense ratio of similar funds tracked by
Lipper. A fund's total expense ratio is a significant factor in comparing
bond and money market investments because of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE , AND REDEMPTION INFORMATION
The fund is open for business and its NAV is calculated each day the NYSE
is open for trading. The NYSE has designated the following holiday closings
for 1996: New Year's Day, Washington's Birthday, Good Friday, Memorial Day,
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 the 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, the 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 the fund's portfolio securities may not occur on days
when the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because the fund's income is primarily derived from interest,
dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. A portion of the fund's
dividends derived from certain U.S. Government obligations may be exempt
from state and local taxation. Gains (losses) attributable to foreign
currency fluctuations are generally taxable as ordinary income, and
therefore will increase (decrease) dividend distributions. As a
consequence, FMR may adjust the fund's income distribution to reflect the
effect of currency fluctuations. However, if foreign currency losses exceed
the fund's net investment income during a taxable year, all or a portion of
the distributions made in the same taxable year would be recharacterized as
a return of capital to shareholders, thereby reducing each shareholder's
cost basis in his or her fund. The fund will send each shareholder a notice
in January describing the tax status of dividend and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of February 29, 1996, the fund had a capital loss carryforward
aggregating approximately $ 9,428,000 . This loss carry forward, of
which $ 5,486,000 and 3,942,000 will expire on February 28, 2003
and February 29, 2004, respectively , is available to offset future
capital gains.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. Because the fund does not currently anticipate that securities
of foreign issuers will constitute more than 50% of its total assets at the
end of its fiscal year, shareholders should not expect to claim a foreign
tax credit or deduction on their federal income tax returns with respect to
foreign taxes withheld.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
The fund is treated as a separate entity from the other fund of Fidelity
Institutional Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
FIIOC, 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 in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either the trust or FMR are indicated by
an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), Trustee (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 (64), Trustee (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 (72), Trustee, 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 Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (68), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a 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 (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, 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 (53), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) 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 (66), Trustee, 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), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty Corporation (a
real estate investment trust, 1993).
EDWARD H. MALONE (71), Trustee. 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 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 (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) 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 (67), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of 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., and AppleSouth,
Inc. (restaurants, 1992).
FRED L. HENNING, JR. (56), Vice President, is Vice President of Fidelity's
money market (1994) and fixed-income (1995) funds and Senior Vice President
of FMR Texas Inc.
CHRISTINE THOMPSON (37), Vice President, is manager of U.S. Bond Index
Portfolio and is an employee of FMR.
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); 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).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended February 29, 1996.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex* Complex*
Expenses from the
Fund Complex*
J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0
Ralph F. Cox 163 5,200 52,000 128,000
Phyllis Burke Davis 161 5,200 52,000 125,000
Richard J. Flynn 201 0 52,000 160,500
Edward C. Johnson 3d ** 0 0 0 0
E. Bradley Jones 163 5,200 49,400 128,000
Donald J. Kirk 163 5,200 52,000 129,500
Peter S. Lynch ** 0 0 0 0
Gerald C. McDonough 159 5,200 52,000 128,000
Edward H. Malone 163 5,200 44,200 128,000
Marvin L. Mann 163 5,200 52,000 128,000
Thomas R. Williams 159 5,200 52,000 125,000
</TABLE>
* Information is as of December 31, 1995 for 219 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on the fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
The fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program adopted in July 1988, the non-interested
Trustees, 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 trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees 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.
As of March 31, 1996, the Trustees and officers of the fund owned, in
the aggregate, less than 1% of the fund's total outstanding shares.
As of March 31, 1996, the following owned of record or beneficially 5% or
more of outstanding shares of the fund: Florida Power & Light Company, 9250
West Flagler Street, Miami, FL 33102 (9.83%); Managed Income Portfolio -
Investments I, 82 Devonshire Street, Boston, MA 02109 (23.37%); Mellon
Bank, N.A., One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258
(10.07%).
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provides the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FIIOC and FSC, the fund pays all of its expenses, without limitation, that
are not assumed by those parties. The fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees. Although the fund's current management contract provides that the
fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to shareholders,
the trust, on behalf of the fund has entered into a revised transfer agent
agreement with FIIOC, pursuant to which FIIOC bears the costs of providing
these services to existing shareholders. Other expenses paid by the fund
include interest, taxes, brokerage commissions, the fund's proportionate
share of insurance premiums and Investment Company Institute dues, and the
costs of registering shares under federal and state securities laws. The
fund is also liable for such non-recurring expenses as may arise, including
costs of any litigation to which the fund may be a party, and any
obligation it may have to indemnify its officers and Trustees with respect
to litigation.
FMR is the fund's manager pursuant to a management contract dated January
13, 1988, which was approved by shareholders on October 3, 1990.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of 0.32% of the average net assets of the
fund throughout the month. For the fiscal years ended February 29, 1996 and
February 28, 1995 and 1994, FMR received $ 0 (after reimbursement),
$243,183 (after reimbursement), and $0 (after reimbursement),
respectively .
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield, and repayment of
the reimbursement by the fund will lower its total returns and yield.
Effective January 13, 1988, FMR voluntarily agreed, subject to revision or
termination, to reimburse the fund if and to the extent that its aggregate
operating expenses, including management fees, were in excess of an annual
rate of 0.32% of average net assets of the fund. If this reimbursement had
not been in effect, for the fiscal years ended February 29, 1996, February
28, 1995 and 1994, FMR would have received fees amounting to
$ 1,349,820 , $1,064,228, and $610,385, respectively, which would have
been equivalent to 0.32% of average net assets of the fund.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2% of the first $30 million, 2% of the next $70
million, and 1% of average net assets in excess of $100 million. When
calculating the fund's expenses for purposes of this regulation, the 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.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The
Rule provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is primarily intended to result
in the sale of shares of a fund except pursuant to a plan approved on
behalf of the fund under the Rule. The Plan, as approved by the Trustees,
allows the fund and FMR to incur certain expenses that might be considered
to constitute indirect payment by the fund of distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan specifically
recognizes that FMR may use its resources, including management fees to pay
expenses associated with the sale of fund shares. This may include
reimbursing FDC for payments to third parties such as banks or
broker-dealers that provide shareholder support services or engage in the
sale of fund shares.
No payments were made to FDC in the fiscal year ended 1996.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plan does not authorize payments by the fund other than those made to FMR
under its management contract with the fund. To the extent that the Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of the fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Plan was approved by shareholders on October 3, 1990.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FIIOC, an affiliate of FMR, is the transfer, dividend disbursing, and
shareholder servicing agent for the fund. Under this arrangement
FIIOC receives an annual account fee and an asset-based fee based on
account siz e and fund type for each retail account and certain
institutional accounts. With respect to certain institutional retirement
accounts, FIIOC receives an annual account fee and an asset-based fee based
on account type or fund type. The se annual account fee s
are subject to increase based on postal rate changes.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses,
statements of additional information, and all other reports, notices, and
statements to shareholders, with the exception of proxy statements. Also,
FIIOC pays out-of-pocket expenses associated with transfer agent services.
FSC , an affiliate of FMR, performs the calculations necessary to
determine NAV and dividends for the fund, maintains the fund's accounting
records, and administers the fund's securities lending program. The annual
fee rates for these pricing and bookkeeping services are based on the
fund's average net assets, specifically, 0.04% for the first $500 million
of average net assets and 0.02% for average net assets in excess of $500
million. The fee is limited to a minimum of $ 60,000 and a maximum of
$800,000 per year. Pricing and bookkeeping fees, including related
out-of-pocket expenses, paid to FSC by the fund for the fiscal years ended
1996, 1995, and 1994 were $ 170,395, $133,219 and $79,841,
respectively.
The 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 the fund, which are continuously offered at NAV.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity U.S. Bond Index Portfolio is a fund of
Fidelity Institutional Trust, an open-end management investment company
organized as a Massachusetts business trust on July 21, 1987. Currently,
there are two funds of the trust: Fidelity U.S. Bond Index Portfolio and
Fidelity U.S. Equity Index Portfolio. The Declaration of Trust permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the trust or fund to use the identifying name "Fidelity" may be
withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely.
CUSTODIAN. The Bank of New York, 48 Wall Street, New York, New York 10286,
is custodian of the assets of the fund. The custodian is responsible for
the safekeeping of a fund's assets and the appointment of the subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a fund or in deciding which securities are purchased
or sold by a fund. However, a fund may invest in obligations of the
custodian and may purchase securities from or sell securities to the
custodian. Chemical Bank, headquartered in New York, also may serve as a
special purpose custodian of certain assets in connection with pooled
repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Price Waterhouse LLP serves as the fund's independent
accountant. The auditor examines financial statements for the fund and
provides other audit, tax, and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended February 29, 1996 are included in the fund's Annual Report,
which is attached to the Prospectus. The fund's financial statements and
financial highlights are incorporated herein by reference.
APPENDIX
The descriptions that follow are examples of eligible ratings for the fund.
The 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.
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
Also, the maturities of mortgage-backed securities, including
collateralized mortgage obligations, and some asset-backed securities are
determined on a weighted average life basis, which is the average time for
principal to be repaid. For a mortgage security, this average time is
calculated by estimating the timing of principal payments, including
unscheduled prepayments, during the life of the mortgage. The weighted
average life of these securities is likely to be substantially shorter than
their stated final maturity.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds which are 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 edged." 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 which are 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 the Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through Baa 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 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.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
The ratings from AA to BBB may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
FIDELITY U.S EQUITY INDEX PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
<TABLE>
<CAPTION>
<S> <C>
1............................................... Cover Page
2 a............................................ Expenses
b,c.......................................... Contents; Who May Want To Invest
3 Financial Highlights
a,b............................................
c........................................... Performance
d........................................... Performance
</TABLE>
4 a(i)......................................... Charter
<TABLE>
<CAPTION>
<S> <C>
a(ii)....................................... Investment Principles and Risks; Securities and Investment
Practices; Fundamental Policies and Restrictions
b............................................ Securities and Investment Practices
c............................................. Who May Want to Invest; Investment Principles and Risks;
Fundamental Policies and Restrictions
5 a............................................ Charter
b(i)........................................ Cover Page; Charter; FMR and its Affiliates
b(ii)....................................... FMR and its Affiliates; Breakdown of Expenses; Other
Expenses
b(iii)...................................... Expenses; Breakdown of Expenses
c........................................ *
d............................................ Cover Page; Charter; Breakdown of Expenses; FMR and its
Affiliates; Other Expenses
e............................................ FMR and its Affiliates; Other Expenses
f............................................. Expenses
Charter
g(i)............................................
g(ii)......................................... *
5 A............................................ Performance
6 a(i)........................................ Charter
a(ii)....................................... How to Buy Shares; How to Sell Shares; Investor Services;
Transaction Details; Exchange Restrictions
a(iii)..................................... *
b............................................ *
c........................................... How to Buy Shares; Exchange Restrictions
d........................................... *
e........................................... Cover Page; How to Buy Shares; How to Sell Shares;
Investor Services; Transaction Details
f,g......................................... Dividends; Capital Gains, and Taxes
7 a........................................... Cover Page; FMR and its Affiliates
b........................................... How to Buy Shares; Transaction Details
c........................................... *
d........................................... How to Buy Shares
e........................................... Other Expenses
f............................................ Expenses; Breakdown of Expenses; Other Expenses
8 .............................................. How to Sell Shares; Investor Services; Transaction Details;
Exchange Restrictions
9 .............................................. *
* Not Applicable
</TABLE>
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
FIDELITY
U.S. EQUITY INDEX
PORTFOLIO
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated April 19, 1996. 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 Client Services at the
appropriate number listed below or contact your investment professional.
INDIVIDUAL ACCOUNTS (PARTICIPANT)
If you are investing through a retirement plan sponsor or other
institution, refer to your plan materials or contact that institution
directly.
RETIREMENT PLAN LEVEL ACCOUNTS
(TRUSTEES, PLAN SPONSORS)
Corporate Clients 1-800-962-1375
"Not for Profit" Clients 1-800-343-0860
FINANCIAL AND OTHER INSTITUTIONS
Nationwide 1-800-843-3001
MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION 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.
UEI-pro- 0 496
10975
A fund of Fidelity Institutional Trust
The fund seeks a total return which corresponds to that of the
Standard & Poor's Composite Index of 500 Stocks.
PROSPECTUS
DATED APRIL 19, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109
AND
ANNUAL REPORT
FOR THE PERIOD ENDING
FEBRUARY 29, 1996
CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST
EXPENSES The fund's yearly operating expenses.
FINANCIAL HIGHLIGHTS A summary of the fund's
financial data.
PERFORMANCE How the fund has done over time.
THE FUND IN DETAIL CHARTER How the fund is organized.
INVESTMENT PRINCIPLES AND RISKS The fund's
overall approach to investing.
BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.
YOUR ACCOUNT TYPES OF ACCOUNTS Different ways to set up your
account, including tax-sheltered retirement plans.
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.
SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES
TRANSACTION DETAILS Share price calculations
and the timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
APPENDIX
</TABLE>
ANNUAL REPORT
<TABLE>
<CAPTION>
<S> <C> <C>
PERFORMANCE A-1 How the fund has done over time.
FUND TALK A-3 The manager's review of fund performance,
strategy, and outlook.
INVESTMENT CHANGES A-5 A summary of major shifts in the fund's
investments
over the past six months.
INVESTMENTS A-6 A complete list of the fund's investments with
their market values.
FINANCIAL STATEMENTS A-14 Statement of assets and liabilities, operations,
and changes in net assets, as well as financial
highlights.
NOTES A-18 Notes to the financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS A-21 The auditor's opinion.
DISTRIBUTIONS A-22
</TABLE>
KEY FACTS
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who want to keep expenses low while pursuing
growth of capital and income through a portfolio of securities that broadly
represents the U.S. stock market, as measured by the Standard & Poor's
Composite Index of 500 Stocks (S&P 500(registered trademark)).
Because the fund seeks to track, rather than beat, the performance of the
S&P 500, the fund is not managed in the same manner as other mutual
funds. Fidelity Management & Research Company (FMR) generally does not
judge the merits of any particular stock as an investment. Therefore, you
should not expect to achieve the potentially greater results that could be
obtained by a fund that aggressively seeks growth.
The value of the fund's investments varies from day to day, generally
reflecting changes in market conditions and other company, political, and
economic news. In the short-term, stock prices can fluctuate dramatically
in response to these factors. Over time, however, stocks have shown greater
growth potential than other types of securities. Investments in foreign
securities may involve risks in addition to those of U.S. investments,
including increased political and economic risk, as well as exposure to
currency fluctuations.
The fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of the fund.
Maximum sales charge on purchases and reinvested distributions None
Maximum deferred sales charge None
Redemption fee None
Exchange fee None
ANNUAL OPERATING EXPENSES are paid out of the fund's assets. The fund pays
a management fee to FMR. The fund also incurs other expenses for services
such as maintaining shareholder records , and furnishing shareholder
account statements and financial reports.
The fund's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following are based on historical expenses of the fund, and are
calculated as a percentage of average net assets of the fund. The fund
has entered into an arrangement with its transfer agent whereby interest
earned on uninvested cash balances is used to reduce transfer agent
expenses. If this reduction is included, the total operating expenses
presented in the table would be 0.25%.
Management fee (after reimbursement) 0.00
%
12b-1 fee (Distribution Fee) None
Other expenses (after reimbursement) 0.28
%
Total operating expenses (after reimbursement) 0.28
%
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment, assuming a 5% annual return and full redemption at the end of
each time period:
1 Year 3 Years 5 Years 10 Years
$ $ 9 $ 16 $ 36
3
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
Subject to revision upon 90 days' notice to shareholders, FMR has
voluntarily agreed to reimburse the fund to the extent that total operating
expenses (excluding interest, taxes, brokerage commissions, and
extraordinary expenses) are in excess of 0.28% of its average net assets.
If this agreement were not in effect, the management fee, other expenses,
and total operating expenses , as a percentage of average net assets,
would have been the following amounts, 0.28%, 0.30 %, and
0.58 %, respectively.
FINANCIAL HIGHLIGHTS
The financial highlights table that follows and the fund's financial
statements and financial highlights that are included in the fund's
Annual Report have been audited by Price Waterhouse LLP , independent
accountants. Their report on the financial statements and financial
highlights is included in the attached Annual Report.
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Years ended February 28
1996J 1995 1994I 1993F 1992E 1991E 1990E 1989E 1988D
Net asset value, beginning of
$ 18.02 $ 17.36 $ 16.73 $ 15.77 $ 14.97 $ 11.61 $ 13.23 $ 10.81 $ 10.00
period
Income from Investment
Operations
Net investment income
.48 .43 .44 .15 .42 .42 .44 .38 .23
Net realized and unrealized gain
5.63 .77 .88 .94 .97 3.38 (1.44) 2.41 .74
(loss)
Total from investment operations
6.11 1.20 1.32 1.09 1.39 3.80 (1.00) 2.79 .97
Less Distributions
From net investment income
(.46) (.43) (.44) (.13) (.43) (.44) (.48) (.35) (.16)
From net realized gain
(.11) (.07) (.25) -- (.16) -- (.14) (.02) --
In excess of net realized gain
-- (.04) -- -- -- -- -- -- --
Total distributions
(.57) (.54) (.69) (.13) (.59) (.44) (.62) (.37) (.16)
Net asset value, end of period
$ 23.56 $ 18.02 $ 17.36 $ 16.73 $ 15.77 $ 14.97 $ 11.61 $ 13.23 $ 10.81
Total return B,C
34.37% 7.17% 8.06% 6.93% 9.59% 33.13% (7.98)% 26.30% 9.77%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
$ 4,113,1 $ 2,234,8 $ 1,892,2 $ 1,472,1 $ 1,454,6 $ 960,442 $ 435,641 $ 303,859 $ 34,576
omitted) 65 92 54 02 84
Ratio of expenses to average net
.28% .28% .28% .28%A .28% .28% .28% .28% .28%A
assets G
Ratio of expenses to average net
.25%H .28% .28% .28%A .28% .28% .28% .28% .28%A
assets
after expense reductions
Ratio of net investment income to
2.34% 2.65% 2.59% 2.95%A 2.78% 3.14% 3.55% 3.79% 4.56%A
average net assets
Portfolio turnover rate
1% 11% 4% 28%A 6% 4% 2% 10% 3%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO FINANCIAL
STATEMENTS ON PAGE A-20).
D FEBRUARY 17, 1988 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1988
E FOR THE YEAR ENDED OCTOBER 31
F FOR THE FOUR MONTHS ENDED FEBRUARY 28, 1993
G FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER (SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS ON PAGE A-20).
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES (SEE NOTE 6 OF
NOTES TO FINANCIAL STATEMENTS ON PAGE A-20).
I EFFECTIVE MARCH 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
J FOR THE YEAR ENDED FEBRUARY 29
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from March 1 to February 28. The tables below
show the fund's performance over past fiscal years . The chart on the
following page presents the fund's calendar year performance.
AVERAGE ANNUAL TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Life of
February 29, 1996 year [ A ] years [ A ] fund [A][ B ]
</TABLE>
U.S. Equity Index 34.37 % 14.72 % 15.10 %
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Life of
February 29, 1996 year [ A ] years [ A ] fund [A][ B ]
</TABLE>
U.S. Equity Index 34.37 % 98.66 % 209.74 %
[A] IF FMR HAD NOT REIMBURSED CERTAIN FUND EXPENSES DURING THESE
PERIODS, TOTAL RETURNS WOULD HAVE BEEN LOWER.
[ B ] FROM FEBRUARY 17, 1988.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
THE S&P 500 is the Standard & Poor's Composite Index of 500 Stocks, a
widely recognized, unmanaged index of common stock prices. The S&P 500
figures assume reinvestment of all dividends paid by stocks included in the
index. They do not, however, include any allowance for brokerage
commissions or other fees you would pay if you actually invested in those
stocks.
THE COMPETITIVE FUNDS AVERAGE is the Lipper S&P 500 Index Objective Funds
Average, which currently reflects the performance of over 43 mutual
funds with similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
The fund may quote its adjusted net asset value, including all
distributions paid. This value may be averaged over specified periods and
may be used to calculate the fund's moving average.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free financial report, call Fidelity
Client Services at the appropriate number listed on page .
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
YEAR-BY-YEAR TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Calendar years 198 9 19 90 19 91 199 2 199 3 199 4 199 5
U.S. EQUITY INDEX 31.45 -3.63 30.16 7.35 % 9.80 % 1.09 37.18
% % % % %
Standard &
Poor's Composite
Index of 500 31.69 -3.10 30.47 7.62 % 10.08 1.32 37.58
Stocks % % % % % %
Lipper S&P 500
Index Objective
Funds Average 30.58 -3.57 29.64 7.12 % 9.53 .91 % 36.84
% % % % %
Consumer Price
Index 4.65 6.11% 3.06 2.90% 2.75 2.67 2.54
% % % % %
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: 31.45
Row: 5, Col: 1, Value: -3.63
Row: 6, Col: 1, Value: 30.16
Row: 7, Col: 1, Value: 7.35
Row: 8, Col: 1, Value: 9.800000000000001
Row: 9, Col: 1, Value: 1.09
Row: 10, Col: 1, Value: 37.18
(LARGE SOLID BOX) U.S. EQUITY INDEX
THE FUND IN DETAIL
CHARTER
U.S. EQUITY INDEX IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. The fund is a diversified
fund of Fidelity Institutional Trust, an open-end management investment
company organized as a Massachusetts business trust on July 21, 1987.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. The transfer
agent will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The fund employs various Fidelity
companies to perform activities required for its operation.
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs.
As of February 29, 1996, FMR advised funds having approximately 25
million shareholder accounts with a total value of more than
$ 374 billion.
Jennifer Farrelly is manager of U.S. Equity Index, which she has managed
since January 1994. She also manages VIPII: Index 500 and Market Index. Ms.
Farrelly joined Fidelity in 1988.
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 Investments Institutional Operations Company
(FIIOC) performs transfer agent servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR. Members of the Edward C.
Johnson 3d family are the predominant owners of a class of shares of common
stock representing approximately 49% of the voting power of FMR Corp. Under
the Investment Company Act of 1940 (the 1940 Act), control of a company is
presumed where one individual or group of individuals owns more than 25% of
the voting stock of that company; therefore, the Johnson family may be
deemed under the 1940 Act to form a controlling group with respect to FMR
Corp.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND'S INVESTMENT APPROACH
The fund seeks to provide investment results that correspond to the total
return (i.e., the combination of capital changes and income) performance of
common stocks publicly traded in the United States.
In seeking this objective, the fund attempts to duplicate the composition
and total return of the S&P 500 while keeping transaction costs and other
expenses low. FMR normally invests 90% of the fund's assets in equity
securities of companies that compose the S&P 500. If the fund's assets drop
below $20 million, the percentage of the fund's assets invested in such
securities may drop to as low as 65%. Although the fund focuses on common
stocks, it may also invest in other equity securities and in other types of
instruments. The fund purchases short-term debt securities for cash
management purposes and uses various techniques, such as futures contracts,
to adjust its exposure to the S&P 500.
The S&P 500 is made up of 500 common stocks, most of which trade on the New
York Stock Exchange (NYSE). Standard & Poor's Corporation (S&P) is neither
an affiliate nor a sponsor of the fund, and inclusion of a stock in the
index does not imply that it is a good investment. The S&P 500 is a widely
recognized , unmanaged index of common stock prices. It is generally
acknowledged that the S&P 500 broadly represents the performance of
publicly traded common stocks in the United States. Total returns for the
S&P 500 assume reinvestment of dividends but do not include the effect of
brokerage commissions, or other fees. At some time in the future FMR may,
subject to shareholders' approval and 30 days' notice, select another index
if such a standard of comparison is deemed to be more representative of the
performance of U.S. common stocks.
In seeking a 98% or better long-term correlation of the fund's total return
to that of the S&P 500, the fund utilizes a "passive" or "indexing"
approach and tries to allocate its assets similarly to those of the index.
The fund's composition may not always be identical to that of the S&P 500.
FMR may choose, if extraordinary circumstances warrant, to exclude a stock
held in the S&P 500 and include a similar stock in its place if doing so
will help the fund achieve its objective. FMR monitors the correlation
between the performance of the fund and the S&P 500 on a regular basis. In
the unlikely event that the fund cannot achieve a long-term correlation of
98% or better, the trustees will consider alternative arrangements.
FMR believes that with total assets of $20 million or more, the fund will
replicate the investment results of the S&P 500 with a relatively small
margin of tracking error.
The value of the fund's domestic and foreign investments varies in response
to many factors. Stock values fluctuate in response to the activities of
individual companies, and general market and economic conditions. FMR may
use various investment techniques to hedge a portion of the fund's risks,
but there is no guarantee that these strategies will work as FMR intends.
Also as a mutual fund, the fund seeks to spread investment risk by
diversifying its holdings among many companies and industries. When you
sell your shares, they may be worth more or less than what you paid for
them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call Fidelity Client Services at the
appropriate number listed on page .
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, the fund may not
purchase more than 10% of the outstanding voting securities of a single
issuer.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign debt securities may be unwilling to
repay principal and interest when due, and may require that the conditions
for payment be renegotiated. All of these factors can make foreign
investments, especially those in developing countries, more volatile
than U.S. investments.
REPURCHASE AGREEMENTS. In a repurchase agreement, the 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.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, 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 the 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.
ILLIQUID SECURITIES. Some investments may be determined by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price. Difficulty in
selling securities may result in a loss or may be costly to the fund.
RESTRICTION: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include real estate-related in strument s.
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. Economic,
business, or political changes can affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, the fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. The fund may not invest more than 25%
of its total assets in any one industry. These limitations do not apply to
U.S. Government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTION: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering the
fund's securities. The fund may also lend money to other funds advised by
FMR.
RESTRICTION: Loans, in the aggregate, may not exceed 331/3% of the 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 shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
The fund seeks to provide investment results that correspond to the total
return (i.e., the combination of capital changes and income) performance of
common stocks publicly traded in the United States.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer and may not purchase more than 10% of the outstanding
voting securities of a single issuer.
The fund may not invest more than 25% of its total assets in any one
industry.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. The fund also pays OTHER EXPENSES, which are explained
below.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of 0.28% of its average net assets.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
FIIOC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund. Fidelity Service Co. (FSC) calculates the
net asset value per share (NAV) and dividends for the fund, maintains the
fund's general accounting records, and administers the fund's securities
lending program.
For the fiscal year ended 1996, the fund paid FIIOC and FSC fees equal to
0.25 % and 0.03 % , respectively, of the fund's average
net assets.
The fund has adopted a DISTRIBUTION AND SERVICE PLAN. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include reimbursing FDC
for payments to third parties, such as banks or broker-dealers, that
provide shareholder support services or engage in the sale of the fund's
shares. The Board of Trustees has authorized such payments.
The fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity. A broker-dealer may use a
portion of the commissions paid by a fund to reduce the fund's custodian or
transfer agent fees.
The fund's portfolio turnover rate for the fiscal year ended 1996 was
1 %. This rate varies from year to year.
YOUR ACCOUNT
TYPES OF ACCOUNTS
If you invest through an investment professional, your investment
professional , including a broker-dealer or financial institution,
may charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials for any
additional service features or fees that may apply. Certain features of the
fund, such as minimum initial or subsequent investment amounts, may be
modified.
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information, call your Fidelity toll-free
retirement number, or Fidelity Client Services at the appropriate number
listed on page .
WAYS TO SET UP YOUR ACCOUNT
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.
For more specific information, call Fidelity Client Services at the
appropriate number listed on page .
TAX SAVING RETIREMENT PLANS. Fidelity can set up your new account in the
fund under one of several tax-sheltered plans. These plans let you save for
retirement and shelter your investment income from current taxes. Minimums
may differ from those listed on page , and the corresponding information
may not apply. Retirement plan participants should refer to their
retirement plan's guidelines for further information.
(solid bullet) DEFINED CONTRIBUTION PLANS, such as 401(k) Plans,
employer-sponsored IRA programs, Thrift, Keogh or Corporate Profit-Sharing
or Money-Purchase Plans are open to self-employed people and their partners
or to corporations, to benefit themselves and their employees.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are open to employees of most
non-profit organizations.
(solid bullet) DEFINED BENEFIT PLANS are open to corporations of all sizes
to benefit their employees.
(solid bullet) 457 PLANS are open to employees of most government agencies.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called NAV, is calculated every business day. The
fund's shares are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
4:00 p.m. Eastern time.
Share certificates are not available for fund shares.
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 by wire as
described on page . If there is no account application accompanying this
prospectus, call Fidelity Client Services at the appropriate number listed
on page .
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account,
(small solid bullet) Open your account by exchanging from another Fidelity
fund, or
(small solid bullet) Contact your investment professional.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
SECURITIES EXCHANGE. Shares of the fund may be purchased in exchange for
securities you hold which meet the fund's investment objective, policies,
and limitations. FDC reserves the right to refuse a securities exchange for
any reason. You may realize a gain or loss for federal income tax purposes
upon a securities exchange.
For further information, call Fidelity Client Services at the appropriate
number listed on page . DO NOT SEND SECURITIES TO THE FUND OR TO FDC.
MINIMUM INVESTMENTS*
TO OPEN AN ACCOUNT $100,000
TO ADD TO AN ACCOUNT $2,500
MINIMUM BALANCE $100,000
*Account minimums may differ for participants of tax-saving retirement
plans.
FOR INFORMATION OR ASSISTANCE IN OPENING A NEW ACCOUNT:
<TABLE>
<CAPTION>
<S> <C> <C>
INITIAL INVESTMENT Corporate Retirement Plans 1- 800-962-1375
(Fidelity Client Services) "Not for Profit" Retirement Plans 1- 800-343-0860
Financial and Other Institutions 1- 800-843-3001
ADDITIONAL INVESTMENT Corporate Retirement Plans 1- 800-962-1375
(Fidelity Client Services) "Not for Profit" Retirement Plans 1- 800-343-0860
Financial and Other Institutions 1- 800- 8 43- 3001
</TABLE>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
<TABLE>
<CAPTION>
<S> <C> <C>
PHONE (small solid bullet) Exchange from another Fidelity
fund (small solid bullet) Exchange from another Fidelity
account with the same registration, fund account with the same
including name, address, and registration, including name,
taxpayer ID number. address, and taxpayer ID number.
(phone_graphic) (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. Minimum: $250.
Maximum: $50,000.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the
account (small solid bullet) Make your check payable to
application. Make your check "Fidelity U.S. Equity Index
payable to "Fidelity U.S. Equity Index Portfolio." Indicate your fund
Portfolio." Mail to the address account number on your check and
indicated on the application. mail to the address printed on your
account statement.
(small solid bullet) Exchange by mail: call Fidelity Client
Services at the appropriate number
listed above for instructions.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call Fidelity Client
Services at the (small solid bullet) You must sign up for the wire
appropriate number listed above to feature before using it. Call Fidelity
set up your account and to arrange a Client Services at the appropriate
wire transaction. Not available for number listed above for
retirement accounts. instructions.
(small solid bullet) Call Fidelity Client
Services before (small solid bullet) Call Fidelity Client Services before
4:00 p.m. Eastern time. 4:00 p.m. Eastern time.
</TABLE>
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 NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 4:00 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to shares of other Fidelity funds, which
can be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, please leave at least
$100,000 worth of shares in the account to keep it open (account
minimum s may differ for participants of tax-saving retirement
plans).
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,
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
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
on page .
Mail your letter to the following address:
Fidelity U.S. Equity Index Portfolio
P.O. Box 1182
Boston, MA 02103-1182
Unless otherwise instructed, the transfer agent will send a check to the
record address.
ACCOUNT TYPE SPECIAL REQUIREMENTS
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PHONE All account types, except retirement (small solid bullet) Maximum check request: $100,000.
(small solid bullet) For Fidelity Money Line transfers to
your bank account. Minimum
$2,500. Maximum $50,000.
</TABLE>
<TABLE>
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(phone_graphic) All account types (small solid bullet) You may exchange to other Fidelity
funds if both accounts are
registered with the same name(s),
address, and taxpayer ID number.
(phone_graphic) Retirement account (small solid bullet) If you have invested through an
employer-sponsored retirement
plan, contact your employer or call
your Fidelity toll-free retirement
number , or call Fidelity Client
Services at the appropriate number
listed on page .
Mail or in Person
(mail_graphic)
(hand_graphic) Retirement account (small solid bullet) The account owner should complete
a retirement distribution form. If you
have invested through an
employer-sponsored retirement
plan, contact your employer or call
your Fidelity toll-free retirement
number , or call Fidelity Client
Services at the appropriate number
listed on page to request one.
Trust (small solid bullet) The trustee must sign the letter of
instruction indicating capacity as
trustee. If the trustee's name is not in
the account registration, provide a
copy of the trust document certified
within the last 60 days with a letter
(with signature guaranteed).
Business or Organization (small solid bullet) At least one person authorized by
corporate resolution to act on the
account must sign the letter of
instruction (with signature
guaranteed).
Wire (wire_graphic) All account types, except retirement (small solid bullet) You must sign up for the wire
feature before using it. To verify that
it is in place, call Fidelity Client
Services at the appropriate number
listed on page . Minimum wire:
$100,000.
(small solid bullet) Your wire redemption request must
be received by Fidelity before 4:00
p.m. Eastern time for money to be
wired on the next business day.
</TABLE>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired:
1-800-544-0118
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly for retirement plans,
monthly for all others)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in the
fund. Call Fidelity Client Services at the appropriate number listed on
page if you need additional copies of financial reports and prospectuses.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with Fidelity for banks, corporations, and other institutions that wish to
open multiple accounts (a master account and sub-accounts). If you wish
to utilize Fidelity's sub-accounting facilities or other special
services for individual or multiple accounts, you will be required to
enter into a separate agreement with Fidelity. Charges for these services,
if any, will be determined on the basis of the level of services to be
rendered. Sub-accounts may be opened with the initial investment or at
a later date and may be established with registration either by name or by
number.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions," page .
FIDELITY MONEY LINE 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.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends are distributed in March,
June, September, and December. Capital gains are normally
distributed in April and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The fund offers three options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund, but you will be
sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
When the fund deducts a distribution from its NAV, the reinvestment price
is the NAV at the close of business that day. Distribution checks will be
mailed within seven days.
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
Every January, Fidelity will send you and the IRS a statement showing the
taxable distributions paid to you in the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are subject
to capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price.
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
CURRENCY CONSIDERATIONS. If the fund's dividends exceed its taxable income
in any year, which is sometimes the result of currency-related losses, all
or a portion of the fund's dividends may be treated as a return of capital
to shareholders for tax purposes. To minimize the risk of a return of
capital, the fund may adjust its dividends to take currency fluctuations
into account, which may cause the dividends to vary. Any return of capital
will reduce the cost basis of your shares, which will result in a higher
reported capital gain or a lower reported capital loss when you sell your
shares. The statement you receive in January will specify if any
distributions included a return of capital.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the NYSE is open. FSC normally
calculates the fund's NAV as of the close of business of the NYSE, normally
4:00 p.m. Eastern time.
THE 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 dividing the result by the number of
shares outstanding.
The 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 Board of Trustees believes accurately reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its 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 the 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 the confirmation
statements immediately after receipt. If you do not want the ability to
redeem and exchange by telephone, call Fidelity for instructions.
Additional documentation may be required from corporations, associations,
and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted by the
transfer agent. 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) The 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
canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. 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 the 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) The 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.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $100,000, 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.
For purposes of determining the minimum balance, multiple accounts
registered in the same name within the fund will be aggregated.
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
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the difference between that fund's sales charge and any sales charge
you have previously paid in connection with the shares you are exchanging.
For example, if you had already paid a sales charge of 2% on your shares
and you exchange them into a fund with a 3% sales charge, you would pay an
additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
APPENDIX
The fund (Product) is not sponsored, endorsed, sold, or promoted by S&P, a
division of McGraw-Hill, Inc. S&P makes no representation or warranty,
express or implied, to the owners of the Product or any member of the
public regarding the advisability of investing in securities generally or
in the Product particularly or the ability of the S&P 500 to track general
stock market performance. S&P's only relationship to Fidelity (Licensee) is
the licensing of certain trademarks and trade names of S&P and of the S&P
500 which is determined, composed, and calculated by S&P without regard to
the Licensee or the Product. S&P has no obligation to take the needs of the
Licensee or the owners of the Product into consideration in determining,
composing, or calculating the S&P 500. S&P is not responsible for and has
not participated in the determination of the timing of, prices at, or
quantities of the Product to be issued or in the determination or
calculation of the equation by which the Product is to be converted into
cash. S&P has no obligation or liability in connection with the
administration, marketing, or trading of the Product.
S&P does not guarantee the accuracy and/or the completeness of the S&P 500
or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express
or implied, as to results to be obtained by Licensee, owners of the
Product, or any other person or entity from the use of the S&P 500 or any
data included therein. S&P makes no express or implied warranties, and
expressly disclaims all warranties or merchantability or fitness for a
particular purpose or use with respect to the S&P 500 or any data included
therein. Without limiting any of the foregoing, in no event shall S&P have
any liability for any special, punitive, indirect, or consequential damages
(including lost profits), even if notified of the possibility of such
damages.
"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and "500"
are trademarks of McGraw-Hill, Inc. and have been licensed for use by FDC.
Fidelity Money Line is a registered trademark of FMR Corp.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This Prospectus and the related SAI do not
constitute an offer by the fund or by FDC to sell or to buy shares of the
fund to any person to whom it is unlawful to make such offer.
FIDELITY U.S. EQUITY INDEX PORTFOLIO
CROSS REFERENCE SHEET
<TABLE>
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Part B: Statement of Additional
Information
Form N-1A Item Number SAI Caption
10,11......................................... Cover Page
12.............................................. *
13 a,b,c.................................... Investment Policies and Limitations
d........................................... Portfolio Transactions
14 a,b........................................ Trustees and Officers
c........................................... Trustees and Officers
15 a,b..................................... Description of the Trust
15 Trustees and Officers
c..............................................
16 a(i)....................................... FMR; Trustees and Officers
a(ii)....................................... Trustees and Officers
a(iii),b................................... Management Contract
c,d...................................... Contracts with FMR Affiliates
*
e...........................................
Distribution and Service Plan
f............................................
*
g...........................................
Description of the Trust
h...........................................
Contracts with FMR Affiliates
i............................................
17 Portfolio Transactions
a,b,c.......................................
d,e..................................... *
18 a........................................ Description of the Trust
*
b...........................................
19 a....................................... Additional Purchase, Redemption, and Exchange
Information
Valuation
b...........................................
*
c...........................................
20.............................................. Distributions and Taxes
21 a,b................................. Contracts with FMR Affiliates
c................................ *
22.............................................. Performance
23.............................................. Financial Statements for the fiscal period ended
February 29, 1996 are incorporated herein by
reference
* Not Applicable
</TABLE>
FIDELITY U.S. EQUITY INDEX PORTFOLIO
A FUND OF FIDELITY INSTITUTIONAL TRUST
STATEMENT OF ADDITIONAL INFORMATION
APRIL 19, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the fund's current Prospectus (dated
April 19, 1996). Please retain this document for future reference. The
fund's financial statements and financial highlights, included in the
Annual Report, for the fiscal year ended February 29, 1996, are
incorporated herein by reference. To obtain an additional copy of the
Prospectus and Annual Report, please call the appropriate number listed
below.
INDIVIDUAL ACCOUNTS (PARTICIPANT)
If you are investing through a retirement plan sponsor or other
institution, refer to your plan materials or contact that institution
directly.
RETIREMENT PLAN LEVEL ACCOUNTS (TRUSTEES, PLAN SPONSORS)
Corporate Clients 1-800-962-1375
"Not for Profit" Clients 1-800-343-0860
FINANCIAL AND OTHER INSTITUTIONS
Nationwide 1-800-843-3001
TABLE OF CONTENTS PAGE
Investment Policies and Limitations
Portfolio Transactions
Valuation
Performance
Additional Purchase, Exchange, and Redemption Information
Distributions and Taxes
FMR
Trustees and Officers
Management Contract
Distribution and Service Plan
Contracts with FMR Affiliates
Description of the Trust
Financial Statements
Appendix
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC)
CUSTODIAN
State Street Bank & Trust Company ( State Street )
UEI-ptb- 0 496
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the 1940
Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described
in this SAI are not fundamental and may be changed without shareholder
approval.
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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, (a) more than 25% of the value of its
total assets would be invested in the securities of a single issuer, or (b)
with respect to 75% of its total assets, more than 5% of the value of its
total assets would be invested in the securities of a single issuer or it
would own more than 10% of the outstanding voting securities of any single
issuer;
(2) issue bonds or any other class of securities preferred over shares of
the fund in respect of the fund's assets or earnings, provided that the
fund may establish additional series or classes of shares in accordance
with its Declaration of Trust;
(3) 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;
(4) 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;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (less liabilities other
than borrowings). Any borrowings that come to exceed 33 1/3% of the value
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. The fund may not purchase any security while borrowings
representing more than 5% of its net assets are outstanding;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than 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;
(8) 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 futures contracts or 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);
(9) 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 marketable securities issued by
companies or other entities); or
(10) lend any security or make any other loan, except (a) through the
purchase of a portion of an issue of debt securities in accordance with its
investment objective, policies, and limitations, or (b) by engaging in
repurchase agreements with respect to fund securities, if, as a result,
more than 33 1/3% of the value of its total assets would be lent to other
parties.
Investment limitation (5) 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 SHAREHOLDER APPROVAL:
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.
(ii) 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.
(iii) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(ii) would exceed 10% of the fund's net assets.
(iv) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(v) 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.
(vi) 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.
(vii) 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.
(viii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust 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.
(x) The fund does not currently intend to purchase puts, calls, straddles,
spreads, and any combination thereof, if by reason thereof the value of its
aggregate investment in such classes of securities will exceed 5% of its
total assets.
For purposes of limitation (vi), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may 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
(SEC), the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
CLOSED-END INVESTMENT COMPANIES. The fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a premium
or a discount to their net asset value.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. 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.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include 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
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. 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 an exchange 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 result in 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
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.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADRs) as well as other "hybrid" forms of
ADRs , including European Depository Receipts (EDRs) and Global
Depository Receipts (GDRs), are certificates evidencing ownership of shares
of a foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The fund 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 fund 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.
The 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 the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation, and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and, if the guidelines so require, will
set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500(registered trademark)). Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and options premiums.
FMR also intends to follow certain other limitations on the fund's futures
and options activities. The fund will not purchase any option if, as a
result, more than 5% of its total assets would be invested in option
premiums. Under normal conditions, the fund will not enter into any futures
contract or option if, as a result, the sum of (i) the current value of
assets hedged in the case of strategies involving the sale of securities,
and (ii) the current value of the indices or other instruments underlying
the fund's other futures or options positions, would exceed 35% of the
fund's total assets. These limitations do not apply to options attached to,
or acquired or traded together with their underlying securities, and do not
apply to securities that incorporate features similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease i t s exposure to different
foreign currencies. The fund may also purchase and write currency options
in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate
with exchange rates, but may not reflect other factors that affect the
value of the fund's investments. A currency hedge, for example, should
protect a Yen-denominated security from a decline in the Yen, but will not
protect the fund against a price decline resulting from deterioration in
the issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the 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 the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, OTC options, and non-government stripped
fixed-rate mortgage-backed securities. Also, FMR may determine some
restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
OTC options the fund writes, all or a portion of the value of the
underlying instrument may be illiquid depending on the assets held to cover
the option and the nature and terms of any agreement the fund may have to
close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the 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.
INDEXED SECURITIES. Indexed securities include commercial paper,
certificates of deposit, and other fixed-income securities whose values at
maturity or coupon interest rates are determined by reference to the return
of the S&P 500 or a comparable stock index. Indexed securities can be
affected by changes in interest rates and the creditworthiness of their
issuers as well as stock prices, and may not track the S&P 500 as
accurately as direct investments in S&P 500 stocks.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available 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. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
INVESTMENT DETAILS. The fund is not managed according to traditional
methods of "active" investment management, which involve the buying and
selling of securities based upon economic, financial, and market analyses
and investment judgment. Instead, the fund, utilizing a "passive" or
"indexing" investment approach, attempts to duplicate the performance of
the S&P 500. The fund may omit or remove an S&P 500 stock from its
portfolio if, following objective criteria, FMR judges the stock to be
insufficiently liquid or believes the merit of the investment has been
substantially impaired by extraordinary events or financial conditions. FMR
may purchase stocks that are not included in the S&P 500 to compensate for
these differences if it believes that their prices will move together with
the prices of the S&P 500.
The ability of the fund to meet its objective depends in part on its cash
flow because investments and redemptions by shareholders generally will
require the fund to purchase or sell portfolio securities. A low level of
shareholder transactions will keep cash flow manageable and enhance the
fund's ability to track the S&P 500. FMR will make investment changes to
accommodate cash flow in an attempt to maintain the similarity of the
fund's portfolio to the composition of the S&P 500. In addition, the fund
will maintain a reasonable position in high-quality, short-term debt
securities and money market instruments to meet redemption requests.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the 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. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the 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, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the 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.
The 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.
S&P 500. The S&P 500 is a well-known stock market index that includes
common stocks of companies representing a significant portion of the market
value of all common stocks publicly traded in the United States. Stocks in
the S&P 500 are weighted according to their market capitalization (i.e.,
the number of shares outstanding multiplied by the stock's current price),
with the 62 largest stocks currently comprising approximately 50% of the
index's value. The composition of the S&P 500 is determined by Standard &
Poor's Corporation and is based on such factors as the market
capitalization and trading activity of each stock and its adequacy as a
representation of stocks in a particular industry group. Standard & Poor's
Corporation may change the index's composition from time to time.
The performance of the S&P 500 is a hypothetical number that does not take
into account brokerage commissions and other costs of investing, which the
fund bears.
SECURITIES LENDING. The 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
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in 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 the 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 Board of Trustees
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 the 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).
SHORT SALES "AGAINST THE BOX". If the fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Under a typical equity swap agreement, a counterparty such
as a bank or broker-dealer agrees to pay the fund a return equal to the
dividend payments and increase in value, if any, of an index or group of
stocks (such as the S&P 500), and the fund agrees in return to pay a fixed
or floating rate of interest, plus any declines in value of the index. Swap
agreements can also have features providing for maximum or minimum exposure
to the designated index. Swap agreements can take many different forms and
are known by a variety of names. The 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 order to track the return of the designated index effectively, the fund
would generally have to own other assets returning approximately the same
amount as the interest rate payable by the fund under the swap agreement.
In addition, if the counterparty's creditworthiness declined, the swap
would be likely to decline in value relative to the designated index,
impairing the fund's correlation with the S&P 500. The fund expects to be
able to eliminate its exposure under swap agreements either by assignment
or other disposition of the swap agreement, or by entering into an
offsetting swap agreement with the same party or a similarly creditworthy
party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its obligations under swap agreements. If the 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 the 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.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser. In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to, the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is 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 fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
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 the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with FBSI and Fidelity Brokerage Services
(FBS), subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services. From September 1992 through December
1994, FBS operated under the name Fidelity Brokerage Services Limited, Inc.
(FBSL). As of January 1995, FBSL was converted to an unlimited liability
company and assumed the name FBS. Prior to September 4, 1992, FBSL operated
under the name Fidelity Portfolio Services, Ltd. (FPSL) as a wholly owned
subsidiary of Fidelity International Limited (FIL). Edward C. Johnson 3d is
Chairman of FIL. Mr. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal periods ended February 29, 1996 and February 28, 1995, the
fund's portfolio turnover rates were 1 % and 11%, respectively.
For the fiscal years ended 1996, 1995, and 1994, the fund paid brokerage
commissions of $ 788,000 , $96, 000 , and $9 4 , 000 ,
respectively. The fund pays both commissions and spreads in connection with
the placement of portfolio transactions. FBSI is paid on a commission
basis. During the fiscal years ended 1996, 1995, and 1994, the fund paid
brokerage commissions of $ 7,000 , $1, 0 00, and $0,
respectively, to FBSI. During the fiscal year ended 1996, this amounted to
approximately .90 % of the aggregate brokerage commissions paid by
the fund for transactions involving approximately 1.65 % of the
aggregate dollar amount of transactions for which the fund paid brokerage
commissions.
During the fiscal year ended 1996, the fund paid $ 357,000 in
commissions to brokerage firms that provided research services involving
approximately $ 358,536,000 of transactions. The provision of
research services was not necessarily a factor in the placement of all this
business with such firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the 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 the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION
Fidelity Service Co. (FSC) normally determines the fund's net asset value
per share (NAV) as of the close of the NYSE (normally 4:00 p.m. Eastern
time). The valuation of portfolio securities is determined as of this time
for the purpose of computing the fund's NAV.
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used.
Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Fixed-income
securities and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an evaluation of these services, may use various
pricing services or discontinue the use of any pricing service.
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, 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.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's 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
the 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 total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the 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 and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using the fund's NAVs, adjusted NAVs,
and benchmark indices may be used to exhibit performance. An adjusted NAV
includes any distributions paid by the fund and reflects all elements of
its return. Unless otherwise indicated, the fund's adjusted NAVs are not
adjusted for sales charges, if any.
MOVING AVERAGES. The 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 February 23, 1996, the 13-week and 39-week long-term
moving averages were $ 22.91 and $ 21.41 , respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended February 29, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
One Five One Five
Year Years Life of Year Years Life of
Fund* Fund*
34.37 % 14.72 % 15.10 % 34.37 % 98.66 % 209.74 %
</TABLE>
* From February 17, 1988 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's total returns would have been lower.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the S&P 500, 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 the fund. The S&P 500 and the DJIA comparisons are
provided to show how the fund's total return compared to the record of a
broad average of common stock prices and a narrower set of stocks of major
industrial companies, respectively, over the same period. The fund has the
ability to invest in securities not included in either index, and its
investment portfolio may or may not be similar in composition to the
DJIA . Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the fund's returns, do not include
the effect of paying brokerage commissions and other costs of investing.
During the period from February 17, 1988 (commencement of operations) to
February 29, 1996, a hypothetical $100,000 investment in the fund would
have grown to $ 309,744 , assuming all distributions were reinvested.
This was a period of fluctuating stock prices and the figures below should
not be considered representative of the dividend income or capital gain or
loss that could be realized from an investment in the fund today.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FIDELITY U.S. EQUITY INDEX PORTFOLIO INDICES
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Period Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living**
$100,000 Dividend Capital Gain
Investment Distributions Distributions
2/29/ 88* $103,400 $ 0 $ 0 $ 103,400 $ 103,287 $ 103,412 $100,000
2/28/ 89 $ 112,100 $ 2,922 $ 216 $ 115,238 $ 115,563 $ 116,853 $ 104,828
2/28/ 90 $ 127,300 $ 7,698 $ 1,675 $ 136,673 $ 137,413 $ 141,143 $ 110,345
2/28/ 91 $ 140,300 $ 13,768 $ 1,846 $ 155,914 $ 157,543 $ 160,886 $ 116,207
2/29/ 92 $ 155,800 $ 20,536 $ 4,03 8 $ 180,37 4 $ 182,762 $ 188,314 $ 119,483
2/28/ 93 $ 167,300 $ 27,410 $ 4,33 6 $ 199,04 6 $ 202,263 $ 200,105 $ 123,362
2/28/ 94 $ 173,600 $ 33,878 $ 7,60 7 $ 215,08 5 $ 219,13 5 $ 233, 933 $ 126,466
2/28/ 95 $ 180,200 $ 40,900 $ 9,407 $ 230,507 $ 235,248 $ 251, 592 $ 130,086
2/29/ 96 $ 235,600 $ 60,298 $ 13,846 $ 309,744 $ 316,883 $ 352,246 $ 133,534
</TABLE>
* From February 17, 1988 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $100,000 made on February
17, 1988, the net amount invested in fund shares was $100,000. The cost of
the initial investment ($100,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$ 147,703 . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $ 33,200 for
dividends and $ 7,900 for capital gains distributions. Tax
consequences of different investments have not been factored into the above
figures.
PERFORMANCE COMPARISONS. The 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, the fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.
From time to time, the 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.
The 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different 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; model portfolios or allocations; 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 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.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The 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 the 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.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
willingness to continue purchasing shares during periods of low price
levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of February 29, 1996, FMR advised over $ 26.5 billion in tax-free
fund assets, $ 80 billion in money market fund assets, $ 256
billion in equity fund assets, $ 55 billion in international fund
assets, and $ 23 billion in Spartan fund assets. The fund may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION
The fund is open for business and its NAV is calculated each day the NYSE
is open for trading. The NYSE has designated the following holiday closings
for 1996: New Year's Day, Washington's Birthday, Good Friday, Memorial Day,
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
the 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, the
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 the
fund's portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 (the Rule) under the 1940 Act, the fund is required
to give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under the Rule, the 60-day notification
requirement may be waived if (i) the only effect of a modification would be
to reduce or eliminate an administrative fee, redemption fee, or deferred
sales charge ordinarily payable at the time of an exchange, or (ii) the
fund suspends the redemption of the shares to be exchanged as permitted
under the 1940 Act or the rules and regulations thereunder, or the fund to
be acquired suspends the sale of its shares because it is unable to invest
amounts effectively in accordance with its investment objective and
policies.
In the prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of the dividends from the fund that qualifies for the
deduction generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. Government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distribution. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of February 29, 1996, the fund hereby designates approximately
$ 4,407,000 as a capital gain dividend for the purpose of the
dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. Because the fund does not currently anticipate that securities
of foreign issuers will constitute more than 50% of its total assets at the
end of its fiscal year, shareholders should not expect to claim a foreign
tax credit or deduction on their federal income tax returns with respect to
foreign taxes withheld.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market PFIC shares. Unrealized gains will be recognized as
income for this purpose and must be distributed to shareholders as
dividends.
The fund is treated as a separate entity from the other fund of Fidelity
Institutional Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
FIIOC, 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 in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either the trust or FMR are indicated by
an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), Trustee (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 (64), Trustee (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 (72), Trustee, 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 Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (68), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a 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 (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, 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 (53), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) 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 (66), Trustee, 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), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty Corporation (a
real estate investment trust, 1993).
EDWARD H. MALONE (71), Trustee. 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 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 (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) 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 (67), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of 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., and AppleSouth,
Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); 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).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended February 29, 1996.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*
J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0
Ralph F. Cox 1141(dagger) 5,200 52,000 128,000
Phyllis Burke Davis 1124 5,200 52,000 125,000
Richard J. Flynn 1409 0 52,000 160,500
Edward C. Johnson 3d ** 0 0 0 0
E. Bradley Jones 1138 5,200 49,400 128,000
Donald J. Kirk 1138 5,200 52,000 129,500
Peter S. Lynch ** 0 0 0 0
Gerald C. McDonough 1109 5,200 52,000 128,000
Edward H. Malone 1141(dagger) 5,200 44,200 128,000
Marvin L. Mann 1141(dagger) 5,200 52,000 128,000
Thomas R. Williams 1111 5,200 52,000 125,000
</TABLE>
(dagger) For the fiscal year ended February 29, 1996, certain of the
non-interested trustees accrued deferred compensation as follows: Ralph F.
Cox, $347.03; Edward H. Malone, $350.43; and Marvin L. Mann, $347.69.
* Information is as of December 31, 1995 for 219 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on the fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
The fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program adopted in July 1988, the non-interested
Trustees, 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 trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees 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.
As of March 31, 1996 , the Trustees and officers of the fund owned,
in the aggregate, less than 1 % of the fund's total outstanding
shares.
As of March 31, 1996 , the following owned of record or beneficially
5% or more of outstanding shares of the fund: Bristol-Meyers Co., 345
Park Avenue, New York, NY 10154 (5.17%).
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provides the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FIIOC and FSC, the fund pays all of its expenses, without limitation, that
are not assumed by those parties. The fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees. Although the fund's current management contract provides that the
fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to shareholders,
the trust, on behalf of the fund, has entered into a revised transfer agent
agreement with FIIOC, pursuant to which FIIOC bears the costs of providing
these services to existing shareholders. Other expenses paid by the fund
include interest, taxes, brokerage commissions, the fund's proportionate
share of insurance premiums and Investment Company Institute dues, and the
costs of registering shares under federal and state securities laws. The
fund is also liable for such non-recurring expenses as may arise, including
costs of any litigation to which the fund may be a party, and any
obligation it may have to indemnify its officers and Trustees with respect
to litigation.
FMR is the fund's manager pursuant to a management contract dated January
13, 1988, which was approved by shareholders on October 19, 1988.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of 0.28% of the average net assets of the
fund throughout the month. For the fiscal years ended February 29, 1996,
February 28, 1995 and 1994, FMR received $ 0 (after reimbursement),
$0 (after reimbursement), and $0 (after reimbursement), respectively.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and repayment of the
reimbursement by the fund will lower its total returns.
Effective January 13, 1988, FMR voluntarily agreed, subject to revision or
termination, to reimburse the fund if and to the extent that its aggregate
operating expenses, including management fees, were in excess of an annual
rate of 0.28% of the average net assets of the fund. If this reimbursement
had not been in effect, for the fiscal years ended February 29, 1996,
February 28, 1995 and 1994, FMR would have received fees amounting to
$ 8,642,000 , $5,488,000 and $4,6 30 , 000 , respectively,
which would have been equivalent to 0.28% of average net assets of the
fund.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the 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 the fund's expenses for purposes of this regulation, the
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.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The
Rule provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is primarily intended to result
in the sale of shares of a fund except pursuant to a plan approved on
behalf of the fund under the Rule. The Plan, as approved by the Trustees,
allows the fund and FMR to incur certain expenses that might be considered
to constitute indirect payment by the fund of distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan specifically
recognizes that FMR may use its resources, including management fees, to
pay expenses associated with the sale of fund shares. This may include
reimbursing FDC for payments to third parties such as banks or
broker-dealers that provide shareholder support services or engage in the
sale of fund shares.
No payments were made to FDC in the fiscal year ended 1996.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plan does not authorize payments by the fund other than those made to FMR
under its management contract with the fund. To the extent that the Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of the fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Plan was approved by shareholders on October 19, 1988.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretation of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FIIOC, an affiliate of FMR, is the transfer, dividend disbursing, and
shareholder servicing agent for the fund. Under this arrangement
FIIOC receives an annual account fee and an asset-based fee based on
account size and fund type for each retail account and certain
institutional accounts. With respect to certain institutional retirement
accounts, FIIOC receives an annual account fee and an asset-based fee based
on account type or fund type. The se annual account fee s
are subject to increase based on postal rate changes. The
asset-based fees of the fund are subject to adjustment if the year-to-date
total return of the S&P 500 is greater than positive or negative 15%.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses,
statements of additional information, and all other reports, notices, and
statements to shareholders, with the exception of proxy statements. Also,
FIIOC pays out-of-pocket expenses associated with transfer agent services.
FSC , an affiliate of FMR, performs the calculations necessary to
determine NAV and dividends for the fund, maintains the fund's accounting
records, and administers the fund's securities lending program. The annual
fee rates for these pricing and bookkeeping services are based on the
fund's average net assets, specifically, 0.06% for the first $500 million
of average net assets and 0.03% for average net assets in excess of $500
million. The fee is limited to a minimum of $60,000 and a maximum of
$800,000 per year. Pricing and bookkeeping fees, including related
out-of-pocket expenses, paid to FSC by the fund for fiscal years ended
1996, 1995, and 1994 were $ 766,000 , $733,000, and $65 3,000 ,
respectively.
FSC , an affiliate of FMR, also receives fees for administering the
fund's securities lending program. Securities lending fees are based on the
number and duration of individual securities loans. For the fiscal years
ended 1996, 1995, and 1994, the fund incurred securities lending fees of
$ 2,000 , $3,000, and $ 1,000 , respectively.
The 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 agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at NAV.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity U.S. Equity Index Portfolio is a fund of
Fidelity Institutional Trust, an open-end management investment company
organized as a Massachusetts business trust on July 21, 1987. Currently,
there are two funds of the trust: Fidelity U.S. Bond Index Portfolio and
Fidelity U.S. Equity Index Portfolio. The Declaration of Trust permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the trust or fund to use the identifying name "Fidelity" may be
withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely.
CUSTODIAN. State Street, P.O. Box 8302, Boston, Massachusetts
02266-8302, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
the subcustodian banks and clearing agencies. The custodian takes no part
in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. The Bank of New York and Chemical Bank, each
headquartered in New York, also may serve as a special purpose custodian of
certain assets in connection with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR. The
Boston branch of the fund's custodian leases its office space from an
affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR. Price Waterhouse LLP serves as the fund's independent
accountant. The auditor examines financial statements for the fund and
provides other audit, tax, and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended February 29, 1996 are included in the fund's Annual Report,
which is attached to the Prospectus. The fund's financial statements and
financial highlights are incorporated herein by reference.
APPENDIX
The following is a list of the 500 stocks comprising the S&P 500 as of
February 29, 1996.
Abbott Labs
Advanced Micro Devices Inc.
Aetna Life & Casualty Co.
Ahmanson (H.F.) & Co.
Air Products & Chemicals Inc.
Airtouch Communications
Alberto Culver Co.
Albertson's Inc.
Alcan Aluminum Ltd.
Alco Standard Corp.
Alexander & Alexander
Allergan Inc.
Allied-Signal Inc.
Allstate Corp.
ALL TEL Corp.
Aluminum Co. of America
ALZA Corp.
Amdahl Corp.
Amerada Hess Corp.
American Brands Inc.
American Electric Power Inc.
American Express Co.
American Gen Corp.
American Greetings Corp.
American Home Products Corp.
American Int'l. Group Inc.
American Stores Co.
Ameritech Corp.
Amgen Inc.
Amoco Corp.
AMP Inc.
AMR Corp.
Andrew Corp.
Anheuser-Busch Cos. Inc.
Apple Computer Inc.
Applied Materials Inc.
Archer Daniels Midland Co.
Armco Inc.
Armstrong World Industries Inc.
ASARCO Inc.
Ashland Inc.
AT&T Corp.
Atlantic Richfield Co.
Autodesk Inc.
Automatic Data Processing
Avery Dennison Corp.
Avon Products Inc.
Baker Hughes Inc.
Ball Corp.
Bally Entertainment Corp.
Baltimore Gas & Electric Co.
Banc One Corp.
Bank New York Inc.
Bank of Boston Corp.
BankAmerica Corp.
Bankers Trust N.Y. Corp.
Bard (C.R.) Inc.
Barnett Banks Inc.
Barrick Gold Corp.
Bausch & Lomb Inc.
Baxter International Inc.
Bay Networks Inc.
Becton Dickinson & Co.
Bell Atlantic Corp.
BellSouth Corp.
Bemis Inc.
Beneficial Corp.
Bethlehem Steel Corp.
Beverly Enterprises Inc.
Biomet Inc.
Black & Decker Corp.
Block H&R Inc.
Boatmen's Bancshares Inc.
Boeing Co.
Boise Cascade Corp.
Boston Scientific Corp.
Briggs & Stratton Corp.
Bristol-Myers Squibb Co.
Brown Forman Corp.
Brown Group Inc.
Browning-Ferris Industries Inc.
Brunswick Corp.
Burlington Northern Santa Fe
Burlington Resources Inc.
Cabletron Sys Inc.
Caliber Sys Inc.
Campbell Soup Co.
Carolina Power & Light Co.
Cast Corp.
Caterpillar Inc.
Centex Corp.
Central & South West Corp.
Ceridian Corp.
Champion International Corp.
Charming Shoppes Inc.
Chase Manhattan Corp.
Chemical Banking Corp.
Chevron Corp.
Chrysler Corp.
Chubb Corp.
CIGNA Corp.
Cincinnati Milacron Inc.
Cinergy Corp.
Circuit City Stores Inc.
Cisco Systems Inc.
Citicorp
Clorox Co.
Coastal Corp.
Coca Cola Co.
Colgate-Palmolive Co.
Columbia
Columbia Gas System Inc.
3 Com Corp.
Comcast Corp.
Comerica Inc.
Community Psych Centers
Compaq Computer Corp.
Computer Associates Intl. Inc.
Computer Sciences Corp.
ConAgra Inc.
Conrail Inc.
Consolidated Edison Co. N.Y.
Consolidated Freightways Inc.
Consolidated Natural Gas Co.
Cooper Industries Inc.
Cooper Tire & Rubber Co.
Coors (Adolph) Co.
CoreStates Financial Corp.
Corning Inc.
CPC International Inc.
Crane Co.
Cray Research Inc.
Crown Cork & Seal Inc.
CSX Corp.
CUC Int'l. Inc.
Cummins Engine Inc.
Cyprus Amax Minerals Co.
Dana Corp.
Darden Restaurants Inc.
Data General Corp.
Dayton Hudson Corp.
Dean Witter Discover & Co.
Deere & Co.
Delta Air Lines Inc.
Deluxe Corp.
Dial Corp.
Digital Equipment Corp.
Dillard Department Stores Inc.
Dominion Resources Inc.
Donnelley (R.R.) & Sons Co.
Dover Corp.
Dow Chemical Co.
Dow Jones & Co. Inc.
Dresser Industries Inc.
DSC Communications Corp.
DTE Energy Co.
Du Pont (E.I.) de Nemours &Co
Duke Power
Dun & Bradstreet
EG&G Inc.
Eastern Enterprises
Eastman Chemical Co.
Eastman Kodak Co.
Eaton Corp.
Echlin Inc.
Echo Bay Mines Ltd.
Ecolab Inc.
Edison Int'l.
Emerson Electric Co.
Engelhard Corp.
Enron Corp.
Enserch Corp.
Entergy Corp.
Exxon Corp.
Federal Express Corp.
Federal Home Loan Mtg. Corp.
Federal Natl. Mtge. Assn.
Federal Paper Board Inc.
Federated Dept. Stores Inc.
First Bank System Inc.
First Chicago NBD Corp.
First Data Corp.
First Fidelity Bancorp
First Interstate Bancorp
First Union Corp.
Fleet Financial Group Inc.
Fleetwood Enterprises Inc.
Fleming Cos. Inc.
Fluor Corp.
FMC Corp.
Ford Motor Co.
Foster Wheeler
FPL Group Inc.
Freeport McMoran Copper/Gold
Fruit of the Loom Inc.
Gannett Inc.
Gap Inc.
General Dynamics Corp.
General Electric Co.
General Mills Inc.
General Motors Corp.
General Public Utilities Corp.
General Re Corp.
General Signal Corp.
Genuine Parts Co.
Georgia-Pacific Corp.
Giant Food Inc.
Giddings & Lewis Inc.
Gillette Co.
Golden West Financial Corp.
Goodrich (B.F.) Co.
Goodyear Tire & Rubber Co.
Grace (W.R.) & Co.
Grainger (W.W.) Inc.
Great A&P TEA Inc.
Great Lakes Chemical Corp.
Great Western Financial Corp.
GTE Corp.
Halliburton Co.
Handleman Co.
Harcourt General Inc.
Harland (J.H.) Co.
Harnischfeger Indus. Inc.
Harrahs Entertainment Inc.
Harris Corp.
Hartmarx Corp.
Hasbro Inc.
Heinz (H.J.) Co.
Helmerich & Payne Inc.
Hercules Inc.
Hershey Foods Corp.
Hewlett-Packard Co.
Hilton Hotels Corp.
Home Depot Inc.
Homestake Mining Co.
Honeywell Inc.
Household International Inc.
Houston Industries Inc.
Humana Inc.
Illinois Tool Works Inc.
Inco Ltd.
Ingersoll-Rand Co.
Inland Steel Ind. Inc.
Intel Corp.
Intergraph Corp.
International Bus. Machines
International Flav/Frag
International Paper Co.
Interpublic Group Cos. Inc.
ITT Corp.
ITT Hartford Group Inc.
ITT Industries Inc.
James River Corp.
Jefferson-Pilot Corp.
Johnson Controls Inc.
Johnson & Johnson
Jostens Inc.
K Mart
Kaufman & Broad Home Corp.
Kellogg Co.
Kerr-McGee Corp.
KeyCorp
Kimberly-Clark Corp.
King World Productions Inc.
Knight-Ridder Inc.
Kroger Co.
Laidlaw Inc.
Lilly (Eli) & Co.
Limited Inc.
Lincoln National Corp.
Liz Claiborne Inc.
Lockheed Martin Corp.
Loews Corp.
Longs Drug Stores Corp.
Loral Corp.
Louisiana Land & Exploration
Louisiana Pacific Corp.
Lowe's Cos. Inc.
LSI Logic Corp.
Luby's Cafeterias Inc.
Maillinckrodt Group Inc.
Manor Care Inc.
Marriott Int'l Inc.
Marsh & McLennan Cos. Inc.
Masco Corp.
Mattel Inc.
May Dept. Stores Co.
Maytag Corp.
MBNA Corp.
McDermott International Inc.
McDonald's Corp.
McDonnell Douglas Corp.
McGraw-Hill Companies Inc.
MCI Communications Corp.
Mead Corp.
Medtronic Inc.
Mellon Bank Corp.
Melville Corp.
Mercantile Stores Inc.
Merck & Co. Inc.
Meredith Corp.
Merrill Lynch & Co. Inc.
Micron Technology Inc.
Microsoft Corp.
Millipore Corp.
Minn. Mining & Mfg. Co.
Mobil Corp.
Monsanto Co.
Moore Ltd.
Morgan (J.P.) & Co. Inc.
Morgan Stanley Group Inc.
Morton International Inc.
Motorola Inc.
NACCO Ind. Inc.
Nalco Chemical Co.
National City Corp.
National Semiconductor Corp.
National Service Ind. Inc.
NationsBank Corp.
Navistar International Corp.
New York Times Co.
Newell Co.
Newmont Mining Corp.
Niagara Mohawk Power Corp.
NICOR Inc.
Nike Inc.
NorAm Energy Corp.
Nordstrom Inc.
Norfolk Southern Corp.
Northern States Power Co.
Northern Telecom Ltd.
Northrop Grumman Corp.
Norwest Corp.
Novell Inc.
Nucor Corp.
Nynex Corp.
Occidental Petroleum Corp.
Ogden Corp.
Ohio Edison Co.
ONEOK Inc.
Oracle Corp.
Oryx Energy Co.
Outboard Marine Corp.
Owens Corning
PACCAR Inc.
Pacific Enterprises
Pacific Gas & Electric Co.
Pacific Telesis Group
PacifiCorp
Pall Corp.
Panhandle Eastern Corp.
Parker-Hannifin Corp.
PECO Energy Co.
Penney (J.C.) Inc.
Pennzoil Co.
Peoples Energy Corp.
Pep Boys
PepsiCo Inc.
Perkin-Elmer Corp.
Pfizer Inc.
Phelps Dodge Corp.
Pharmacia & UpJohn Inc.
Philip Morris Cos. Inc.
Phillips Petroleum Co.
Pioneer Hi-Bred Int'l Inc.
Pitney-Bowes Inc.
Placer Dome Inc.
PNC Bank Corp.
Polaroid Corp.
Potlatch Corp.
PPG Industries Inc.
PP&L Resources Inc.
Praxair Inc.
Premark International Inc.
Price
Procter & Gamble Co.
Providian Corp.
Public Service Enterprises
Pulte Corp.
Quaker Oats Co.
Ralston Purina Co.
Raychem Corp.
Raytheon Co.
Reebok International Ltd.
Republic NY Corp.
Reynolds Metals Co.
Rite Aid Corp.
Rockwell International Corp.
Rohm & Haas Co.
Rowan Cos. Inc.
Royal Dutch Petroleum Co.
Rubbermaid Inc.
Russell Corp.
Ryan's Family Steak Houses
Ryder System Inc.
SAFECO Corp.
Safety-Kleen Corp.
Salomon Inc.
Santa Fe Energy Resources Inc.
Santa Fe Pacific Gold Corp.
Sara Lee Corp.
SBC Communications Inc.
Schering-Plough Corp.
Schlumberger Ltd.
Scientific-Atlanta Inc.
Seagram Ltd.
Sears Roebuck & Co.
Service Corp. International
Shared Medical Systems Corp.
Sherwin-Williams Co.
Shoney's Inc.
Sigma Aldrich Corp.
Silicon Graphics Inc.
Snap-On Inc.
Sonat Inc.
Southern Co.
Southwest Airlines Co.
Springs Industries Inc.
Sprint Corp.
Stanley Works
Stone Container Corp.
Stride Rite Corp.
St. Jude Medical Inc.
St. Paul Cos. Inc.
Sun Inc.
Sun Microsystem Inc.
SunTrust Banks Inc.
Supervalu Inc.
Sysco Corp.
Tandem Computers Inc.
Tandy Corp.
Tektronix Inc.
Tele-Communications Inc.
Teledyne Inc.
Tellabs Inc.
Temple-Inland Inc.
Tenet Healthcare Corp.
Tenneco Inc.
Texaco Inc.
Texas Instruments Inc.
Texas Utilities Co.
Textron Inc.
Thomas & Betts Corp.
Time Warner Inc.
Times Mirror Co.
Timken Co.
TJX Companies Inc.
Torchmark Corp.
Toys R Us Inc.
Transamerica Corp.
Travelers Group Inc.
Tribune Co.
Trinova Corp.
TRW Inc.
Tyco Int'l Limited
Unicom Corp.
Unilever N.V.
Union Camp Corp.
Union Carbide Corp.
Union Electric Co.
Union Pacific
Unisys Corp.
United Healthcare Corp.
United Technologies Corp.
Unocal Corp.
UNUM Corp.
U.S. Bancorp
U.S. Healthcare Inc.
U.S. Surgical Corp.
U.S. West Inc.
USAir Group Inc.
USF&G Corp.
USLIFE Corp.
UST Inc.
USX-Marathon Group
USX-U.S. Steel Group
Varity Corp.
V.F. Corp.
Viacom Inc.
Wachovia Corp.
Walgreen Co.
Wal-Mart Stores Inc.
Walt Disney Co.
Warner-Lambert Co.
Wells Fargo & Co.
Wendy's International Inc.
Western Atlas Inc.
Westinghouse Electric Corp.
Westvaco Corp.
Weyerhaeuser Corp.
Whirlpool Corp.
Whitman Corp.
Williamette Industries Inc.
Williams Cos. Inc.
Winn-Dixie Stores Inc.
WMX Technologies Inc.
Woolworth Corp.
Worthington Ind. Inc.
Wrigley (Wm.) Jr. Co.
Xerox Corp.
Yellow Corp.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) (1) Financial Statements and Financial Highlights, included in the
Annual Report for Fidelity U.S. Bond Index Portfolio for the fiscal year
ended February 29, 1996 are attached to the portfolio's prospectus, are
incorporated by reference into the fund's Statement of Additional
Information, and were filed on April 9, 1996 for Fidelity Institutional
Trust (No. 811-5251) pursuant to Rule 30d-1 under the Investment Company
Act of 1940 and are incorporated herein by reference.
(2) Financial Statements and Financial Highlights, included in the Annual
Report for Fidelity U.S. Equity Index Portfolio for the fiscal year ended
February 29, 1996 are attached to the portfolio's prospectus, are
incorporated by reference into the fund's Statement of Additional
Information, and were filed on April 9, 1996 for Fidelity Institutional
Trust (No. 811-5251) pursuant to Rule 30d-1 under the Investment Company
Act of 1940 and are incorporated herein by reference.
(b) Exhibits:
(1)(a) Declaration of Trust dated as of July 21, 1987 was electronically
filed and is incorporated by reference as Exhibit 1 to Post-Effective
Amendment No. 17.
(b) Supplement to the Declaration of Trust dated November 30, 1988
was electronically filed and is incorporated by reference as Exhibit 1(a)
to Post-Effective Amendment No. 17.
(2) Bylaws of the Trust effective May 19, 1994 were electronically filed
and are incorporated herein by reference as Exhibit 2 to Union Street
Trust's Post-Effective Amendment No. 87.
(3) None.
(4) None.
(5)(a) Management Contract between the Registrant, on behalf of Fidelity
U.S. Bond Index Portfolio, and Fidelity Management & Research Co. dated
January 13, 1988 was electronically filed and is incorporated herein by
reference as Exhibit 5(a) to Post-Effective Amendment No. 19.
(b) Management Contract between the Registrant, on behalf of Fidelity
U.S. Equity Index Portfolio, and Fidelity Management & Research Co. was
electronically filed and is incorporated herein by reference as Exhibit
5(b) to Post-Effective Amendment No. 17.
(6)(a) General Distribution Agreement between the Registrant, on behalf
of Fidelity U.S. Bond Index Portfolio, and Fidelity Distributors
Corporation dated January 13, 1988 was electronically filed and is
incorporated herein by reference as Exhibit 6(a) to Post-Effective
Amendment No. 19.
(b) General Distribution Agreement between the Registrant, on behalf
of Fidelity U.S. Equity Index Portfolio, and Fidelity Distributors
Corporation was electronically filed and is incorporated herein by
reference as Exhibit 6(b) to Post-Effective Amendment No. 17.
(7)(a) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, was electronically filed and
is incorporated herein by reference as Exhibit 7 to Union Street Trust's
Post-Effective Amendment No. 87.
(b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of December 1, 1995 was
electronically filed and incorporated herein by reference to Exhibit 7(b)
to Fidelity School Street Trust's (File No. 2-57157) Post-Effective
Amendment No. 47.
(8)(a) Custodian Agreement between the Registrant, on behalf of Fidelity
U.S. Bond Index Portfolio, and The Bank of New York dated December 1, 1994
was
electronically filed and is incorporated herein by reference as Exhibit
8(a) to Post-Effective Amendment No. 20.
(b) Custodian Agreement, Appendix A, Appendix B, and Appendix C, dated
February 1, 1996, between the Registrant, on behalf of Fidelity U.S. Equity
Index Portfolio and State Street Bank and Trust Company is electronically
filed herein as Exhibit 8(b).
(c) "Form of" Fidelity Group Repo Custodian Agreement and a Schedule of
Counterparties, between the Registrant, on behalf of Fidelity U.S. Equity
Index Portfolio and U.S. Bond Index Portfolio and The Bank of New York is
electronically filed herein as Exhibit 8(c).
(d) "Form of" Fidelity Group Repo Custodian Agreement and a Schedule of
Counterparties, between the Registrant, on behalf of Fidelity U.S. Equity
Index Portfolio and Fidelity U.S. Bond Index Portfolio, and Chemical Bank
is electronically filed herein as Exhibit 8(d).
(e) "Form of" First Amendment to Joint Trading Account Custody
Agreement and "Form of" Fidelity Group Master Repurchase Agreement
(Tri-Party), between the Registrant, on behalf of Fidelity U.S. Equity
Index Portfolio and Fidelity U.S. Bond Index Portfolio, and Chemical Bank
is electronically filed herein as Exhibit 8(e).
(9) Not applicable.
(10) Not applicable.
(11) Consent of Price Waterhouse LLP is electronically filed herein as
Exhibit 11.
(12) None.
(13) Written assurances that purchase representing initial capital was
made for investment purposes without any present intention of redeeming a
reselling were electronically filed and are incorporated herein by
reference as Exhibit 13 to Post-Effective Amendment No. 17.
(14)(a) Retirement Plan for Fidelity Individual Retirement Accounts, as
currently in effect, was electronically filed and is incorporated herein by
reference as Exhibit 14(a) to Union Street Trust's Post-Effective Amendment
No. 87.
(b) Retirement Plan for Portfolio Advisory Services Individual
Retirement Account, as currently in effect, was electronically filed and is
incorporated herein by reference as Exhibit 14(i) to Union Street Trust's
Post-Effective Amendment No. 87.
(c) Retirement Plan for NFSC Individual Retirement Account, as
currently in effect, was electronically filed and is incorporated herein by
reference as Exhibit 14(h) to Union Street Trust's Post-Effective Amendment
No. 87.
(d) NFSC Defined Contribution Plan, as currently in effect, was
electronically filed and is incorporated herein by reference as Exhibit
14(k) to Union Street's Trust Post-Effective Amendment No. 87.
(e) Fidelity Institutional Individual Retirement Account Custodian
Agreement and Disclosure Statement, as currently in effect, was
electronically filed and is incorporated herein by reference as Exhibit
14(d) to Union Street Trust's Post-Effective Amendment No. 87.
(f) Fidelity 403(b)(7) Individual Custodial Agreement, as currently
in effect, was electronically filed and is incorporated herein by reference
as Exhibit 14(j) to Union Street Trust's Post-Effective Amendment No. 87.
(g) Fidelity 403(b) Custodial Agreement, as currently in effect, was
electronically filed and is incorporated herein by reference as Exhibit
14(e) to Union Street Trust's Post-Effective Amendment No. 87.
(h) The CORPORATEplan for Retirement Profit Sharing/401k Plan, as
currently in effect, was electronically filed and is incorporated herein by
reference as Exhibit 14(l) to Union Street Trust's Post-Effective Amendment
No. 87.
(i) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, was electronically filed and is incorporated herein by
reference as Exhibit 14(m) to Union Street Trust's Post-Effective Amendment
No. 87.
(15) 12b-1 Plan for:
(a) Fidelity U.S. Bond Index Portfolio was electronically filed and
is incorporated herein by reference as Exhibit 15(a) to Post-Effective
Amendment No. 19.
(b) Fidelity U.S. Equity Index Portfolio was electronically filed and
is incorporated herein by reference as Exhibit 15(b) to Post-Effective
Amendment No. 17.
(16)(a) Schedules and data points for total return for Fidelity U.S.
Equity Index Portfolio were electronically filed and incorporated herein by
reference as Exhibit 16(a) to Post-Effective Amendment No. 20.
(b) Schedules and data points for 30-day yield for Fidelity U.S.
Bond Index
Portfolio were electronically filed and incorporated herein by reference as
Exhibit 16(b) to Post-Effective Amendment No. 20.
(c) Schedules and data points for moving averages for Fidelity U.S.
Equity Index Portfolio were electronically filed and incorporated herein by
reference as
Exhibit 16(c) to Post-Effective Amendment No. 20.
(17) Financial Data Schedules for Fidelity U.S. Bond Index Portfolio and
Fidelity U.S. Equity Index Portfolio are electronically filed herein as
Exhibit 17.
Item 25. Persons Controlled by or Under Common Control with Registrant
Fidelity Management & Research Company, the investment adviser, owns a
majority of shares of the Registrant. All of the outstanding stock of
Fidelity Management & Research Company, a Massachusetts corporation, is
owned by FMR Corp., a Massachusetts corporation. FMR Corp. is controlled
by Edward C. Johnson 3d, by reason of his current ownership of more than
50% of the voting common stock of the company. Fidelity Management &
Research Company owns all of the outstanding voting securities of Fidelity
Distributors Corporation, a Massachusetts corporation. Fidelity Service
Co., Fidelity Investments Institutional Operations Company, and Fidelity
Investments Retail Services are divisions of FMR Corp. FMR Corp. also
owns all of the outstanding voting securities of FMR Investment Management
Service, Inc. and Fidelity International Investment Management, Inc.,
Delaware corporations, and Fidelity Investors Credit Corp., a Massachusetts
corporation.
Item 26. Number of Holders of Securities
March 31, 1996
Title of Class Number of
Record Holders
Fidelity U.S. Equity Index Portfolio 2,782
Fidelity U.S. Bond Index Portfolio 680
Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him or her in connection with any claim, action suit
or proceeding in which he or she is involved by virtue of his or her
service as a trustee, an officer, or both. 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).
William 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.
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 C. Habermann 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; Director of Technical Research.
Curtis Hollingsworth Vice President of FMR (1993).
Stephen P. 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); 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. MacNaught II Vice President of FMR (1993).
Robert H. Morrison Vice President of FMR; 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 Spillane Vice President of FMR; Senior Vice President and Director
of Operations and Compliance of FMR U.K. (1993).
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;
Tax-Free Fixed-Income Group Leader.
Thomas Sweeney Vice President of FMR (1993).
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; Growth Group Leader.
Jeffrey Vinik Senior Vice President of FMR (1993) 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.; 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.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer 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 funds' respective
custodian: The Bank of New York, 110 Washington Street, New York, N.Y. or
State Street Bank and Trust Company, 40 Water Street, Boston, MA.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant, on behalf of Fidelity U.S. Bond Index Portfolio and
Fidelity U.S. Equity Index Portfolio, provided the information required by
Item 5A is contained in the annual report, undertakes 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. 22 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 9th day of
April, 1996.
Fidelity Institutional Trust
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 April 9, 1996
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Kenneth A. Rathgeber Treasurer April 9, 1996
Kenneth A. Rathgeber
/s/J. Gary Burkhead Trustee April 9, 1996
J. Gary Burkhead
/s/Ralph F. Cox * Trustee April 9, 1996
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee April 9, 1996
Phyllis Burke Davis
/s/Richard J. Flynn * Trustee April 9, 1996
Richard J. Flynn
/s/E. Bradley Jones * Trustee April 9, 1996
E. Bradley Jones
/s/Donald J. Kirk * Trustee April 9, 1996
Donald J. Kirk
/s/Peter S. Lynch * Trustee April 9, 1996
Peter S. Lynch
/s/Edward H. Malone * Trustee April 9, 1996
Edward H. Malone
/s/Marvin L. Mann * Trustee April 9, 1996
Marvin L. Mann
/s/Gerald C. McDonough* Trustee April 9, 1996
Gerald C. McDonough
/s/Thomas R. Williams * Trustee April 9, 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
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
CUSTODIAN AGREEMENT
Dated as of: February 1, 1996
Between
Each of the Investment Companies
Listed on Appendix "A" Attached Hereto
and
State Street Bank and Trust Company
TABLE OF CONTENTS
ARTICLE Page
I. APPOINTMENT OF CUSTODIAN 1
II. POWERS AND DUTIES OF CUSTODIAN 1
2.01 Safekeeping 1
2.02 Manner of Holding Securities 1
2.03 Security Purchases 2
2.04 Exchanges of Securities 2
2.05 Sales of Securities 3
2.06 Depositary Receipts 3
2.07 Exercise of Rights; Tender Offers 3
2.08 Stock Dividends, Rights, Etc. 3
2.09 Options 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 6
2.16 Dividends, Distributions and Redemptions 6
2.17 Proceeds from Shares Sold 6
2.18 Proxies, Notices, Etc. 6
2.19 Bills and Other Disbursements 6
2.20 Nondiscretionary Functions 6
2.21 Bank Accounts 7
2.22 Deposit of Fund Assets in Securities Systems 7
2.23 Other Transfers 8
2.24 Establishment of Segregated Account 9
2.25 Custodian's Books and Records . 9
2.26 Opinion of Fund's Independent Certified Public
Accountants 9
2.27 Reports of Independent Certified Public Accountants 9
2.28 Overdraft Facility 10
III. PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS 10
3.01 Proper Instructions and Special Instructions 10
3.02 Authorized Persons 11
3.03 Persons Having Access to Assets of the Portfolios 11
3.04 Actions of the Custodian Based on Proper Instructions and
Special Instructions 11
i
IV. SUBCUSTODIANS 11
4.01 Domestic Subcustodians 11
4.02 Foreign Subcustodians and Interim Subcustodians 12
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 as to One or More Funds 16
7.02 Termination as to One or More Portfolios 17
VIII. DEFINED TERMS 18
IX. MISCELLANEOUS 18
9.01 Execution of Documents, Etc 18
9.02 Representative Capacity; Nonrecourse Obligations 18
9.03 Several Obligations of the Funds and the Portfolios 19
9.04 Representations and Warranties 19
9.05 Entire Agreement 19
9.06 Waivers and Amendments 19
9.07 Interpretation 20
9.08 Captions 20
9.09 Governing Law 20
9.10 Notices 20
9.11 Assignment 21
9.12 Counterparts 21
9.13 Confidentiality; Survival of Obligations 21
ii
APPENDICES
Appendix "A" - List of Funds and Portfolios
Appendix "B" - List of Additional Custodians,
Special Subcustodians and Foreign Subcustodians
Appendix "C" - Procedures Relating to
Custodian's Security Interest
iii
CUSTODIAN AGREEMENT
AGREEMENT made as of the 1st day of February 1996 between each of the
Investment Companies listed on Appendix "A" hereto, as the same may be
amended from time to time (each a "Fund" and collectively the "Funds") and
State Street Bank and Trust Company (the "Custodian").
W I T N E S S E T H
WHEREAS, each Fund is or may be organized with one or more series of
shares, each of which shall represent an interest in a separate portfolio
of cash, securities and other assets (all such existing and additional
series now or hereafter listed on Appendix "A" being hereinafter referred
to individually, as a "Portfolio," and collectively, as the "Portfolios");
and
WHEREAS, each Fund desires to appoint the Custodian as custodian on behalf
of each of its Portfolios in accordance with the provisions of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations thereunder, under the terms and conditions set forth in
this Agreement, and the Custodian has agreed so to act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
APPOINTMENT OF CUSTODIAN
On behalf of each of its Portfolios, each Fund hereby employs and appoints
the Custodian as a custodian, subject to the terms and provisions of this
Agreement. Each Fund shall deliver to the Custodian, or shall cause to be
delivered to the Custodian, cash, securities and other assets owned by each
of its Portfolios from time to time during the term of this Agreement and
shall specify to which of its Portfolios such cash, securities and other
assets are to be specifically allocated.
ARTICLE II
POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and duties
set forth in this Article II. Pursuant to and in accordance with Article
IV hereof, the Custodian may appoint one or more Subcustodians (as
hereinafter defined) to exercise the powers and perform the duties of the
Custodian set forth in this Article II and references to the Custodian in
this Article II shall include any Subcustodian so appointed.
Section 2.01. Safekeeping. The Custodian shall keep safely all cash,
securities and other assets of each Fund's Portfolios delivered to the
Custodian and, on behalf of such Portfolios, the Custodian shall, from time
to time, accept delivery of cash, securities and other assets for
safekeeping.
Section 2.02. Manner of Holding Securities.
(a) The Custodian shall at all times hold securities of each Fund's
Portfolios either: (i) by physical possession of the share certificates or
other instruments representing such securities in registered or bearer
form; or (ii) in book-entry form by a Securities System (as hereinafter
defined) in accordance with the provisions of Section 2.22 below.
(b) The Custodian shall at all times hold registered securities of each
Portfolio in the name of the Custodian, the Portfolio or a nominee of
either of them, unless specifically directed by Proper Instructions to hold
such registered securities in so-called street name; provided that, in any
event, all such securities and other assets shall be held in an account of
the Custodian containing only assets of a Portfolio, or only assets held by
the Custodian as a fiduciary or custodian for customers; and provided
further, that the records of the Custodian shall indicate at all times the
Portfolio or other customer for which such securities and other assets are
held in such account and the respective interests therein.
Section 2.03. Security Purchases. Upon receipt of Proper Instructions
(as hereinafter defined), the Custodian shall pay for and receive
securities purchased for the account of a Portfolio, provided that payment
shall be made by the Custodian only upon receipt of the securities: (a) by
the Custodian; (b) by a clearing corporation of a national securities
exchange of which the Custodian is a member; or (c) by a Securities System.
Notwithstanding the foregoing, upon receipt of Proper Instructions: (i) in
the case of a repurchase agreement, the Custodian may release funds to a
Securities System prior to the receipt of advice from the Securities System
that the securities underlying such repurchase agreement have been
transferred by book-entry into the Account (as hereinafter defined)
maintained with such Securities System by the Custodian, provided that the
Custodian's instructions to the Securities System require that the
Securities System may make payment of such funds to the other party to the
repurchase agreement only upon transfer by book-entry of the securities
underlying the repurchase agreement into the Account; (ii) in the case of
time deposits, call account deposits, currency deposits, and other
deposits, foreign exchange transactions, futures contracts or options,
pursuant to Sections 2.09, 2.10, 2.12 and 2.13 hereof, the Custodian may
make payment therefor before receipt of an advice or confirmation
evidencing said deposit or entry into such transaction; (iii) in the case
of the purchase of securities, the settlement of which occurs outside of
the United States of America, the Custodian may make payment therefor and
receive delivery of such securities in accordance with local custom and
practice generally accepted by Institutional Clients (as hereinafter
defined) in the country in which the settlement occurs, but in all events
subject to the standard of care set forth in Article V hereof; and (iv) in
the case of the purchase of securities in which, in accordance with
standard industry custom and practice generally accepted by Institutional
Clients with respect to such securities, the receipt of such securities and
the payment therefor take place in different countries, the Custodian may
receive delivery of such securities and make payment therefor in accordance
with standard industry custom and practice for such securities generally
accepted by Institutional Clients, but in all events subject to the
standard of care set forth in Article V hereof. For purposes of this
Agreement, an "Institutional Client" shall mean a major commercial bank,
corporation, insurance company, or substantially similar institution,
which, as a substantial part of its business operations, purchases or sells
securities and makes use of custodial services.
Section 2.04. Exchanges of Securities. Upon receipt of Proper
Instructions, the Custodian shall exchange securities held by it for the
account of a Portfolio for other securities in connection with any
reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event relating to the securities or the issuer of such
securities, and shall deposit any such securities in accordance with the
terms of any reorganization or protective plan. The Custodian shall,
without receiving Proper Instructions: surrender securities in temporary
form for definitive securities; surrender securities for transfer into the
name of the Custodian, a Portfolio or a nominee of either of them, as
permitted by Section 2.02(b); and surrender securities for a different
number of certificates or instruments representing the same number of
shares or same principal amount of indebtedness, provided that the
securities to be issued will be delivered to the Custodian or a nominee of
the Custodian.
Section 2.05. Sales of Securities. Upon receipt of Proper Instructions,
the Custodian shall make delivery of securities which have been sold for
the account of a Portfolio, but only against payment therefor in the form
of: (a) cash, certified check, bank cashier's check, bank credit, or bank
wire transfer; (b) credit to the account of the Custodian with a clearing
corporation of a national securities exchange of which the Custodian is a
member; or (c) credit to the Account of the Custodian with a Securities
System, in accordance with the provisions of Section 2.22 hereof.
Notwithstanding the foregoing: (i) in the case of the sale of securities,
the settlement of which occurs outside of the United States of America,
such securities shall be delivered and paid for in accordance with local
custom and practice generally accepted by Institutional Clients in the
country in which the settlement occurs, but in all events subject to the
standard of care set forth in Article V hereof; (ii) in the case of the
sale of securities in which, in accordance with standard industry custom
and practice generally accepted by Institutional Clients with respect to
such securities, the delivery of such securities and receipt of payment
therefor take place in different countries, the Custodian may deliver such
securities and receive payment therefor in accordance with standard
industry custom and practice for such securities generally accepted by
Institutional Clients, but in all events subject to the standard of care
set forth in Article V hereof; and (iii) in the case of securities held in
physical form, such securities shall be delivered and paid for in
accordance with "street delivery custom" to a broker or its clearing agent,
against delivery to the Custodian of a receipt for such securities,
provided that the Custodian shall have taken reasonable steps to ensure
prompt collection of the payment for, or the return of, such securities by
the broker or its clearing agent, and provided further that the Custodian
shall not be responsible for the selection of or the failure or inability
to perform of such broker or its clearing agent.
Section 2.06. Depositary Receipts. Upon receipt of Proper Instructions,
the Custodian shall surrender securities to the depositary used for such
securities by an issuer of American Depositary Receipts, Global Depository
Receipts or International Depositary Receipts (hereinafter referred to,
collectively, as "ADRs"), against a written receipt therefor adequately
describing such securities and written evidence satisfactory to the
Custodian that the depositary has acknowledged receipt of instructions to
issue ADRs with respect to such securities in the name of the Custodian or
a nominee of the Custodian, for delivery to the Custodian at such place as
the Custodian may from time to time designate. Upon receipt of Proper
Instructions, the Custodian shall surrender ADRs to the issuer thereof,
against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the
issuer of the ADRs has acknowledged receipt of instructions to cause its
depository to deliver the securities underlying such ADRs to the Custodian.
Section 2.07. Exercise of Rights; Tender Offers. Upon receipt of Proper
Instructions, the Custodian shall: (a) deliver warrants, puts, calls,
rights or similar securities to the issuer or trustee thereof, or to the
agent of such issuer or trustee, for the purpose of exercise or sale,
provided that the new securities, cash or other assets, if any, acquired as
a result of such actions are to be delivered to the Custodian; and (b)
deposit securities upon invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered to the
Custodian, or the tendered securities are to be returned to the Custodian.
Notwithstanding any provision of this Agreement to the contrary, the
Custodian shall take all necessary action, unless otherwise directed to the
contrary in Proper Instructions, to comply with the terms of all mandatory
or compulsory exchanges, calls, tenders, redemptions, or similar rights of
security ownership, and shall promptly notify each applicable Fund of such
action in writing by facsimile transmission or in such other manner as such
Fund and the Custodian may agree in writing.
Section 2.08. Stock Dividends, Rights, Etc. The Custodian shall receive
and collect all stock dividends, rights and other items of like nature and,
upon receipt of Proper Instructions, take action with respect to the same
as directed in such Proper Instructions.
Section 2.09. Options. Upon receipt of Proper Instructions and in
accordance with the provisions of any agreement between the Custodian, any
registered broker-dealer and, if necessary, a Fund on behalf of any
applicable Portfolio relating to compliance with the rules of the Options
Clearing Corporation or of any registered national securities exchange or
similar organization(s), the Custodian shall: (a) receive and retain
confirmations or other documents, if any, evidencing the purchase or
writing of an option on a security or securities index by the applicable
Portfolio; (b) deposit and maintain in a segregated account, securities
(either physically or by book-entry in a Securities System), cash or other
assets; and (c) pay, release and/or transfer such securities, cash or other
assets in accordance with notices or other communications evidencing the
expiration, termination or exercise of such options furnished by the
Options Clearing Corporation, the securities or options exchange on which
such options are traded, or such other organization as may be responsible
for handling such option transactions. Each Fund, on behalf of its
applicable Portfolios, and the broker-dealer shall be responsible for the
sufficiency of assets held in any segregated account established in
compliance with applicable margin maintenance requirements and the
performance of other terms of any option contract.
Section 2.10. Futures Contracts. Upon receipt of Proper Instructions, or
pursuant to the provisions of any futures margin procedural agreement among
a Fund, on behalf of any applicable Portfolio, the Custodian and any
futures commission merchant (a "Procedural Agreement"), the Custodian
shall: (a) receive and retain confirmations, if any, evidencing the
purchase or sale of a futures contract or an option on a futures contract
by the applicable Portfolio; (b) deposit and maintain in a segregated
account, cash, securities and other assets designated as initial,
maintenance or variation "margin" deposits intended to secure the
applicable Portfolio's performance of its obligations under any futures
contracts purchased or sold or any options on futures contracts written by
the Portfolio, in accordance with the provisions of any Procedural
Agreement designed to comply with the rules of the Commodity Futures
Trading Commission and/or any commodity exchange or contract market (such
as the Chicago Board of Trade), or any similar organization(s), regarding
such margin deposits; and (c) release assets from and/or transfer assets
into such margin accounts only in accordance with any such Procedural
Agreements. Each Fund, on behalf of its applicable Portfolios, and such
futures commission merchant shall be responsible for the sufficiency of
assets held in the segregated account in compliance with applicable margin
maintenance requirements and the performance of any futures contract or
option on a futures contract in accordance with its terms.
Section 2.11. Borrowing. Upon receipt of Proper Instructions, the
Custodian shall deliver securities of a Portfolio to lenders or their
agents, or otherwise establish a segregated account as agreed to by the
applicable Fund on behalf of such Portfolio and the Custodian, as
collateral for borrowings effected by such Portfolio, provided that such
borrowed money is payable by the lender (a) to or upon the Custodian's
order, as Custodian for such Portfolio, and (b) concurrently with delivery
of such securities.
Section 2.12. Interest Bearing Deposits.
Upon receipt of Proper Instructions directing the Custodian to purchase
interest bearing fixed term and call deposits (hereinafter referred to
collectively, as "Interest Bearing Deposits") for the account of a
Portfolio, the Custodian shall purchase such Interest Bearing Deposits in
the name of the Portfolio with such banks or trust companies (including the
Custodian, any Subcustodian or any subsidiary or affiliate of the
Custodian) (hereinafter referred to as "Banking Institutions") and in such
amounts as the applicable Fund may direct pursuant to Proper Instructions.
Such Interest Bearing Deposits may be denominated in U.S. Dollars or other
currencies, as the applicable Fund on behalf of its Portfolio may determine
and direct pursuant to Proper Instructions. The Custodian shall include in
its records with respect to the assets of each Portfolio appropriate
notation as to the amount and currency of each such Interest Bearing Bank
Deposit, the accepting Banking Institution and all other appropriate
details, and shall retain such forms of advice or receipt evidencing such
account, if any, as may be forwarded to the Custodian by the Banking
Institution. The responsibilities of the Custodian to each Fund for
Interest Bearing Deposits accepted on the Custodian's books in the United
States on behalf of the Fund's Portfolios shall be that of a U.S. bank for
a similar deposit. With respect to Interest Bearing Deposits other than
those accepted on the Custodian's books, (a) the Custodian shall be
responsible for the collection of income as set forth in Section 2.15 and
the transmission of cash and instructions to and from such accounts; and
(b) the Custodian shall have no duty with respect to the selection of the
Banking Institution or, so long as the Custodian acts in accordance with
Proper Instructions, for the failure of such Banking Institution to pay
upon demand. Upon receipt of Proper Instructions, the Custodian shall take
such reasonable actions as the applicable Fund deems necessary or
appropriate to cause each such Interest Bearing Deposit Account to be
insured to the maximum extent possible by all applicable deposit insurers
including, without limitation, the Federal Deposit Insurance Corporation.
Section 2.13. Foreign Exchange Transactions
(a) Foreign Exchange Transactions Other Than as Principal. Upon receipt
of Proper Instructions, the Custodian shall settle foreign exchange
contracts or options to purchase and sell foreign currencies for spot and
future delivery on behalf of and for the account of a Portfolio with such
currency brokers or Banking Institutions as the applicable Fund may
determine and direct pursuant to Proper Instructions. The Custodian shall
be responsible for the transmission of cash and instructions to and from
the currency broker or Banking Institution with which the contract or
option is made, the safekeeping of all certificates and other documents and
agreements evidencing or relating to such foreign exchange transactions and
the maintenance of proper records as set forth in Section 2.25. The
Custodian shall have no duty with respect to the selection of the currency
brokers or Banking Institutions with which a Fund deals on behalf of its
Portfolios or, so long as the Custodian acts in accordance with Proper
Instructions, for the failure of such brokers or Banking Institutions to
comply with the terms of any contract or option.
(b) Foreign Exchange Contracts as Principal. The Custodian shall not be
obligated to enter into foreign exchange transactions as principal.
However, if the Custodian has made available to a Fund its services as a
principal in foreign exchange transactions, upon receipt of Proper
Instructions, the Custodian shall enter into foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future
delivery on behalf of and for the account of a Portfolio of such Fund with
the Custodian as principal. The Custodian shall be responsible for the
selection of the currency brokers or Banking Institutions and the failure
of such currency brokers or Banking Institutions to comply with the terms
of any contract or option.
(c) Payments. Notwithstanding anything to the contrary contained herein,
upon receipt of Proper Instructions the Custodian may, in connection with a
foreign exchange contract, make free outgoing payments of cash in the form
of U.S. Dollars or foreign currency prior to receipt of confirmation of
such foreign exchange contract or confirmation that the countervalue
currency completing such contract has been delivered or received.
Section 2.14. Securities Loans. Upon receipt of Proper Instructions, the
Custodian shall, in connection with loans of securities by a Portfolio,
deliver securities of such Portfolio to the borrower thereof prior to
receipt of the collateral, if any, for such borrowing; provided that, in
cases of loans of securities secured by cash collateral, the Custodian's
instructions to the Securities System shall require that the Securities
System deliver the securities of the Portfolio to the borrower thereof only
upon receipt of the collateral for such borrowing.
Section 2.15. Collections. The Custodian shall, and shall cause any
Subcustodian to: (a) collect amounts due and payable to each Fund with
respect to portfolio securities and other assets of each of such Fund's
Portfolios; (b) promptly credit to the account of each applicable Portfolio
all income and other payments relating to portfolio securities and other
assets held by the Custodian hereunder upon Custodian's receipt of such
income or payments or as otherwise agreed in writing by the Custodian and
the applicable Fund; (c) promptly endorse and deliver any instruments
required to effect such collections; (d) promptly execute ownership and
other certificates and affidavits for all federal, state and foreign tax
purposes in connection with receipt of income, capital gains or other
payments with respect to portfolio securities and other assets of each
applicable Portfolio, or in connection with the purchase, sale or transfer
of such securities or other assets; and (e) promptly file any certificates
or other affidavits for the refund or reclaim of foreign taxes paid, and
promptly notify each applicable Fund of any changes to law, interpretative
rulings or procedures regarding such reclaims, and otherwise use all
available measures customarily used to minimize the imposition of foreign
taxes at source, and promptly inform each applicable Fund of alternative
means of minimizing such taxes of which the Custodian shall become aware
(or with the exercise of reasonable care should have become aware);
provided, however, that with respect to portfolio securities registered in
so-called street name, the Custodian shall use its best efforts to collect
amounts due and payable to each Fund with respect to its Portfolios. The
Custodian shall promptly notify each applicable Fund in writing by
facsimile transmission or in such other manner as each such Fund and the
Custodian may agree in writing if any amount payable with respect to
portfolio securities or other assets of the Portfolios of such Fund(s) is
not received by the Custodian when due. The Custodian shall not be
responsible for the collection of amounts due and payable with respect to
portfolio securities or other assets that are in default.
Section 2.16. Dividends, Distributions and Redemptions. The Custodian
shall promptly release funds or securities: (a) upon receipt of Proper
Instructions, to one or more Distribution Accounts designated by the
applicable Fund or Funds in such Proper Instructions; or (b) upon receipt
of Special Instructions, as otherwise directed by the applicable Fund or
Funds, for the purpose of the payment of dividends or other distributions
to shareholders of each applicable Portfolio, and payment to shareholders
who have requested repurchase or redemption of their shares of the
Portfolio(s) (collectively, the "Shares"). For purposes of this Agreement,
a "Distribution Account" shall mean an account established at a Banking
Institution designated by the applicable Fund on behalf of one or more of
its Portfolios in Special Instructions.
Section 2.17. Proceeds from Shares Sold. The Custodian shall receive
funds representing cash payments received for Shares issued or sold from
time to time by the Funds, and shall promptly credit such funds to the
account(s) of the applicable Portfolio(s). The Custodian shall promptly
notify each applicable Fund of Custodian's receipt of cash in payment for
Shares issued by such Fund by facsimile transmission or in such other
manner as the Fund and Custodian may agree in writing. Upon receipt of
Proper Instructions, the Custodian shall: (a) deliver all federal funds
received by the Custodian in payment for Shares in payment for such
investments as may be set forth in such Proper Instructions and at a time
agreed upon between the Custodian and the applicable Fund; and (b) make
federal funds available to the applicable Fund as of specified times agreed
upon from time to time by the applicable Fund and the Custodian, in the
amount of checks received in payment for Shares which are deposited to the
accounts of each applicable Portfolio.
Section 2.18. Proxies, Notices, Etc. The Custodian shall deliver to each
applicable Fund, in the most expeditious manner practicable, all forms of
proxies, all notices of meetings, and any other notices or announcements
affecting or relating to securities owned by one or more of the applicable
Fund's Portfolios that are received by the Custodian, any Subcustodian, or
any nominee of either of them, and, upon receipt of Proper Instructions,
the Custodian shall execute and deliver, or cause such Subcustodian or
nominee to execute and deliver, such proxies or other authorizations as may
be required. Except as directed pursuant to Proper Instructions, neither
the Custodian nor any Subcustodian or nominee shall vote upon any such
securities, or execute any proxy to vote thereon, or give any consent or
take any other action with respect thereto.
Section 2.19. Bills and Other Disbursements. Upon receipt of Proper
Instructions, the Custodian shall pay or cause to be paid, all bills,
statements, or other obligations of each Portfolio.
Section 2.20. Nondiscretionary Functions. The Custodian shall attend to
all nondiscretionary details in connection with the sale, exchange,
substitution, purchase, transfer or other dealings with securities or other
assets of each Portfolio held by the Custodian, except as otherwise
directed from time to time pursuant to Proper Instructions.
Section 2.21. Bank Accounts.
(a) Accounts with the Custodian and any Subcustodians. The Custodian shall
open and operate a bank account or accounts (hereinafter referred to
collectively, as "Bank Accounts") on the books of the Custodian or any
Subcustodian provided that such account(s) shall be in the name of the
Custodian or a nominee of the Custodian, for the account of a Portfolio,
and shall be subject only to the draft or order of the Custodian; provided
however, that such Bank Accounts in countries other than the United States
may be held in an account of the Custodian containing only assets held by
the Custodian as a fiduciary or custodian for customers, and provided
further, that the records of the Custodian shall indicate at all times the
Portfolio or other customer for which such securities and other assets are
held in such account and the respective interests therein. Such Bank
Accounts may be denominated in either U.S. Dollars or other currencies.
The responsibilities of the Custodian to each applicable Fund for deposits
accepted on the Custodian's books in the United States shall be that of a
U.S. bank for a similar deposit. The responsibilities of the Custodian to
each applicable Fund for deposits accepted on any Subcustodian's books
shall be governed by the provisions of Section 5.02.
(b) Accounts With Other Banking Institutions. The Custodian may open and
operate Bank Accounts on behalf of a Portfolio, in the name of the
Custodian or a nominee of the Custodian, at a Banking Institution other
than the Custodian or any Subcustodian, provided that such account(s) shall
be in the name of the Custodian or a nominee of the Custodian, for the
account of a Portfolio, and shall be subject only to the draft or order of
the Custodian; provided however, that such Bank Accounts may be held in an
account of the Custodian containing only assets held by the Custodian as a
fiduciary or custodian for customers, and provided further, that the
records of the Custodian shall indicate at all times the Portfolio or other
customer for which such securities and other assets are held in such
account and the respective interests therein. Such Bank Accounts may be
denominated in either U.S. Dollars or other currencies. Subject to the
provisions of Section 5.01(a), the Custodian shall be responsible for the
selection of the Banking Institution and for the failure of such Banking
Institution to pay according to the terms of the deposit.
(c) Deposit Insurance. Upon receipt of Proper Instructions, the Custodian
shall take such reasonable actions as the applicable Fund deems necessary
or appropriate to cause each deposit account established by the Custodian
pursuant to this Section 2.21 to be insured to the maximum extent possible
by all applicable deposit insurers including, without limitation, the
Federal Deposit Insurance Corporation.
Section 2.22. Deposit of Fund Assets in Securities Systems. The
Custodian may deposit and/or maintain domestic securities owned by a
Portfolio in: (a) The Depository Trust Company; (b) the Participants Trust
Company; (c) any book-entry system as provided in (i) Subpart O of Treasury
Circular No. 300, 31 CFR 306.115, (ii) Subpart B of Treasury Circular
Public Debt Series No. 27-76, 31 CFR 350.2, or (iii) the book-entry
regulations of federal agencies substantially in the form of 31 CFR
306.115; or (d) any other domestic clearing agency registered with the
Securities and Exchange Commission ("SEC") under Section 17A of the
Securities Exchange Act of 1934 (or as may otherwise be authorized by the
Securities and Exchange Commission to serve in the capacity of depository
or clearing agent for the securities or other assets of investment
companies) which acts as a securities depository and the use of which each
applicable Fund has previously approved by Special Instructions (as
hereinafter defined) (each of the foregoing being referred to in this
Agreement as a "Securities System"). Use of a Securities System shall be
in accordance with applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following provisions:
(A) The Custodian may deposit and/or maintain securities held hereunder
in a Securities System, provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System which Account
shall not contain any assets of the Custodian other than assets held as a
fiduciary, custodian, or otherwise for customers and shall be so designated
on the books and records of the Securities System.
(B) The Securities System shall be obligated to comply with the
Custodian's directions with respect to the securities held in such Account
and shall not be entitled to a lien against the assets in such Account for
extensions of credit to the Custodian other than for payment of the
purchase price of such assets.
(C) Each Fund hereby designates the Custodian as the party in whose name
any securities deposited by the Custodian in the Account are to be
registered.
(D) The books and records of the Custodian shall at all times identify
those securities belonging to each Portfolio which are maintained in a
Securities System.
(E) The Custodian shall pay for securities purchased for the account of a
Portfolio only upon (w) receipt of advice from the Securities System that
such securities have been transferred to the Account of the Custodian, and
(x) the making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of such Portfolio. The Custodian
shall transfer securities sold for the account of a Portfolio only upon (y)
receipt of advice from the Securities System that payment for such
securities has been transferred to the Account of the Custodian, and (z)
the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of such Portfolio. Copies of all
advices from the Securities System relating to transfers of securities for
the account of a Portfolio shall identify such Portfolio and shall be
maintained for such Portfolio by the Custodian. The Custodian shall
deliver to each applicable Fund on the next succeeding business day daily
transaction reports which shall include each day's transactions in the
Securities System for the account of each applicable Portfolio. Such
transaction reports shall be delivered to each applicable Fund or any agent
designated by such Fund pursuant to Proper Instructions, by computer or in
such other manner as such Fund and the Custodian may agree in writing.
(F) The Custodian shall, if requested by a Fund pursuant to Proper
Instructions, provide such Fund with all reports obtained by the Custodian
or any Subcustodian with respect to a Securities System's accounting
system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System.
(G) Upon receipt of Special Instructions, the Custodian shall terminate
the use of any Securities System (except the federal book-entry system) on
behalf of any Portfolio as promptly as practicable and shall take all
actions reasonably practicable to safeguard the securities of any Portfolio
maintained with such Securities System.
Section 2.23. Other Transfers.
(a) Upon receipt of Proper Instructions, the custodian shall transfer to
or receive from a third party that has been appointed to serve as an
additional custodian of one or more Portfolios (an "Additional Custodian")
securities, cash and other assets of such Portfolio(s) in accordance with
such Proper Instructions. Each Additional Custodian shall be identified as
such on Appendix B, as the same may be amended from time to time in
accordance with the provisions of Section 9.06(c).
(b) Upon receipt of Special Instructions, the Custodian shall make such
other dispositions of securities, funds or other property of a Portfolio in
a manner or for purposes other than as expressly set forth in this
Agreement, provided that the Special Instructions relating to such
disposition shall include a statement of the purpose for which the delivery
is to be made, the amount of funds and/or securities to be delivered, and
the name of the person or persons to whom delivery is to be made, and shall
otherwise comply with the provisions of Sections 3.01 and 3.03 hereof.
Section 2.24. Establishment of Segregated Account. Upon receipt of
Proper Instructions, the Custodian shall establish and maintain on its
books a segregated account or accounts for and on behalf of a Portfolio,
into which account or accounts may be transferred cash and/or securities or
other assets of such Portfolio, including securities maintained by the
Custodian in a Securities System pursuant to Section 2.22 hereof, said
account or accounts to be maintained: (a) for the purposes set forth in
Sections 2.09, 2.10 and 2.11 hereof; (b) for the purposes of compliance by
the Portfolio with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the SEC
relating to the maintenance of segregated accounts by registered investment
companies; or (c) for such other purposes as set forth, from time to time,
in Special Instructions.
Section 2.25. Custodian's Books and Records. The Custodian shall provide
any assistance reasonably requested by a Fund in the preparation of reports
to such Fund's shareholders and others, audits of accounts, and other
ministerial matters of like nature. The Custodian shall maintain complete
and accurate records with respect to securities and other assets held for
the accounts of each Portfolio as required by the rules and regulations of
the SEC applicable to investment companies registered under the 1940 Act,
including: (a) journals or other records of original entry containing a
detailed and itemized daily record of all receipts and deliveries of
securities (including certificate and transaction identification numbers,
if any), and all receipts and disbursements of cash; (b) ledgers or other
records reflecting (i) securities in transfer, (ii) securities in physical
possession, (iii) securities borrowed, loaned or collateralizing
obligations of each Portfolio, (iv) monies borrowed and monies loaned
(together with a record of the collateral therefor and substitutions of
such collateral), (v) dividends and interest received, (vi) the amount of
tax withheld by any person in respect of any collection made by the
Custodian or any Subcustodian, and (vii) the amount of reclaims or refunds
for foreign taxes paid; and (c) cancelled checks and bank records related
thereto. The Custodian shall keep such other books and records of each
Fund as such Fund shall reasonably request. All such books and records
maintained by the Custodian shall be maintained in a form acceptable to the
applicable Fund and in compliance with the rules and regulations of the
SEC, including, but not limited to, books and records required to be
maintained by Section 31(a) of the 1940 Act and the rules and regulations
from time to time adopted thereunder. All books and records maintained by
the Custodian pursuant to this Agreement shall at all times be the property
of each applicable Fund and shall be available during normal business hours
for inspection and use by such Fund and its agents, including, without
limitation, its independent certified public accountants. Notwithstanding
the preceding sentence, no Fund shall take any actions or cause the
Custodian to take any actions which would cause, either directly or
indirectly, the Custodian to violate any applicable laws, regulations or
orders.
Section 2.26. Opinion of Fund's Independent Certified Public Accountants.
The Custodian shall take all reasonable action as a Fund may request to
obtain from year to year favorable opinions from such Fund's independent
certified public accountants with respect to the Custodian's activities
hereunder in connection with the preparation of the Fund's Form N-1A and
the Fund's Form N-SAR or other periodic reports to the SEC and with respect
to any other requirements of the SEC.
Section 2.27. Reports by Independent Certified Public Accountants. At
the request of a Fund, the Custodian shall deliver to such Fund a written
report prepared by the Custodian's independent certified public accountants
with respect to the services provided by the Custodian under this
Agreement, including, without limitation, the Custodian's accounting
system, internal accounting control and procedures for safeguarding cash,
securities and other assets, including cash, securities and other assets
deposited and/or maintained in a Securities System or with a Subcustodian.
Such report shall be of sufficient scope and in sufficient detail as may
reasonably be required by any Fund and as may reasonably be obtained by the
Custodian.
Section 2.28. Overdraft Facility. In the event that the Custodian is
directed by Proper Instructions to make any payment or transfer of funds on
behalf of a Portfolio for which there would be, at the close of business on
the date of such payment or transfer, insufficient funds held by the
Custodian on behalf of such Portfolio, the Custodian may, in its
discretion, provide an overdraft (an "Overdraft") to the applicable Fund on
behalf of such Portfolio, in an amount sufficient to allow the completion
of such payment. Any Overdraft provided hereunder: (a) shall be payable
on the next Business Day, unless otherwise agreed by the applicable Fund
and the Custodian; and (b) shall accrue interest from the date of the
Overdraft to the date of payment in full by the applicable Fund on behalf
of the applicable Portfolio at a rate agreed upon in writing, from time to
time, by the Custodian and the applicable Fund. The Custodian and each
Fund acknowledge that the purpose of such Overdrafts is to temporarily
finance the purchase or sale of securities for prompt delivery in
accordance with the terms hereof, or to meet emergency expenses not
reasonably foreseeable by such Fund. The Custodian shall promptly notify
each applicable Fund in writing (an "Overdraft Notice") of any Overdraft by
facsimile transmission or in such other manner as such Fund and the
Custodian may agree in writing. At the request of the Custodian, each
applicable Fund, on behalf of one or more of its Portfolios, shall pledge,
assign and grant to the Custodian a security interest in certain specified
securities of the applicable Portfolio, as security for Overdrafts provided
to such Portfolio, under the terms and conditions set forth in Appendix "C"
attached hereto.
ARTICLE III
PROPER INSTRUCTIONS, SPECIAL INSTRUCTIONS
AND RELATED MATTERS
Section 3.01. Proper Instructions and Special Instructions.
(a) Proper Instructions. As used herein, the term "Proper Instructions"
shall mean: (i) a tested telex, a written (including, without limitation,
facsimile transmission) request, direction, instruction or certification
signed or initialed by or on behalf of the applicable Fund by one or more
Authorized Persons (as hereinafter defined); (ii) a telephonic or other
oral communication by one or more Authorized Persons; or (iii) a
communication effected directly between an electro-mechanical or electronic
device or system (including, without limitation, computers) by or on behalf
of the applicable Fund by one or more Authorized Persons; provided,
however, that communications of the types described in clauses (ii) and
(iii) above purporting to be given by an Authorized Person shall be
considered Proper Instructions only if the Custodian reasonably believes
such communications to have been given by an Authorized Person with respect
to the transaction involved. Proper Instructions in the form of oral
communications shall be confirmed by the applicable Fund by tested telex or
in writing in the manner set forth in clause (i) above, but the lack of
such confirmation shall in no way affect any action taken by the Custodian
in reliance upon such oral instructions prior to the Custodian's receipt of
such confirmation. Each Fund and the Custodian are hereby authorized to
record any and all telephonic or other oral instructions communicated to
the Custodian. Proper Instructions may relate to specific transactions or
to types or classes of transactions, and may be in the form of standing
instructions.
(b) Special Instructions. As used herein, the term "Special Instructions"
shall mean Proper Instructions countersigned or confirmed in writing by the
Treasurer or any Assistant Treasurer of the applicable Fund or any other
person designated by the Treasurer of such Fund in writing, which
countersignature or confirmation shall be (i) included on the same
instrument containing the Proper Instructions or on a separate instrument
relating thereto, and (ii) delivered by hand, by facsimile transmission, or
in such other manner as the applicable Fund and the Custodian agree in
writing.
(c) Address for Proper Instructions and Special Instructions. Proper
Instructions and Special Instructions shall be delivered to the Custodian
at the address and/or telephone, telecopy or telex number agreed upon from
time to time by the Custodian and the applicable Fund.
Section 3.02. Authorized Persons. Concurrently with the execution of
this Agreement and from time to time thereafter, as appropriate, each Fund
shall deliver to the Custodian, duly certified as appropriate by a
Treasurer or Assistant Treasurer of such Fund, a certificate setting forth:
(a) the names, titles, signatures and scope of authority of all persons
authorized to give Proper Instructions or any other notice, request,
direction, instruction, certificate or instrument on behalf of such Fund
(collectively, the "Authorized Persons" and individually, an "Authorized
Person"); and (b) the names, titles and signatures of those persons
authorized to issue Special Instructions. Such certificate may be accepted
and relied upon by the Custodian as conclusive evidence of the facts set
forth therein and shall be considered to be in full force and effect until
delivery to the Custodian of a similar certificate to the contrary. Upon
delivery of a certificate which deletes the name(s) of a person previously
authorized by a Fund to give Proper Instructions or to issue Special
Instructions, such persons shall no longer be considered an Authorized
Person or authorized to issue Special Instructions for that Fund.
Section 3.03. Persons Having Access to Assets of the Portfolios.
Notwithstanding anything to the contrary contained in this Agreement, no
Authorized Person, Trustee, officer, employee or agent of any Fund shall
have physical access to the assets of any Portfolio of that Fund held by
the Custodian nor shall the Custodian deliver any assets of a Portfolio for
delivery to an account of such person; provided, however, that nothing in
this Section 3.03 shall prohibit (a) any Authorized Person from giving
Proper Instructions, or any person authorized to issue Special Instructions
from issuing Special Instructions, so long as such action does not result
in delivery of or access to assets of any Portfolio prohibited by this
Section 3.03; or (b) each Fund's independent certified public accountants
from examining or reviewing the assets of the Portfolios of the Fund held
by the Custodian. Each Fund shall deliver to the Custodian a written
certificate identifying such Authorized Persons, Trustees, officers,
employees and agents of such Fund.
Section 3.04. Actions of Custodian Based on Proper Instructions and
Special Instructions. So long as and to the extent that the Custodian acts
in accordance with (a) Proper Instructions or Special Instructions, as the
case may be, and (b) the terms of this Agreement, the Custodian shall not
be responsible for the title, validity or genuineness of any property, or
evidence of title thereof, received by it or delivered by it pursuant to
this Agreement.
ARTICLE IV
SUBCUSTODIANS
The Custodian may, from time to time, in accordance with the relevant
provisions of this Article IV, appoint one or more Domestic Subcustodians,
Foreign Subcustodians, Interim Subcustodians and Special Subcustodians to
act on behalf of a Portfolio. (For purposes of this Agreement, all duly
appointed Domestic Subcustodians, Foreign Subcustodians, Interim
Subcustodians, and Special Subcustodians are hereinafter referred to
collectively, as "Subcustodians.")
Section 4.01. Domestic Subcustodians. The Custodian may, at any time and
from time to time, appoint any bank as defined in Section 2(a)(5) of the
1940 Act meeting the requirements of a custodian under Section 17(f) of the
1940 Act and the rules and regulations thereunder, to act on behalf of one
or more Portfolios as a subcustodian for purposes of holding cash,
securities and other assets of such Portfolios and performing other
functions of the Custodian within the United States (a "Domestic
Subcustodian"); provided, that, the Custodian shall notify each applicable
Fund in writing of the identity and qualifications of any proposed Domestic
Subcustodian at least thirty (30) days prior to appointment of such
Domestic Subcustodian, and such Fund may, in its sole discretion, by
written notice to the Custodian executed by an Authorized Person disapprove
of the appointment of such Domestic Subcustodian. If, following notice by
the Custodian to each applicable Fund regarding appointment of a Domestic
Subcustodian and the expiration of thirty (30) days after the date of such
notice, such Fund shall have failed to notify the Custodian of its
disapproval thereof, the Custodian may, in its discretion, appoint such
proposed Domestic Subcustodian as its subcustodian.
Section 4.02. Foreign Subcustodians and Interim Subcustodians.
(a) Foreign Subcustodians. The Custodian may, at any time and from time
to time, appoint: (i) any bank, trust company or other entity meeting the
requirements of an "eligible foreign custodian" under Section 17(f) of the
1940 Act and the rules and regulations thereunder or by order of the
Securities and Exchange Commission exempted therefrom, or (ii) any bank as
defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a
custodian under Section 17(f) of the 1940 Act and the rules and regulations
thereunder to act on behalf of one or more Portfolios as a subcustodian for
purposes of holding cash, securities and other assets of such Portfolios
and performing other functions of the Custodian in countries other than the
United States of America (a "Foreign Subcustodian"); provided, that, prior
to the appointment of any Foreign Subcustodian, the Custodian shall have
obtained written confirmation of the approval of the Board of Trustees or
other governing body or entity of each applicable Fund on behalf of its
applicable Portfolio(s) (which approval may be withheld in the sole
discretion of such Board of Trustees or other governing body or entity)
with respect to (i) the identity and qualifications of any proposed Foreign
Subcustodian, (ii) the country or countries in which, and the securities
depositories or clearing agencies, if any, through which, any proposed
Foreign Subcustodian is authorized to hold securities and other assets of
the applicable Portfolio(s), and (iii) the form and terms of the
subcustodian agreement to be entered into between such proposed Foreign
Subcustodian and the Custodian. Each such duly approved Foreign
Subcustodian and the countries where and the securities depositories and
clearing agencies through which they may hold securities and other assets
of the applicable Portfolios shall be listed on Appendix "B" attached
hereto, as it may be amended, from time to time, in accordance with the
provisions of Section 9.06(c) hereof. Each Fund shall be responsible for
informing the Custodian sufficiently in advance of a proposed investment by
one of its Portfolios which is to be held in a country in which no Foreign
Subcustodian is authorized to act, in order that there shall be sufficient
time for the Custodian to effect the appropriate arrangements with a
proposed foreign subcustodian, including obtaining approval as provided in
this Section 4.02(a). The Custodian shall not amend any subcustodian
agreement entered into with a Foreign Subcustodian, or agree to change or
permit any changes thereunder, or waive any rights under such agreement,
which materially affect a Fund's rights or the Foreign Subcustodian's
obligations or duties to a Fund under such agreement, except upon prior
approval pursuant to Special Instructions.
(b) Interim Subcustodians. Notwithstanding the foregoing, in the event
that a Portfolio shall invest in a security or other asset to be held in a
country in which no Foreign Subcustodian is authorized to act, the
Custodian shall promptly notify the applicable Fund in writing by facsimile
transmission or in such other manner as such Fund and Custodian shall agree
in writing of the unavailability of an approved Foreign Subcustodian in
such country; and the Custodian shall, upon receipt of Special
Instructions, appoint any Person designated by the applicable Fund in such
Special Instructions to hold such security or other asset. (Any Person
appointed as a subcustodian pursuant to this Section 4.02(b) is hereinafter
referred to as an "Interim Subcustodian.")
Section 4.03. Special Subcustodians. Upon receipt of Special
Instructions, the Custodian shall, on behalf of one or more Portfolios,
appoint one or more banks, trust companies or other entities designated in
such Special Instructions to act as a subcustodian for purposes of: (i)
effecting third-party repurchase transactions with banks, brokers, dealers
or other entities through the use of a common custodian or subcustodian;
(ii) establishing a joint trading account for the applicable Portfolio(s)
and other registered open-end management investment companies for which
Fidelity Management & Research Company serves as investment adviser,
through which such Portfolios and such other investment companies shall
collectively participate in certain repurchase transactions; (iii)
providing depository and clearing agency services with respect to certain
variable rate demand note securities; and (iv) effecting any other
transactions designated by each applicable Fund in Special Instructions.
(Each such designated subcustodian is hereinafter referred to as a "Special
Subcustodian.") Each such duly appointed Special Subcustodian shall be
listed on Appendix "B" attached hereto, as it may be amended from time to
time in accordance with the provisions of Section 9.06(c) hereof. In
connection with the appointment of any Special Subcustodian, the Custodian
shall enter into a subcustodian agreement with the Special Subcustodian in
form and substance approved by each applicable Fund, provided that such
agreement shall in all events comply with the provisions of the 1940 Act
and the rules and regulations thereunder and the terms and provisions of
this Agreement. The Custodian shall not amend any subcustodian agreement
entered into with a Special Subcustodian, or agree to change or permit any
changes thereunder, or waive any rights under such agreement, except upon
prior approval pursuant to Special Instructions.
Section 4.04. Termination of a Subcustodian. The Custodian shall (i)
cause each Domestic Subcustodian and Foreign Subcustodian to, and (ii) use
its best efforts to cause each Interim Subcustodian and Special
Subcustodian to, perform all of its obligations in accordance with the
terms and conditions of the subcustodian agreement between the Custodian
and such Subcustodian. In the event that the Custodian is unable to cause
such Subcustodian to fully perform its obligations thereunder, the
Custodian shall forthwith, upon the receipt of Special Instructions,
terminate such Subcustodian with respect to each applicable Fund and, if
necessary or desirable, appoint a replacement Subcustodian in accordance
with the provisions of Section 4.01 or Section 4.02, as the case may be.
In addition to the foregoing, the Custodian (A) may, at any time in its
discretion, upon written notification to each applicable Fund, terminate
any Domestic Subcustodian, Foreign Subcustodian or Interim Subcustodian,
and (B) shall, upon receipt of Special Instructions, terminate any
Subcustodian with respect to each applicable Fund, in accordance with the
termination provisions under the applicable subcustodian agreement.
Section 4.05. Certification Regarding Foreign Subcustodians. Upon
request of a Fund, the Custodian shall deliver to such Fund a certificate
stating: (i) the identity of each Foreign Subcustodian then acting on
behalf of the Custodian for such Fund and its Portfolios; (ii) the
countries in which and the securities depositories and clearing agents
through which each such Foreign Subcustodian is then holding cash,
securities and other assets of any Portfolio of such Fund; and (iii) such
other information as may be requested by such Fund to ensure compliance
with Rule 17(f)-5 under the 1940 Act.
ARTICLE V
STANDARD OF CARE; INDEMNIFICATION
Section 5.01. Standard of Care.
(a) General Standard of Care. The Custodian shall exercise reasonable
care and diligence in carrying out all of its duties and obligations under
this Agreement, and shall be liable to each Fund for all loss, damage and
expense suffered or incurred by such Fund or its Portfolios resulting from
the failure of the Custodian to exercise such reasonable care and
diligence.
(b) Actions Prohibited by Applicable Law, Etc. In no event shall the
Custodian incur liability hereunder if the Custodian or any Subcustodian or
Securities System, or any subcustodian, securities depository or securities
system utilized by any such Subcustodian, or any nominee of the Custodian
or any Subcustodian (individually, a "Person") is prevented, forbidden or
delayed from performing, or omits to perform, any act or thing which this
Agreement provides shall be performed or omitted to be performed, by reason
of: (i) any provision of any present or future law or regulation or order
of the United States of America, or any state thereof, or of any foreign
country, or political subdivision thereof or of any court of competent
jurisdiction; or (ii) any act of God or war or other similar circumstance
beyond the control of the Custodian, unless, in each case, such delay or
nonperformance is caused by (A) the negligence, misfeasance or misconduct
of the applicable Person, or (B) a malfunction or failure of equipment
operated or utilized by the applicable Person other than a malfunction or
failure beyond such Person's control and which could not reasonably be
anticipated and/or prevented by such Person.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to any Fund or Portfolio,
(i) the Custodian shall, (ii) the Custodian shall cause any applicable
Domestic Subcustodian or Foreign Subcustodian to, and (iii) the Custodian
shall use its best efforts to cause any applicable Interim Subcustodian or
Special Subcustodian to, use all commercially reasonable efforts and take
all reasonable steps under the circumstances to mitigate the effects of
such event and to avoid continuing harm to the Funds and the Portfolios.
(d) Advice of Counsel. The Custodian shall be entitled to receive and act
upon advice of counsel on all matters. The Custodian shall be without
liability for any action reasonably taken or omitted in good faith pursuant
to the advice of (i) counsel for the applicable Fund or Funds, or (ii) at
the expense of the Custodian, such other counsel as the applicable Fund(s)
and the Custodian may agree upon; provided, however, with respect to the
performance of any action or omission of any action upon such advice, the
Custodian shall be required to conform to the standard of care set forth in
Section 5.01(a).
(e) Expenses of the Funds. In addition to the liability of the Custodian
under this Article V, the Custodian shall be liable to each applicable Fund
for all reasonable costs and expenses incurred by such Fund in connection
with any claim by such Fund against the Custodian arising from the
obligations of the Custodian hereunder, including, without limitation, all
reasonable attorneys' fees and expenses incurred by such Fund in asserting
any such claim, and all expenses incurred by such Fund in connection with
any investigations, lawsuits or proceedings relating to such claim;
provided, that such Fund has recovered from the Custodian for such claim.
(f) Liability for Past Records. The Custodian shall have no liability in
respect of any loss, damage or expense suffered by a Fund, insofar as such
loss, damage or expense arises from the performance of the Custodian's
duties hereunder by reason of the Custodian's reliance upon records that
were maintained for such Fund by entities other than the Custodian prior to
the Custodian's appointment as custodian for such Fund.
Section 5.02. Liability of Custodian for Actions of Other Persons.
(a) Domestic Subcustodians and Foreign Subcustodians. The Custodian shall
be liable for the actions or omissions of any Domestic Subcustodian or any
Foreign Subcustodian to the same extent as if such action or omission were
performed by the Custodian itself. In the event of any loss, damage or
expense suffered or incurred by a Fund caused by or resulting from the
actions or omissions of any Domestic Subcustodian or Foreign Subcustodian
for which the Custodian would otherwise be liable, the Custodian shall
promptly reimburse such Fund in the amount of any such loss, damage or
expense.
(b) Interim Subcustodians. Notwithstanding the provisions of Section 5.01
to the contrary, the Custodian shall not be liable to a Fund for any loss,
damage or expense suffered or incurred by such Fund or any of its
Portfolios resulting from the actions or omissions of an Interim
Subcustodian unless such loss, damage or expense is caused by, or results
from, the negligence, misfeasance or misconduct of the Custodian; provided,
however, in the event of any such loss, damage or expense, the Custodian
shall take all reasonable steps to enforce such rights as it may have
against such Interim Subcustodian to protect the interests of the Funds and
the Portfolios.
(c) Special Subcustodians and Additional Custodians. Notwithstanding the
provisions of Section 5.01 to the contrary and except as otherwise provided
in any subcustodian or custodian agreement to which the Custodian, a Fund
and any Special Subcustodian or Additional Custodian are parties, the
Custodian shall not be liable to a Fund for any loss, damage or expense
suffered or incurred by such Fund or any of its Portfolios resulting from
the actions or omissions of a Special Subcustodian or Additional Custodian,
unless such loss, damage or expense is caused by, or results from, the
negligence, misfeasance or misconduct of the Custodian; provided, however,
that in the event of any such loss, damage or expense, the Custodian shall
take all reasonable steps to enforce such rights as it may have against any
Special Subcustodian or Additional Custodian to protect the interests of
the Funds and the Portfolios.
(d) Securities Systems. Notwithstanding the provisions of Section 5.01 to
the contrary, the Custodian shall not be liable to a Fund for any loss,
damage or expense suffered or incurred by such Fund or any of its
Portfolios resulting from the use by the Custodian of a Securities System,
unless such loss, damage or expense is caused by, or results from, the
negligence, misfeasance or misconduct of the Custodian; provided, however,
that in the event of any such loss, damage or expense, the Custodian shall
take all reasonable steps to enforce such rights as it may have against the
Securities System to protect the interests of the Funds and the Portfolios.
(e) Reimbursement of Expenses. Each Fund agrees to reimburse the
Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian on behalf of such Fund in connection with the fulfillment of its
obligations under this Section 5.02; provided, however, that such
reimbursement shall not apply to expenses occasioned by or resulting from
the negligence, misfeasance or misconduct of the Custodian.
Section 5.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitations set forth in
this Agreement, each Fund severally and not jointly agrees to indemnify and
hold harmless the Custodian and its nominees from all loss, damage and
expense (including reasonable attorneys' fees) suffered or incurred by the
Custodian or its nominee caused by or arising from actions taken by the
Custodian on behalf of such Fund in the performance of its duties and
obligations under this Agreement; provided, however, that such indemnity
shall not apply to loss, damage and expense occasioned by or resulting from
the negligence, misfeasance or misconduct of the Custodian or its nominee.
In addition, each Fund agrees severally and not jointly to indemnify any
Person against any liability incurred by reason of taxes assessed to such
Person, or other loss, damage or expenses incurred by such Person,
resulting from the fact that securities and other property of such Fund's
Portfolios are registered in the name of such Person; provided, however,
that in no event shall such indemnification be applicable to income,
franchise or similar taxes which may be imposed or assessed against any
Person.
(b) Notice of Litigation, Right to Prosecute, Etc. No Fund shall be
liable for indemnification under this Section 5.03 unless a Person shall
have promptly notified such Fund in writing of the commencement of any
litigation or proceeding brought against such Person in respect of which
indemnity may be sought under this Section 5.03. With respect to claims in
such litigation or proceedings for which indemnity by a Fund may be sought
and subject to applicable law and the ruling of any court of competent
jurisdiction, such Fund shall be entitled to participate in any such
litigation or proceeding and, after written notice from such Fund to any
Person, such Fund may assume the defense of such litigation or proceeding
with counsel of its choice at its own expense in respect of that portion of
the litigation for which such Fund may be subject to an indemnification
obligation; provided, however, a Person shall be entitled to participate in
(but not control) at its own cost and expense, the defense of any such
litigation or proceeding if such Fund has not acknowledged in writing its
obligation to indemnify the Person with respect to such litigation or
proceeding. If such Fund is not permitted to participate or control such
litigation or proceeding under applicable law or by a ruling of a court of
competent jurisdiction, such Person shall reasonably prosecute such
litigation or proceeding. A Person shall not consent to the entry of any
judgment or enter into any settlement in any such litigation or proceeding
without providing each applicable Fund with adequate notice of any such
settlement or judgment, and without each such Fund's prior written consent.
All Persons shall submit written evidence to each applicable Fund with
respect to any cost or expense for which they are seeking indemnification
in such form and detail as such Fund may reasonably request.
Section 5.04. Investment Limitations. If the Custodian has otherwise
complied with the terms and conditions of this Agreement in performing its
duties generally, and more particularly in connection with the purchase,
sale or exchange of securities made by or for a Portfolio, the Custodian
shall not be liable to the applicable Fund and such Fund agrees to
indemnify the Custodian and its nominees, for any loss, damage or expense
suffered or incurred by the Custodian and its nominees arising out of any
violation of any investment or other limitation to which such Fund is
subject.
Section 5.05. Fund's Right to Proceed. Notwithstanding anything to the
contrary contained herein, each Fund shall have, at its election upon
reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Subcustodian, Securities System, or other Person for
loss, damage or expense caused such Fund by such Subcustodian, Securities
System, or other Person, and shall be entitled to enforce the rights of the
Custodian with respect to any claim against such Subcustodian, Securities
System or other Person, which the Custodian may have as a consequence of
any such loss, damage or expense, if and to the extent that such Fund has
not been made whole for any such loss or damage. If the Custodian makes
such Fund whole for any such loss or damage, the Custodian shall retain the
ability to enforce its rights directly against such Subcustodian,
Securities System or other Person. Upon such Fund's election to enforce
any rights of the Custodian under this Section 5.05, such Fund shall
reasonably prosecute all actions and proceedings directly relating to the
rights of the Custodian in respect of the loss, damage or expense incurred
by such Fund; provided that, so long as such Fund has acknowledged in
writing its obligation to indemnify the Custodian under Section 5.03 hereof
with respect to such claim, such Fund shall retain the right to settle,
compromise and/or terminate any action or proceeding in respect of the
loss, damage or expense incurred by such Fund without the Custodian's
consent and provided further, that if such Fund has not made an
acknowledgement of its obligation to indemnify, such Fund shall not settle,
compromise or terminate any such action or proceeding without the written
consent of the Custodian, which consent shall not be unreasonably withheld
or delayed. The Custodian agrees to cooperate with each Fund and take all
actions reasonably requested by such Fund in connection with such Fund's
enforcement of any rights of the Custodian. Each Fund agrees to reimburse
the Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian on behalf of such Fund in connection with the fulfillment of its
obligations under this Section 5.05; provided, however, that such
reimbursement shall not apply to expenses occasioned by or resulting from
the negligence, misfeasance or misconduct of the Custodian.
ARTICLE VI
COMPENSATION
On behalf of each of its Portfolios, each Fund shall compensate the
Custodian in an amount, and at such times, as may be agreed upon in
writing, from time to time, by the Custodian and such Fund.
ARTICLE VII
TERMINATION
Section 7.01. Termination of Agreement as to One or More Funds. With
respect to each Fund, this Agreement shall continue in full force and
effect until the first to occur of: (a) termination by the Custodian by an
instrument in writing delivered or mailed to such Fund, such termination to
take effect not sooner than ninety (90) days after the date of such
delivery; (b) termination by such Fund by an instrument in writing
delivered or mailed to the Custodian, such termination to take effect not
sooner than thirty (30) days after the date of such delivery; or (c)
termination by such Fund by written notice delivered to the Custodian,
based upon such Fund's determination that there is a reasonable basis to
conclude that the Custodian is insolvent or that the financial condition of
the Custodian is deteriorating in any material respect, in which case
termination shall take effect upon the Custodian's receipt of such notice
or at such later time as such Fund shall designate. In the event of
termination pursuant to this Section 7.01 by any Fund (a "Terminating
Fund"), each Terminating Fund shall make payment of all accrued fees and
unreimbursed expenses with respect to such Terminating Fund within a
reasonable time following termination and delivery of a statement to the
Terminating Fund setting forth such fees and expenses. Each Terminating
Fund shall identify in any notice of termination a successor custodian or
custodians to which the cash, securities and other assets of its Portfolios
shall, upon termination of this Agreement with respect to such Terminating
Fund, be delivered. In the event that no written notice designating a
successor custodian shall have been delivered to the Custodian on or before
the date when termination of this Agreement as to a Terminating Fund shall
become effective, the Custodian may deliver to a bank or trust company
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities and other
assets of such Terminating Fund's Portfolios held by the Custodian and all
instruments held by the Custodian relative thereto and all other property
of the Terminating Fund's Portfolios held by the Custodian under this
Agreement. Thereafter, such bank or trust company shall be the successor
of the Custodian with respect to such Terminating Fund under this
Agreement. In the event that securities and other assets of such
Terminating Fund's Portfolios remain in the possession of the Custodian
after the date of termination hereof with respect to such Terminating Fund
owing to failure of the Terminating Fund to appoint a successor custodian,
the Custodian shall be entitled to compensation for its services in
accordance with the fee schedule most recently in effect, for such period
as the Custodian retains possession of such securities and other assets,
and the provisions of this Agreement relating to the duties and obligations
of the Custodian and the Terminating Fund shall remain in full force and
effect. In the event of the appointment of a successor custodian, it is
agreed that the cash, securities and other property owned by a Terminating
Fund and held by the Custodian, any Subcustodian or nominee shall be
delivered to the successor custodian; and the Custodian agrees to cooperate
with such Terminating Fund in the execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
Section 7.02. Termination as to One or More Portfolios. This Agreement
may be terminated as to one or more of a Fund's Portfolios (but less than
all of its Portfolios) by delivery of an amended Appendix "A" deleting such
Portfolios pursuant to Section 9.06(b) hereof, in which case termination as
to such deleted Portfolios shall take effect thirty (30) days after the
date of such delivery. The execution and delivery of an amended Appendix
"A" which deletes one or more Portfolios shall constitute a termination of
this Agreement only with respect to such deleted Portfolio(s), shall be
governed by the preceding provisions of Section 7.01 as to the
identification of a successor custodian and the delivery of cash,
securities and other assets of the Portfolio(s) so deleted, and shall not
affect the obligations of the Custodian and any Fund hereunder with respect
to the other Portfolios set forth in Appendix "A," as amended from time to
time.
ARTICLE VIII
DEFINED TERMS
The following terms are defined in the following sections:
Term Section
Account 2.22
ADRs 2.06
Additional Custodian 2.23(a)
Authorized Person(s) 3.02
Banking Institution 2.12
Business Day Appendix "C"
Bank Accounts 2.21
Distribution Account 2.16
Domestic Subcustodian 4.01
Foreign Subcustodian 4.02(a)
Fund Preamble
Institutional Client 2.03
Interim Subcustodian 4.02(b)
Overdraft 2.28
Overdraft Notice 2.28
Person 5.01(b)
Portfolio Preamble
Procedural Agreement 2.10
Proper Instructions 3.01(a)
SEC 2.22
Securities System 2.22
Shares 2.16
Special Instructions 3.01(b)
Special Subcustodian 4.03
Subcustodian Article IV
Terminating Fund 7.01
1940 Act Preamble
ARTICLE IX
MISCELLANEOUS
Section 9.01. Execution of Documents, Etc.
(a) Actions by each Fund. Upon request, each Fund shall execute and
deliver to the Custodian such proxies, powers of attorney or other
instruments as may be reasonable and necessary or desirable in connection
with the performance by the Custodian or any Subcustodian of their
respective obligations to such Fund under this Agreement or any applicable
subcustodian agreement with respect to such Fund, provided that the
exercise by the Custodian or any Subcustodian of any such rights shall in
all events be in compliance with the terms of this Agreement.
(b) Actions by Custodian. Upon receipt of Proper Instructions, the
Custodian shall execute and deliver to each applicable Fund or to such
other parties as such Fund(s) may designate in such Proper Instructions,
all such documents, instruments or agreements as may be reasonable and
necessary or desirable in order to effectuate any of the transactions
contemplated hereby.
Section 9.02. Representative Capacity; Nonrecourse Obligations. A COPY
OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND
IS ON FILE WITH THE SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND
NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE
TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT
ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR
PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND
PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT
NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD
PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING
OUT OF THIS AGREEMENT.
Section 9.03. Several Obligations of the Funds and the Portfolios. WITH
RESPECT TO ANY OBLIGATIONS OF A FUND ON BEHALF OF ANY OF ITS PORTFOLIOS
ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
OBLIGATIONS ARISING UNDER SECTIONS 2.28, 5.03, 5.05 and ARTICLE VI HEREOF,
THE CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY OBLIGATION
SOLELY TO THE ASSETS AND PROPERTY OF THE PORTFOLIO TO WHICH SUCH OBLIGATION
RELATES AS THOUGH EACH FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY
SEPARATE WRITTEN INSTRUMENT WITH RESPECT TO EACH OF ITS PORTFOLIOS.
Section 9.04. Representations and Warranties.
(a) Representations and Warranties of Each Fund. Each Fund hereby
severally and not jointly represents and warrants that each of the
following shall be true, correct and complete with respect to each Fund at
all times during the term of this Agreement: (i) the Fund is duly organized
under the laws of its jurisdiction of organization and is registered as an
open-end management investment company under the 1940 Act; and (ii) the
execution, delivery and performance by the Fund of this Agreement are (w)
within its power, (x) have been duly authorized by all necessary action,
and (y) will not (A) contribute to or result in a breach of or default
under or conflict with any existing law, order, regulation or ruling of any
governmental or regulatory agency or authority, or (B) violate any
provision of the Fund's corporate charter, Declaration of Trust or other
organizational document, or bylaws, or any amendment thereof or any
provision of its most recent Prospectus or Statement of Additional
Information.
(b) Representations and Warranties of the Custodian. The Custodian
hereby represents and warrants to each Fund that each of the following
shall be true, correct and complete at all times during the term of this
Agreement: (i) the Custodian is duly organized under the laws of its
jurisdiction of organization and qualifies to act as a custodian to
open-end management investment companies under the provisions of the 1940
Act; and (ii) the execution, delivery and performance by the Custodian of
this Agreement are (w) within its power, (x) have been duly authorized by
all necessary action, and (y) will not (A) contribute to or result in a
breach of or default under or conflict with any existing law, order,
regulation or ruling of any governmental or regulatory agency or authority,
or (B) violate any provision of the Custodian's corporate charter, or other
organizational document, or bylaws, or any amendment thereof.
Section 9.05. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the Fund, on the one hand, and the
Custodian, on the other, with respect to the subject matter hereof and
accordingly, supersedes as of the effective date of this Agreement any
custodian agreement heretofore in effect between each Fund and the
Custodian.
Section 9.06. Waivers and Amendments. No provision of this Agreement may
be waived, amended or terminated except by a statement in writing signed by
the party against which enforcement of such waiver, amendment or
termination is sought; provided, however: (a) Appendix "A" listing the
Portfolios of each Fund for which the Custodian serves as custodian may be
amended from time to time to add one or more Portfolios for one or more
Funds, by each applicable Fund's execution and delivery to the Custodian of
an amended Appendix "A", and the execution of such amended Appendix by the
Custodian, in which case such amendment shall take effect immediately upon
execution by the Custodian; (b) Appendix "A" may be amended from time to
time to delete one or more Portfolios (but less than all of the Portfolios)
of one or more of the Funds, by each applicable Fund's execution and
delivery to the Custodian of an amended Appendix "A", in which case such
amendment shall take effect thirty (30) days after such delivery, unless
otherwise agreed by the Custodian and each applicable Fund in writing; (c)
Appendix "B" listing Foreign Subcustodians, Special Subcustodians and
Additional Custodians approved by any Fund may be amended from time to time
to add or delete one or more Foreign Subcustodians or Special Subcustodians
for a Fund or Funds by each applicable Fund's execution and delivery to the
Custodian of an amended Appendix "B", in which case such amendment shall
take effect immediately upon execution by the Custodian; and (d) Appendix
"C" setting forth the procedures relating to the Custodian's security
interest with respect to each Fund may be amended only by an instrument in
writing executed by each applicable Fund and the Custodian.
Section 9.07. Interpretation. In connection with the operation of this
Agreement, the Custodian and any Fund may agree in writing from time to
time on such provisions interpretative of or in addition to the provisions
of this Agreement with respect to such Fund as may in their joint opinion
be consistent with the general tenor of this Agreement. No interpretative
or additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Agreement or affect any other Fund.
Section 9.08. Captions. Headings contained in this Agreement, which are
included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the
parties hereto.
Section 9.09. Governing Law. Insofar as any question or dispute may
arise in connection with the custodianship of foreign securities pursuant
to an agreement with a Foreign Subcustodian that is governed by the laws of
the State of New York, the provisions of this Agreement shall be construed
in accordance with and governed by the laws of the State of New York,
provided that in all other instances this Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of
Massachusetts, in each case without giving effect to principles of
conflicts of law.
Section 9.10. Notices. Except in the case of Proper Instructions or
Special Instructions, notices and other writings contemplated by this
Agreement shall be delivered by hand or by facsimile transmission (provided
that in the case of delivery by facsimile transmission, notice shall also
be mailed postage prepaid to the parties at the following addresses:
(a) If to any Fund:
c/o Fidelity Management & Research Company
82 Devonshire Street
Boston, Massachusetts 02109
Attn: Treasurer of the Fidelity Funds
Telephone: (617) 563-3565
Telefax: (617) 476-4195
(b) If to the Custodian:
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171-2197
Attn: Abigail C. Raymond
Telephone: (617) 985-6606
Telefax: (617) 985-0280
or to such other address as a Fund or the Custodian may have designated in
writing to the other.
Section 9.11. Assignment. This Agreement shall be binding on and shall
inure to the benefit of each Fund severally and the Custodian and their
respective successors and assigns, provided that, subject to the provisions
of Section 7.01 hereof, neither the Custodian nor any Fund may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.
Section 9.12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original. With respect
to each Fund, this Agreement shall become effective when one or more
counterparts have been signed and delivered by such Fund and the Custodian.
Section 9.13. Confidentiality; Survival of Obligations. The parties
hereto agree that each shall treat confidentially the terms and conditions
of this Agreement and all information provided by each party to the other
regarding its business and operations. All confidential information
provided by a party hereto shall be used by any other party hereto solely
for the purpose of rendering services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be
disclosed to any third party without the prior consent of such providing
party. The foregoing shall not be applicable to any information that is
publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be
disclosed by any bank examiner of the Custodian or any Subcustodian, any
auditor of the parties hereto, by judicial or administrative process or
otherwise by applicable law or regulation. The provisions of this Section
9.13 and Sections 9.01, 9.02, 9.03, 9.09, Section 2.28, Section 3.04,
Section 7.01, Article V and Article VI hereof and any other rights or
obligations incurred or accrued by any party hereto prior to termination of
this Agreement shall survive any termination of this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
Each of the Investment Companies Listed on State Street Bank and Trust
Company
Appendix "A" Attached Hereto, on Behalf
of each of Their Respective Portfolios
By: /s/Kenneth A Rathgeber By: /s/Ronald E. Logue
Name: Kenneth A Rathgeber Name: Ronald E. Logue
Title: Treasurer Title: Executive Vice President
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
State Street Bank and Trust Company and Each of the Following Investment
Companies
Dated as of February 1, 1996
The following is a list of the Funds and their respective Portfolios for
which the Custodian shall serve under a Custodian Agreement dated as of
February 1, 1996 (the "Custodian Agreement"):
Fund Portfolio Effective as of:
Fidelity Capital Trust Fidelity Disciplined Equity Fund February 1, 1996
Fidelity Destiny Portfolios Destiny I February 1, 1996
Destiny II February 1, 1996
Fidelity Institutional Trust Fidelity U.S. Equity Index Fund February 1,
1996
Fidelity Magellan Fund Fidelity Magellan Fund February 1, 1996
IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to
be executed in its name and behalf as of the day and year first set forth
opposite each such Portfolio.
Each of the Investment Companies Listed on State Street Bank and Trust
Company
this Appendix A to the Custodian Agreement,
on Behalf of Each of Their Respective Portfolios
By: /s/Kenneth A Rathgeber By: /s/Ronald E. Logue
Name: Kenneth A Rathgeber Name: Ronald E. Logue
Title: Treasurer Title: Executive Vice President
APPENDIX "B"
TO
CUSTODIAN AGREEMENT
BETWEEN
State Street Bank and Trust Company and Each of the Investment Companies
Listed on Appendix A
Dated as of February 1, 1996
The following is a list of Additional Custodians, Special Subcustodians
and Foreign Subcustodians under the Custodian Agreement dated as of
February 1, 1996 (the "Custodian Agreement"):
A. Additional Custodians:
Custodian Purpose
Bank of New York Ficash
Fiterm
B. Special Subcustodians:
Subcustodian Purpose
Bank of New York Ficash
C. Foreign Subcustodians:
Country Subcustodian Depository
Argentina Citibank, N.A., Buenos Aires Caja de Valores S.A.
Australia Westpac Banking Corporation, Austraclear Limited
Sydney
Reserve Bank Information and Transfer System (RITS)
Austria GiroCredit Bank Oesterreichische Kontrollbank
Aktiengesellshaft der Sparkassen, AG (Wertpapiersammelbank
Vienna Division)
Bangladesh Standard Chartered Bank, Dhaka None
Belgium Generale Bank, Brussels Caisse Interprofessionnelle de
Depots et de Virements de Titres S.A. (CIK)
Banque Nationale de Belgique
Bostwana Barclays Bank of Bostwana None
Limited, Gaborone
Brazil Citibank, N.A., Sao Paulo Bolsa de Valores de Sao Paulo
(Bovespa)
Banco Central do Brasil, Systema Especial de Liquidacao
e Custodia (SELIC)
Canada Canada Trustco Mortgage The Canadian Depository for
Company, Toronto Securities Limited (CDS)
Chile Citibank, N.A., Santiago None
People's Republic of China The Hongkong and Shanghai Shanghai Securities
Central
Banking Corporation Limited, Clearing and Registration
Shanghai & Shenzhen branches Corporation (SSCRC)
Shenzhen Securities Registrars Co.,
Ltd.(SSRC).
Colombia Cititrust Colombia S.A. None
Sociedad Fiduciaria, Bogota
Czech Republic Ceskoslovenska Obchodni Stredisko cennych papiru (SCP)
Banka, A.S., Prague
Czech National Bank (CNB)
Denmark Den Danske Bank, Copenhagen Vaerdipapericentralen- The Danish
Securities Center (VP)
Ecuador Citibank, N.A., Quito None
Egypt National Bank of Egypt, Cairo None
Finland Merita Bank Limited, Helsinki The Central Share Register of
Finland (CSR)
France Banque Paribas, Paris Societe Interprofessionnelle pour la
Compensation des Valeurs Mobilieres (SICOVAM)
Banque de France (Saturne System)
Germany BHF-Bank Aktiengesellschaft, The Deutscher Kasseverein AG
Frankfurt
Ghana Barclays Bank of Ghana Limited, None
Accra
Greece National Bank of Greece, S.A., The Central Securities Depository
Athens (Apothtirion Tilton A.E.)
Hong Kong Standard Chartered Bank, The Central Clearing and Settlement
Hong Kong System (CCASS)
Hungary Citibank Budapest Rt., The Central Depository and Clearing
Budapest House (Budapest) Ltd. (KELER Ltd.)
India Deutsche Bank AG, Bombay None
Indonesia Standard Chartered Bank None
Jakarta
Ireland Bank of Ireland, Dublin The Gilt Settlement office (GSO)
Israel Bank Hapoalim B.M., Tel Aviv The Clearing House of Tel Aviv
Stock Exchange
Italy Morgan Guaranty Trust Monte Titoli S.p.A.
Company, Milan
Banca d'Italia
Japan The Sumitomo Trust & Banking Japan Securities Depository Center
Co., Ltd., Tokyo (JASDEC)
Bank of Japan (Net System)
Jordan The British Bank of the Middle None
East, Amman
Kenya Barclays Bank of Kenya Limited, None
Nairobi
Malaysia Standard Chartered Bank Malaysia Central Depository Sdn.
Malaysia Berhad, Kuala Lampur bhd. (MCD)
Mauritius The Hongkong and Shanghai None
Banking Corporation Limited,
Port Louis
Mexico Citibank Mexico, S.A. S.D. INDEVAL, S.A. de C.V.
Mexico City (Instituto para el Deposito de Valores)
Banco de Mexico
Morocco Banque Commerciale du Maroc, None
Casablanca
Netherlands Meespierson N.V., Amesterdam Nederlands Centraal Instituut
voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand ANZ Banking Group (New The Reserve Bank of New Zealand,
Zealand) Limited, Wellington Austraclear NZ
Norway Christiania Bank og Kreditkasse, Verdipapirsentralen- The
Norwegian
Oslo Registry of Securities (VPS)
Pakistan Deutsche Bank AG, Karachi None
Peru Citibank, N.A., Lima Caja de Valores (CAVAL)
Philippines Standard Chartered Bank None
Manila
Poland Citibank Poland S.A., Warsaw The National Depository of
Securities .
Portugal Banco Commercial Portugues, Central de Valores Mobiliarios
Lisbon (Central)
Singapore The Development Bank of The Central Depository (Pte)
Singapore Ltd., Singapore Limited (CDP)
Slovak Republic Ceskoslovenska Obchodna Stredisko cennych papierov (SCP)
Banka A.S., Bratislava
National Bank of Slovakia (NBS)
South Africa Standard Bank of South Africa None
Limited, Johannesburg
South Korea SEOULBANK, Seoul Korea Securities Depositories (KSD)
Spain Banco Santander, S.A., Servicio de Compensacion y Madrid
Liquidacion de Valores (SCLV)
Banco de Espana (Anotaciones en Cuenta)
Sri Lanka The Hongkong and Shanghai Central Depository System (Pvt)
Banking Corporation, Colombo Limited
Swaziland Barclays Bank of Swaziland None
limited, Mbabane
Sweden Skandinaviska Enskilda Banken Vardepapperscentralen VPC AB-
Stokholm The Swedish Central Securities
Depository
Switzerland Union Bank of Switzerland, Schweizerische Effekten-Giro AG
Zurich (SEGA)
Taiwan - R.O.C. Central Trust of China, The Taiwan Securities Central
Taipei Depository Company, Ltd. (TSCD)
Thailand Standard Chartered Bank, Thailand Securities Depository
Bangkok Company Limited (TSD)
Transnational Cedel Bank Societe anonyme, Luxembourg
The Euroclear System, Belgium
Turkey Citibank, N.A., Istanbul Istanbul Stock Exchange Settlement
and Custody Co., Inc. (I.M.K.B.
Takas ve Saklama A.S.)
United Kingdom State Street Bank and Trust The Central Gilts Office (CGO)
Company, London
The Central Moneymarkets Office State Street London Limited,
(CMO)
London
Uruguay Citibank, N.A., Montevideo None
Venezuela Citibank, N.A., Caracas None
Zambia Barclays Bank of Zambia None
Limited, Lusaka
Zimbabwe Barclays Bank of Zimbabwe None
Limited, Harare
Each of the Investment Companies Listed on
Appendix A to the Custodian Agreement, on
Behalf of Each of Their Respective Portfolios
By: /s/Kenneth A Rathgeber
Name: Kenneth A Rathgeber
Title: Treasurer
Appendix "C" to the
Custodian Agreement
Between
Each of the Investment Companies
Listed on Appendix "A" Thereto
And
State Street Bank and Trust Company
Dated as of February 1, 1996
PROCEDURES RELATING TO CUSTODIAN'S SECURITY INTEREST
As security for any Overdrafts (as defined in the Custodian Agreement) of
any Portfolio, the applicable Fund, on behalf of such Portfolio, shall
pledge, assign and grant to the Custodian a security interest in Collateral
(as hereinafter defined), under the terms, circumstances and conditions set
forth in this Appendix "C".
Section 1. Defined Terms. As used in this Appendix "C" the following
terms shall have the following respective meanings:
(a) "Business Day" shall mean any day that is not a Saturday, a Sunday or
a day on which the Custodian is closed for business.
(b) "Collateral" shall mean, with respect to any Portfolio, securities
held by the Custodian on behalf of the Portfolio having a fair market value
(as determined in accordance with the procedures set forth in the
prospectus for the Portfolio) equal to the aggregate of all Overdraft
Obligations of such Portfolio: (i) identified in any Pledge Certificate
executed on behalf of such Portfolio; or (ii) designated by the Custodian
for such Portfolio pursuant to Section 3 of this Appendix C. Such
securities shall consist of marketable securities held by the Custodian on
behalf of such Portfolio or, if no such marketable securities are held by
the Custodian on behalf of such Portfolio, such other securities designated
by the applicable Fund in the applicable Pledge Certificate or by the
Custodian pursuant to Section 3 of this Appendix C.
(c) "Overdraft Obligations" shall mean, with respect to any Portfolio, the
amount of any outstanding Overdraft(s) provided by the Custodian to such
Portfolio together with all accrued interest thereon.
(d) "Pledge Certificate" shall mean a Pledge Certificate in the form
attached to this Appendix "C" as Schedule 1 executed by a duly authorized
officer of the applicable Fund and delivered by such Fund to the Custodian
by facsimile transmission or in such other manner as the applicable Fund
and the Custodian may agree in writing.
(e) "Release Certificate" shall mean a Release Certificate in the form
attached to this Appendix "C" as Schedule 2 executed by a duly authorized
officer of the Custodian and delivered by the Custodian to the applicable
Fund by facsimile transmission or in such other manner as such Fund and the
Custodian may agree in writing.
(f) "Written Notice" shall mean a written notice executed by a duly
authorized officer of the party delivering the notice and delivered by
facsimile transmission or in such other manner as the applicable Fund and
the Custodian shall agree in writing.
Section 2. Pledge of Collateral. To the extent that any Overdraft
Obligations of a Portfolio are not satisfied by the close of business on
the first Business Day following the Business Day on which the applicable
Fund receives Written Notice requesting security for such Overdraft
Obligation and stating the amount of such Overdraft Obligation, the
applicable Fund, on behalf of such Portfolio, shall pledge, assign and
grant to the Custodian a first priority security interest, by delivering to
the Custodian, a Pledge Certificate executed by such Fund on behalf of such
Portfolio describing the applicable Collateral. Such Written Notice may,
in the discretion of the Custodian, be included within or accompany the
Overdraft Notice relating to the applicable Overdraft Obligations.
Section 3. Failure to Pledge Collateral. In the event that the
applicable Fund shall fail: (a) to pay, on behalf of the applicable
Portfolio, the Overdraft Obligation described in such Written Notice; (b)
to deliver to the Custodian a Pledge Certificate pursuant to Section 2; or
(c) to identify substitute securities pursuant to Section 6 upon the sale
or maturity of any securities identified as Collateral, the Custodian may,
by Written Notice to the applicable Fund specify Collateral which shall
secure the applicable Overdraft Obligation. Such Fund, on behalf of any
applicable Portfolio, hereby pledges, assigns and grants to the Custodian a
first priority security interest in any and all Collateral specified in
such Written Notice; provided that such pledge, assignment and grant of
security shall be deemed to be effective only upon receipt by the
applicable Fund of such Written Notice.
Section 4. Delivery of Additional Collateral. If at any time the
Custodian shall notify a Fund by Written Notice that the fair market value
of the Collateral securing any Overdraft Obligation of one of such Fund's
Portfolios is less than the amount of such Overdraft Obligation, such Fund,
on behalf of the applicable Portfolio, shall deliver to the Custodian,
within one (1) Business Day following the Fund's receipt of such Written
Notice, an additional Pledge Certificate describing additional Collateral.
If such Fund shall fail to deliver such additional Pledge Certificate, the
Custodian may specify Collateral which shall secure the unsecured amount of
the applicable Overdraft Obligation in accordance with Section 3 of this
Appendix C.
Section 5. Release of Collateral. Upon payment by a Fund, on behalf of
one of its Portfolios, of any Overdraft Obligation secured by the pledge of
Collateral, the Custodian shall promptly deliver to such Fund a Release
Certificate pursuant to which the Custodian shall release Collateral from
the lien under the applicable Pledge Certificate or Written Notice pursuant
to Section 3 having a fair market value equal to the amount paid by such
Fund on account of such Overdraft Obligation. In addition, if at any time
a Fund shall notify the Custodian by Written Notice that such Fund desires
that specified Collateral be released and: (a) that the fair market value
of the Collateral securing any Overdraft Obligation shall exceed the amount
of such Overdraft Obligation; or (b) that the Fund has delivered a Pledge
Certificate substituting Collateral for such Overdraft Obligation, the
Custodian shall deliver to such Fund, within one (1) Business Day following
the Custodian's receipt of such Written Notice, a Release Certificate
relating to the Collateral specified in such Written Notice.
Section 6. Substitution of Collateral. A Fund may substitute securities
for any securities identified as Collateral by delivery to the Custodian of
a Pledge Certificate executed by such Fund on behalf of the applicable
Portfolio, indicating the securities pledged as Collateral.
Section 7. Security for Individual Portfolios' Overdraft Obligations.
The pledge of Collateral by a Fund on behalf of any of its individual
Portfolios shall secure only the Overdraft Obligations of such Portfolio.
In no event shall the pledge of Collateral by one of a Fund's Portfolios be
deemed or considered to be security for the Overdraft Obligations of any
other Portfolio of such Fund or of any other Fund.
Section 8. Custodian's Remedies. Upon (a) a Fund's failure to pay any
Overdraft Obligation of an applicable Portfolio within thirty (30) days
after receipt by such Fund of a Written Notice demanding security
therefore, and (b) one (1) Business Day's prior Written Notice to such
Fund, the Custodian may elect to enforce its security interest in the
Collateral securing such Overdraft Obligation, by taking title to (at the
then prevailing fair market value), or selling in a commercially reasonable
manner, so much of the Collateral as shall be required to pay such
Overdraft Obligation in full. Notwithstanding the provisions of any
applicable law, including, without limitation, the Uniform Commercial Code,
the remedy set forth in the preceding sentence shall be the only right or
remedy to which the Custodian is entitled with respect to the pledge and
security interest granted pursuant to any Pledge Certificate or Section 3.
Without limiting the foregoing, the Custodian hereby waives and
relinquishes all contractual and common law rights of set off to which it
may now or hereafter be or become entitled with respect to any obligations
of any Fund to the Custodian arising under this Appendix "C" to the
Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Appendix to be
executed in its name and behalf on the day and year first above written.
Each of the Investment Companies Listed on State Street Bank and Trust
Company
Schedule A to the Custodian Agreement, on
Behalf of Each of Their Respective Portfolios
By: /s/Kenneth A Rathgeber By: /s/Ronald E. Logue
Name: Kenneth A Rathgeber Name: Ronald E. Logue
Title: Treasurer Title: Executive Vice President
SCHEDULE 1
TO
APPENDIX "C"
PLEDGE CERTIFICATE
This Pledge Certificate is delivered pursuant to the Custodian Agreement
dated as of February 1, 1996 (the "Agreement"), between [ ] (the
"Fund") and State Street Bank and Trust Company (the "Custodian").
Capitalized terms used herein without definition shall have the respective
meanings ascribed to them in the Agreement. Pursuant to [Section 2 or
Section 4] of Appendix "C" attached to the Agreement, the Fund, on behalf
of [ ] (the "Portfolio"), hereby pledges, assigns and grants to the
Custodian a first priority security interest in the securities listed on
Exhibit "A" attached to this Pledge Certificate (collectively, the "Pledged
Securities"). Upon delivery of this Pledge Certificate, the Pledged
Securities shall constitute Collateral, and shall secure all Overdraft
Obligations of the Portfolio described in that certain Written Notice dated
, 19 , delivered by the Custodian to the Fund. The pledge,
assignment and grant of security in the Pledged Securities hereunder shall
be subject in all respect to the terms and conditions of the Agreement,
including, without limitation, Sections 7 and 8 of Appendix "C" attached
thereto.
IN WITNESS WHEREOF, the Fund has caused this Pledge Certificate to be
executed in its name, on behalf of the Portfolio this day of 19 .
[FUND], on Behalf of [Portfolio]
By: ___________________
Name: ___________________
Title: ___________________
EXHIBIT "A"
TO
PLEDGE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
SCHEDULE 2
TO
APPENDIX "C"
RELEASE CERTIFICATE
This Release Certificate is delivered pursuant to the Custodian Agreement
dated as of February 1, 1996 (the "Agreement"), between [ ] (the
"Fund") and State Street Bank and Trust Company (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 .
State Street Bank and Trust Company
By: ______________________
Name: ______________________
Title: ______________________
EXHIBIT "A"
TO
RELEASE CERTIFICATE
Type of Certificate/CUSIP Number of
Issuer Security Numbers Shares
FORM OF FIDELITY GROUP
REPO CUSTODIAN AGREEMENT
FOR JOINT TRADING ACCOUNT
AGREEMENT dated as of ________, 199_ among THE BANK OF NEW YORK, a banking
corporation organized under the laws of the State of New York ("Repo
Custodian"), ____________ ("Seller") and each of the entities listed on
Schedule A-1, A-2, A-3 and A-4 hereto acting on behalf of itself or (i) in
the case of a series company, on behalf of one or more of its portfolios or
series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the
accounts listed on Schedule A-3 hereto, acting through Fidelity Management
& Research Company, and (iii) in the case of the commingled or individual
accounts listed on Schedule A-4 hereto, acting through Fidelity Management
Trust Company (collectively, the "Funds" and each, a "Fund").
WITNESSETH
WHEREAS, each of the Funds has entered into a master repurchase agreement
dated as of ___________, 199_ (the "Master Agreement") with Seller pursuant
to which from time to time one or more of the Funds, as buyers, and Seller,
as seller, may enter into repurchase transactions effected through one or
more joint trading accounts (collectively, the "Joint Trading Account")
established and administered by one or more custodians of the Funds
identified on Schedule C hereto (each a "Custodian"); and
WHEREAS, in each such repurchase transaction Seller will sell to such
Funds certain Securities (as hereinafter defined) selected from Eligible
Securities (as hereinafter defined) held by Repo Custodian, subject to an
agreement by Seller to repurchase such Securities; and
WHEREAS, Repo Custodian currently maintains a cash and securities account
(the "Seller Account") for Seller for the purpose of, among other things,
effecting repurchase transactions hereunder; and
WHEREAS, the Funds desire that the Repo Custodian serve as the custodian
for the Funds in connection with the repurchase transactions effected
hereunder, and that the Repo Custodian hold cash, Cash Collateral (as
hereinafter defined) and Securities for the Funds for the purpose of
effecting repurchase transactions hereunder.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definitions.
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Banking Day" shall mean any day on which the Funds, Seller Custodian,
Repo Custodian, and the Federal Reserve Banks where the Custodian and the
Repo Custodian are located, are each open for business.
(b) "Cash Collateral" shall mean all cash, denominated in U.S. Dollars,
credited by Repo Custodian to a Transaction Account pursuant to Paragraphs
3, 6, 8 or 9 of the Master Agreement.
(c) "Custodian" shall have the meaning set forth in the preamble of this
Agreement.
(d) "Eligible Securities" shall mean those securities which are identified
as permissible securities for a particular Transaction Category.
(e) "FICASH I Transaction" and "FICASH III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is the Banking Day next
following the Sale Date and for which securities issued by the government
of the United States of America that are direct obligations of the
government of the United States of America shall constitute Eligible
Securities.
(f) "FICASH II Transaction" shall mean a repurchase transaction in which
the Repurchase Date is the Banking Day next following the Sale Date and for
which one or more of the following two categories of securities, as
specified by the Funds, shall constitute Eligible Securities: (x)
securities issued by the government of the United States of America that
are direct obligations of the government of the United States of America,
or (y) securities issued by or guaranteed as to principal and interest by
the government of the United States of America, or by its agencies and/or
instrumentalities, including, but not limited to, the Federal Home Loan
Bank, Federal Home Loan Mortgage Corp., Government National Mortgage
Association, Federal National Mortgage Association, Federal Farm Credit
Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal
Land Banks.
(g) "FITERM I Transaction" and "FITERM III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is a date fixed by
agreement between Seller and the Participating Funds which is not the
Banking Day next following the Sale Date, or if applicable, the date fixed
upon exercise of an Unconditional Put (as hereinafter defined) by the
Participating Funds and for which securities issued by the government of
the United States of America that are direct obligations of the government
of the United States of America shall constitute Eligible Securities.
(h) "FITERM II Transaction" shall mean a repurchase transaction in which
the Repurchase Date is a date fixed by agreement between Seller and the
Participating Funds which is not the Banking Day next following the Sale
Date, or, if applicable, the date fixed upon exercise of an Unconditional
Put (as hereinafter defined) by the Participating Funds and for which one
or more of the following two categories of securities, as specified by the
Funds, shall constitute Eligible Securities: (x) securities issued by the
government of the United States of America that are direct obligations of
the government of the United States of America, or (y) securities issued by
or guaranteed as to principal and interest by the government of the United
States of America, or by its agencies and/or instrumentalities, including,
but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage
Corp., Government National Mortgage Association, Federal National Mortgage
Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank,
Banks for Cooperatives, and Federal Land Banks.
(i) "Fund" shall have the meaning set forth in the preamble of this
Agreement.
(j) "Fund Agent" shall mean the agent for the Participating Funds
designated in Paragraph 18 of the Master Agreement.
(k) "Joint Trading Account" shall have the meaning set forth in the
preamble of this Agreement.
(l) "Margin Percentage" with respect to any repurchase transaction shall
be 102% or such other percentage as is agreed to by Seller and the
Participating Funds (except that in no event shall the Margin Percentage be
less than 100%).
(m) "Market Value" shall have the meaning set forth in Paragraph 4 of the
Master Agreement.
(n) "Master Agreement" shall have the meaning set forth in the preamble of
this Agreement.
(o) "1940 Act" shall mean have the meaning set forth in Paragraph 3(c) of
this Agreement.
(p) "Partial Payment" shall have the meaning set forth in Section 4(g) of
this Agreement.
(q) "Participating Funds" shall mean those Funds that are parties to a
particular repurchase transaction effected through the Joint Trading
Account.
(r) "Pricing Rate" shall mean the per annum percentage rate agreed to by
Seller and the Participating Funds for a repurchase transaction.
(s) "Pricing Services" shall have the meaning set forth in Paragraph 7 of
this Agreement.
(t) "Repo Custodian" shall have the meaning set forth in the preamble of
this Agreement.
(u) "Repurchase Date" shall mean the date fixed by agreement between
Seller and the Participating Funds on which the Seller is to repurchase
Securities and Cash Collateral, if any, from the Participating Funds and
the Participating Funds are to resell the Securities and Cash Collateral,
if any, including any date determined by application of the provisions of
Paragraphs 7(a) and 15 of the Master Agreement.
(v) "Repurchase Price" for each repurchase transaction shall mean the Sale
Price, plus an incremental amount determined by applying the Pricing Rate
to the Sale Price, calculated on the basis of a 360-day year and the number
of actual days elapsed from (and including) the Sale Date to (but
excluding) the Repurchase Date.
(w) "Sale Date" shall mean the Banking Day on which Securities and Cash
Collateral, if any, are to be sold to the Participating Funds by Seller
pursuant to a repurchase transaction hereunder.
(x) "Sale Price" shall mean the price agreed upon by the Participating
Funds and Seller at which the Securities and Cash Collateral, if any, are
to be sold to the Participating Funds by Seller.
(y) "Securities" shall mean all Eligible Securities delivered by Seller or
to be delivered by Seller to the Participating Funds pursuant to a
particular repurchase transaction and not yet repurchased hereunder,
together with all rights related thereto and all proceeds thereof.
(z) "Securities System" shall have the meaning set forth in Paragraph 3(c)
of this Agreement.
(aa) "Seller" shall have the meaning set forth in the preamble to this
Agreement.
(bb) "Seller Account" shall have the meaning set forth in the preamble of
this Agreement.
(cc) "Transaction Account" shall mean a cash account established and
maintained by Repo Custodian for the Funds to effect repurchase
transactions pursuant to the Master Agreement.
(dd) "Transaction Category" shall mean the particular type of repurchase
transaction effected hereunder, as determined with reference to the term of
the transaction and the categories of Securities that constitute Eligible
Securities therefor, which term shall include FICASH I Transactions, FICASH
II Transactions, FICASH III Transactions, FITERM I Transactions, FITERM II
Transactions, FITERM III Transactions, and such other transaction
categories as may from time to time be designated by the Funds by notice to
Seller, Custodian and Repo Custodian.
(ee) "Unconditional Put" shall have the meaning set forth in Paragraph
7(b) of the Master Agreement.
2. Appointment of Repo Custodian. Upon the terms and conditions set forth
in this Agreement, Repo Custodian is hereby appointed by the Funds to act
as the custodian for the Participating Funds to hold cash, Cash Collateral
and Securities for the purpose of effecting repurchase transactions for the
Participating Funds through the Joint Trading Account pursuant to the
Master Agreement. Repo Custodian hereby acknowledges the terms of the
Master Agreement between the Funds and Seller (attached as an Exhibit
hereto), as amended from time to time, and agrees to abide by the
provisions thereof to the extent such provisions relate to the
responsibilities and operations of Repo Custodian hereunder.
3. Maintenance of Transaction Accounts.
(a) Repo Custodian shall establish and maintain one or more Transaction
Accounts for the purpose of effecting repurchase transactions hereunder for
the Funds, in each case pursuant to the Master Agreement. From time to
time the Funds may cause Custodian, on behalf of the Funds, to deposit
Securities and cash with Repo Custodian in the designated Transaction
Account, in each case in accordance with Paragraph 3 of the Master
Agreement.
(b) Repo Custodian shall keep all Securities, cash and Cash Collateral
received for the Participating Funds segregated at all times from those of
any other person, firm or corporation in its possession and shall identify
all such Securities, cash and Cash Collateral as subject to this Agreement
and the Master Agreement. Segregation may be accomplished by physical
segregation with respect to certificated securities held by the Repo
Custodian and, in addition, by appropriate identification on the books and
records of Repo Custodian in the case of all other Securities, cash and
Cash Collateral. Title to all Securities and Cash Collateral under a
repurchase transaction shall pass to the Participating Funds that are
parties to such repurchase transaction. All such Securities and Cash
Collateral shall be held by Repo Custodian for the Participating Funds, and
shall be subject at all times to the proper instructions of the
Participating Funds, or the Custodian on behalf of the Participating Funds,
with respect to the holding, transfer or disposition of such Securities and
Cash Collateral. Repo Custodian shall include in its records for each
Transaction Account all instructions received by it which evidence an
interest of the Participating Funds in the Securities and Cash Collateral
and shall hold physically segregated any written agreement, receipt or
other writing received by it which evidences an interest of the
Participating Funds in the Securities and Cash Collateral.
(c) Any requirement to "deliver" or "transfer" cash or Cash Collateral to
the Participating Funds or to "credit" a Transaction Account under this or
any other paragraph of this Agreement shall be made in immediately
available funds. If Repo Custodian is required to "deliver" or "transfer"
Securities to the Participating Funds under this or any other paragraph of
this Agreement, Repo Custodian shall take, or cause to be taken, the
following actions to perfect the Participating Funds' interest in such
Securities as an outright purchaser: (i) in the case of certificated
securities and instruments held by Seller, by physical delivery of the
share certificates or other instruments representing the Securities and by
physical segregation of such certificates or instruments from the Repo
Custodian's other assets in a manner indicating that the Securities are
being held for the Participating Funds (such securities and instruments to
be delivered in form suitable for transfer or accompanied by duly executed
instruments of transfer or assignment in blank and accompanied by such
other documentation as the Participating Funds may request), (ii) in the
case of Securities held in a customer only account in a clearing agency or
federal book-entry system authorized for use by the Funds and meeting the
requirements of Rule 17f-4 under the Investment Company Act of 1940, as
amended (the "1940 Act") (such authorized agency or system being referred
to herein as a "Securities System"), by appropriate entry on the books and
records of Repo Custodian identifying the Securities as belonging to the
Participating Funds, or (iii) in the case of Securities held in Repo
Custodian's own account in a Securities System, by transfer to a customer
only account in the Securities System and by appropriate entry on the books
and records of Repo Custodian identifying such Securities as belonging to
the Participating Funds; provided, further, that Repo Custodian shall
confirm to the Participating Funds the identity of the Securities
transferred or delivered. Acceptance of a "due bill", "trust receipt" or
similar receipt or notification of segregation issued by a third party with
respect to Securities held by such third party shall not constitute good
delivery of Securities to Repo Custodian for purposes of this Agreement or
the Master Agreement and shall expressly violate the terms of this
Agreement and the Master Agreement. The Funds shall identify by notice to
Repo Custodian and Seller those agencies or systems which have been
approved by the Funds for use under this Agreement and the Master
Agreement. The Funds hereby notify Repo Custodian and Seller that the
following agencies and systems have been approved by the Funds for use
under this Agreement and the Master Agreement, until such time as Repo
Custodian and Seller shall have been notified by the Funds to the contrary:
(i) Participants Trust Company; (ii) The Depository Trust Company; and
(iii) any book-entry system as provided in (A) Subpart O of Treasury
Circular No. 300, 31 CFR 306.115, (B) Subpart B of Treasury Circular Public
Debt Series No. 27-76, 31 CFR 350.2, or (C) the book-entry regulations of
federal agencies substantially in the form of 31 CFR 306.115.
4. Repurchase Transactions.
(a) Repo Custodian shall make all credits and debits to the Transaction
Account and effect the transfer of Securities to or from the Participating
Funds upon proper instructions received from the Participating Funds, or
the Custodian on behalf of the Participating Funds, and shall make all
credits and debits to the Seller Account and effect the transfer of
Securities to or from the Seller upon proper instructions received from
Seller. In the event that Repo Custodian receives conflicting proper
instructions from Seller and the Participating Funds, or the Custodian on
behalf of the Participating Funds, Repo Custodian shall follow the
Participating Funds' or the Custodian's proper instructions. The
Participating Funds shall give Repo Custodian only such instructions as
shall be permitted by the Master Agreement. Notwithstanding the preceding
sentence, the Participating Funds, or the Custodian on behalf of the
Participating Funds, may from time to time instruct Repo Custodian to
transfer cash from the Transaction Account to Custodian.
(b) (i) Whenever on any Banking Day one or more Funds and Seller agree to
enter into a repurchase transaction, Seller and the Participating Funds, or
the Custodian on behalf of the Participating Funds, will give Repo
Custodian proper instructions by telephone or otherwise on the Sale Date,
specifying the Transaction Category, Repurchase Date, Sale Price,
Repurchase Price or the applicable Pricing Rate and the Margin Percentage
for each such repurchase transaction.
(ii) In the case of repurchase transactions in which the Repurchase Date
is the Banking Day next following the Sale Date (x) the Participating Funds
may increase or decrease the Sale Price for any such repurchase transaction
by no more than __% of the initial Sale Price by causing to be delivered
further proper instructions by telephone or otherwise to Repo Custodian
prior to the close of business on the Sale Date and (y) Seller and the
Participating Funds may by mutual consent agree to increase or decrease the
Sale Price by more than __% of the initial Sale Price by causing to be
provided further proper instructions to Repo Custodian by the close of
business on the Sale Date. In any event, Repo Custodian shall not be
responsible for determining whether any such increase or decrease of the
Sale Price exceeds the __% limitation.
(c) Seller will take such actions as are necessary to ensure that on the
Sale Date the aggregate Market Value of all Securities held by Repo
Custodian for Seller and cash in the Seller Account equals or exceeds the
Margin Percentage of the Sale Price. Seller shall give Repo Custodian
proper instructions specifying with respect to each of the Securities which
is to be the subject of a repurchase transaction (a) the name of the issuer
and the title of the Securities, and (b) the Market Value of such
Securities. Such instructions shall constitute Seller's instructions to
Repo Custodian to transfer the Securities to the Participating Funds and/or
Cash Collateral from the Seller Account to the Transaction Account.
(d) Prior to the close of business on the Sale Date, the Participating
Funds shall transfer to, or maintain on deposit with, Repo Custodian in the
Transaction Account immediately available funds in an amount equal to the
Sale Price with respect to a particular repurchase transaction.
(e) Prior to the close of business on the Sale Date, Repo Custodian shall
transfer Securities from Seller to the Participating Funds and/or cash held
in the Seller Account to the Transaction Account and shall transfer to the
Seller Account immediately available funds from the Transaction Account in
accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be transferred
by Seller to the Participating Funds are Eligible Securities. Any
securities which are not Eligible Securities for a particular repurchase
transaction hereunder shall not be included in the calculations set forth
below and shall not be transferred to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value of the
Securities and cash, if any, to be so transferred.
(iii) Repo Custodian shall notify Seller in the event that the aggregate
Market Value of Securities and cash, if any, applicable to the repurchase
transaction is less than the Margin Percentage of the Sale Price and Seller
shall transfer, by the close of business on the Sale Date, to Repo
Custodian additional Securities and/or cash in the amount of such
deficiency. If Seller does not, by the close of business on the Sale Date,
transfer additional Securities and/or cash, the Market Value of which
equals or exceeds such deficiency, Repo Custodian may, at its option,
without notice to Seller, advance the amount of such deficiency to Seller
in order to effectuate the repurchase transaction. It is expressly agreed
that Repo Custodian is not obligated to make an advance to Seller to enable
it to complete any repurchase transaction.
(iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian
shall cause the Securities applicable to the repurchase transaction
received from Seller to be transferred to the Participating Funds and shall
cause any cash received from Seller to be transferred to the Transaction
Account, against transfer of the Sale Price from the Transaction Account to
the Seller Account, such transfers of Securities and/or cash and funds to
be deemed to occur simultaneously.
(v) Notwithstanding anything to the contrary, if, for any repurchase
transaction, the amount of immediately available funds in the Transaction
Account is less than the agreed upon Sale Price in connection with the
repurchase transaction immediately prior to effectuating such repurchase
transaction, or if the aggregate Market Value of the Securities and cash,
if any, applicable to such repurchase transaction is less than the Sale
Price multiplied by the Margin Percentage immediately prior to effectuating
such repurchase transaction, Repo Custodian shall effect the repurchase
transaction to the best of its ability by transferring Securities from
Seller to the Participating Funds and/or cash from the Seller Account to
the Transaction Account with an aggregate Market Value equal to the lesser
of (x) the amount of immediately available funds in the Transaction Account
multiplied by the Margin Percentage and (y) the aggregate Market Value of
the Securities available for transfer from Seller to the Participating
Funds and cash, if any, in the Seller Account, against the transfer of
immediately available funds from the Transaction Account to the Seller
Account in an amount equal to the aggregate Market Value of the Securities
and/or cash to be transferred divided by the Margin Percentage; provided,
however, that in either such event Repo Custodian shall have the right not
to transfer to the Participating Funds such Securities and not to transfer
such cash, if any, to the Transaction Account and not to transfer from the
designated Transaction Account such funds as Repo Custodian determines, in
its sole discretion, will not be the subject of a repurchase transaction.
The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall
not affect the obligations and liabilities of the parties to each other
pursuant to the Master Agreement with regard to such repurchase
transaction.
(f) In the event that on a Banking Day Seller desires to substitute
Securities applicable to such repurchase transaction with Eligible
Securities and/or Cash Collateral (to the extent provided in the Master
Agreement), Repo Custodian shall perform such substitution in accordance
with the following provisions:
(i) Repo Custodian shall determine that all securities to be transferred
to the Participating Funds are Eligible Securities. Any securities which
are not eligible for repurchase transactions hereunder shall not be
included in the calculations set forth below and shall not be transferred
to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value of the
Eligible Securities and/or Cash Collateral to be transferred. Repo
Custodian shall not make any substitution if, at the time of substitution,
the aggregate Market Value of all Securities and any Cash Collateral
applicable to such repurchase transaction immediately after such
substitution would be less than the Margin Percentage of the Repurchase
Price (calculated as if the Repurchase Date were the date of substitution).
(iii) Repo Custodian shall then deliver to the Seller, subject to the
qualifications set forth above, the Securities to be substituted against
the delivery by Repo Custodian of substitute Eligible Securities to the
Participating Funds and/or the crediting of the Transaction Account with
Cash Collateral.
(iv) In the event Seller has caused Repo Custodian to credit the
Transaction Account with Cash Collateral in lieu of substitute Eligible
Securities, and has failed to deliver Eligible Securities against such Cash
Collateral not later than the close of business on such Banking Day in
accordance with the terms of the Master Agreement, Repo Custodian shall
promptly, but in no event later than 10:00 a.m. the following Banking Day,
notify the Participating Funds and Seller of such failure.
(g) With respect to each repurchase transaction, at __ a.m. New York time,
or at such other time as specified in proper instructions of the
Participating Funds (or the Custodian on behalf of the Participating Funds)
on the Repurchase Date, Repo Custodian shall debit the Seller Account and
credit the Transaction Account in the amount of the Repurchase Price and
shall transfer Securities from the Participating Funds to the Seller and
Cash Collateral, if any, from the Transaction Account to the Seller Account
in accordance with the following provisions:
(i) If the amount of available funds in the Seller Account equals or
exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account
and credit the Transaction Account in the amount of the Repurchase Price
and shall transfer all Securities applicable to such repurchase transaction
from the Participating Funds to the Seller and debit the Transaction
Account and credit the Seller Account in the amount of any Cash Collateral
applicable to such repurchase transaction.
(ii) If the amount of available funds in the Seller Account is less than
the Repurchase Price, then Repo Custodian shall notify the Seller of the
amount of the deficiency and Seller shall promptly cause such amount to be
transferred to the Seller Account. If Seller fails to cause the transfer
of the entire amount of the deficiency to the Seller Account, then Repo
Custodian may, at its option and without notice to Seller, advance to
Seller the amount of such remaining deficiency. It is expressly agreed
that Repo Custodian is not obligated to make any advance to Seller. If,
following such transfer and/or advance, the amount of available funds in
the Seller Account equals or exceeds the Repurchase Price then Repo
Custodian shall debit the Seller Account and credit the Transaction Account
in the amount of the Repurchase Price and shall transfer from the
Participating Funds to the Seller all Securities applicable to such
repurchase transaction and debit the Transaction Account and credit the
Seller Account in the amount of any Cash Collateral applicable to such
repurchase transaction.
(iii) If the Seller fails to cause the transfer of the entire amount of
the deficiency, as required by (ii) above, and Repo Custodian fails to
advance to Seller an amount sufficient to eliminate the entire deficiency,
then Repo Custodian shall debit the Seller Account in the amount of all
immediately available funds designated by Seller as applicable to the
repurchase transaction and credit the Transaction Account in such amount
(such amount being referred to as the "Partial Payment") and shall transfer
Securities from the Participating Funds to the Seller such that the
aggregate Market Value of all remaining Securities and Cash Collateral in
the Transaction Account with respect to such repurchase transaction shall
at least equal the difference between Margin Percentage of the Repurchase
Price and the Partial Payment.
5. Payments on Securities. Repo Custodian shall credit to the Seller
Account as soon as received, all principal, interest and other sums paid by
or on behalf of the issuer in respect of the Securities and collected by
Repo Custodian, except as otherwise provided in Paragraph 8 of the Master
Agreement.
6. Daily Statement. On each Banking Day on which any Participating Funds
have an outstanding repurchase transaction, Repo Custodian shall deliver by
facsimile to Custodian and to the Participating Funds a statement
identifying the Securities held by Repo Custodian with respect to such
repurchase transaction and the cash and Cash Collateral, if any, held by
Repo Custodian in the Transaction Account, including a statement of the
then current Market Value of such Securities and the amounts, if any,
credited to the Transaction Account as of the close of trading on the
previous Banking Day. Repo Custodian shall also deliver to Custodian and
the Participating Funds such additional statements as the Participating
Funds may reasonably request.
7. Valuation.
(a) Repo Custodian shall confirm the Market Value of Securities and the
amount of Cash Collateral, if any (i) on the Sale Date prior to
transferring the Sale Price out of the Transaction Account to the Seller
Account against the receipt from Seller of the Securities and Cash
Collateral, if any, and (ii) on each Banking Day on which such repurchase
transaction is outstanding. If on any Banking Day the aggregate Market
Value of the Securities and Cash Collateral with respect to any repurchase
transaction is less than the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Banking Day) for such
transaction, Repo Custodian shall promptly, but in any case no later than
10:00 a.m. the following Banking Day, notify Seller. If on any Banking Day
the aggregate market value of the Securities and Cash Collateral with
respect to any repurchase transaction is less than the Margin Percentage of
the Repurchase Price (calculated as if the Repurchase Date were such
Banking Day) for such transaction, and Seller fails to deliver additional
Eligible Securities applicable to such repurchase transaction or an
additional amount of Cash Collateral by the close of business on such
Banking Day such that the aggregate market value of the Securities and Cash
Collateral at least equals the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Banking Day), Repo
Custodian shall promptly, but in any event no later than 10:00 a.m. the
following Banking Day, notify the Participating Funds of such failure.
(b) Repo Custodian shall determine the bid side portion of the Market
Value of the Securities by reference to the independent pricing services
("Pricing Services") set forth on Schedule B. It is understood and agreed
that Repo Custodian shall use the prices made available by the Pricing
Services on the Banking Day of such determination unless Seller and the
Participating Funds mutually agree that some other prices shall be used and
so notify Repo Custodian by proper instructions of the sum of the prices of
all such Securities priced in such different manner. In the event that
Repo Custodian is unable to obtain a valuation of any Securities from the
Pricing Services, Repo Custodian shall request a bid quotation from a
broker's broker or a broker dealer, set forth in Schedule B, other than
Seller. In the event Repo Custodian is unable to obtain a bid quotation
for any Securities from such a broker's broker or a broker dealer, Repo
Custodian (i) shall not include any such Securities in the determination of
whether the aggregate Market Value of the Securities and any Cash
Collateral equals at least the Margin Percentage of the Repurchase Price
and (ii) shall redeliver such Securities to Seller if the Market Value of
all other Securities and any Cash Collateral with respect to such
repurchase transaction equals at least the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such Banking
Day). The Repo Custodian may rely on prices quoted by Pricing Services,
broker's brokers or broker dealers, except Seller, as set forth in Schedule
B.
(c) (i) If, on any Banking Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase transaction
is less than the Margin Percentage of the Repurchase Price (calculated as
if the Repurchase Date were such Banking Day) applicable to such repurchase
transaction, Repo Custodian shall deliver to the Participating Funds an
amount of additional Eligible Securities applicable to such repurchase
transaction and/or debit the Seller Account and credit the Transaction
Account with an additional amount of Cash Collateral, such that the
aggregate Market Value of all Securities and any Cash Collateral with
respect to such repurchase transaction shall equal at least the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase Date
were such Banking Day) applicable to such repurchase transaction.
(ii) If, on any Banking Day, the aggregate Market Value of the Securities
and any Cash Collateral with respect to a repurchase transaction exceeds
the Margin Percentage of the Repurchase Price (calculated as if the
Repurchase Date were such Banking Day) applicable to such repurchase
transaction, Repo Custodian shall, if instructed by the Participating
Funds, return to the Seller all or a portion of such Securities or Cash
Collateral, if any; provided that the Market Value of the remaining
Securities and any Cash Collateral with respect to the repurchase
transaction shall be at least equal to the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such Banking
Day) applicable to such repurchase transaction. At any time and from time
to time with respect to any repurchase transaction, if authorized by the
Participating Funds, or the Custodian on behalf of the Participating Funds,
the Repo Custodian shall debit the Transaction Account by an amount of Cash
Collateral and credit the Seller Account by the same amount of Cash
Collateral against simultaneous delivery from Seller to the Participating
Funds of Eligible Securities applicable to such repurchase transaction with
a Market Value at least equal to the amount of Cash Collateral credited and
debited.
8. Authorized Persons. Schedule C hereto sets forth those persons who are
authorized to act for Repo Custodian, Custodian, Seller and the Funds,
respectively, under this Agreement.
9. Proper Instructions. Proper instructions shall mean a tested telex,
facsimile, a written request, direction, instruction or certification
signed or initialed by or on behalf of the party giving the instructions by
one or more authorized persons (as provided in Paragraph 8); provided,
however, that no instructions directing the delivery of Securities or the
payment of funds to any individual who is an authorized signatory of
Custodian or Repo Custodian shall be signed by that individual.
Telephonic, other oral or electro-mechanical or electronic instructions
(including the code which may be assigned by Repo Custodian to Custodian
from time to time) given by one of the above authorized persons shall also
be considered proper instructions if the party receiving such instructions
reasonably believes them to have been given by an authorized person with
respect to the transaction involved. Oral instructions will be confirmed
by tested telex, facsimile or in writing in the manner set forth above.
The Funds authorize Repo Custodian to tape record any and all telephonic or
other oral instructions given to Repo Custodian. Proper instructions may
relate to specific transactions or to types or classes of transactions, and
may be in the form of standing instructions.
10. Standard of Care.
(a) Repo Custodian shall be obligated to exercise reasonable care and
diligence in carrying out the provisions of this Agreement and the Master
Agreement and shall be liable to each of the Funds and Seller for any
expenses or damages to the Funds or Seller for breach of Repo Custodian's
standard of care in this Agreement, as further provided in this Paragraph.
Repo Custodian assumes responsibility for loss to any property held by it
pursuant to the provisions of this Agreement which is occasioned by the
negligence of, or conversion, misappropriation or theft by, Repo
Custodian's officers, employees and agents. Repo Custodian, at its option,
may insure itself against loss from any cause but shall be under no
obligation to obtain insurance directly for the benefit of the Funds. So
long as and to the extent that Repo Custodian exercises reasonable care and
diligence and acts without negligence, misfeasance or misconduct, Repo
Custodian shall not be liable to Seller or the Funds for (i) any action
taken or omitted in good faith in reliance upon proper instructions, (ii)
any action taken or omitted in good faith upon any notice, request,
certificate or other instrument reasonably believed by it to be genuine and
to be signed by the proper party or parties, (iii) any delay or failure to
act as may be required under this Agreement or under the Master Agreement
when such delay or failure is due to any act of God or war, (iv) the
actions or omissions of a Securities System, (v) the title, validity or
genuineness of any security received, delivered or held by it pursuant to
this Agreement or the Master Agreement, (vi) the legality of the purchase
or sale of any Securities by or to the Participating Funds or Seller or the
propriety of the amount for which the same are purchased or sold (except to
the extent of Repo Custodian's obligations hereunder to determine whether
securities are Eligible Securities and to calculate the Market Value of
Securities and any Cash Collateral), (vii) the due authority of any person
listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as
the case may be, with respect to this Agreement or (viii) the errors of the
Pricing Services, broker's brokers or broker dealers set forth in Schedule
B.
(b) Repo Custodian shall not be liable to Seller or the Funds for, or
considered to be the custodian of, any Eligible Securities or any money to
be used in a repurchase transaction, whether or not such money is
represented by any check, draft, or other instrument for the payment of
money, until the Eligible Securities have been delivered in accordance with
Paragraph 3 or until Repo Custodian actually receives and collects such
money on behalf of Seller or the Funds directly or by the final crediting
of the Seller Account or a Transaction Account through the Securities
System, except that this Paragraph 10(b) shall not be deemed to limit the
liability of Repo Custodian to Seller or the Funds if the non-delivery of
such Eligible Securities or the failure to receive and collect such money
results from the breach by Repo Custodian of its obligations under this
Agreement or the Master Agreement.
(c) Repo Custodian shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by it are such as
properly may be held by the Participating Funds; provided that
notwithstanding anything to the contrary herein, Repo Custodian shall be
obligated to act in accordance with the guidelines and proper instructions
of the Participating Funds, or the Custodian on behalf of the Participating
Funds, with respect to the types of Eligible Securities and the issuers of
such Eligible Securities that may be used in specific repurchase
transactions.
(d) Repo Custodian promptly shall notify the Fund Agent and the Custodian
if Securities held by Repo Custodian are in default or if payment on any
Securities has been refused after due demand and presentation and Repo
Custodian shall take action to effect collection of any such amounts upon
the proper instructions of the Participating Funds, or the Custodian on
behalf of the Participating Funds, and assurances satisfactory to it that
it will be reimbursed for its costs and expenses in connection with any
such action.
(e) Repo Custodian shall have no duties, other than such duties as are
necessary to effectuate repurchase transactions in accordance with this
Agreement and the Master Agreement within the standard of care set forth in
Paragraph 10(a) above and in a commercially reasonable manner.
11. Representations and Additional Covenants of Repo Custodian.
(a) Repo Custodian represents and warrants that (i) it is duly authorized
to execute and deliver this Agreement and to perform its obligations
hereunder and has taken all necessary action to authorize such execution,
delivery and performance, (ii) the execution, delivery and performance of
this Agreement do not and will not violate any ordinance, declaration of
trust, partnership agreement, articles of incorporation, charter, rule or
statute applicable to it or any agreement by which it is bound or by which
any of its assets are affected, (iii) the person executing this Agreement
on its behalf is duly and properly authorized to do so, (iv) it has (and
will maintain) a copy of this Agreement and evidence of its authorization
in its official books and records, and (v) this Agreement has been executed
by one of its duly authorized officers at the level of Vice President or
higher.
(b) Repo Custodian further represents and warrants that (i) it has not
pledged, encumbered, hypothecated, transferred, disposed of, or otherwise
granted, any third party an interest in any Securities, (ii) it does not
have any security interest, lien or right of setoff in the Securities, and
(iii) it has not been notified by any third party, in its capacity as Repo
Custodian, custodian bank or clearing bank, of the existence of any lien,
claim, charge or encumbrance with respect to any Securities that are the
subject of such repurchase transaction. Repo Custodian agrees that (i) it
will not pledge, encumber, hypothecate, transfer, dispose of, or otherwise
grant, any third party an interest in any Securities, (ii) it will not
acquire any security interest, lien or right of setoff in the Securities,
and (iii) it will promptly notify the Fund Agent, if, during the term of
any outstanding repurchase transaction, it is notified by any third party,
in its capacity as Repo Custodian, custodian bank or clearing bank, of the
Participating Funds or Seller, of the existence of any lien, claim, charge
or encumbrance with respect to any Securities that are the subject of such
repurchase transaction.
12. Indemnification.
(a) Notwithstanding the Participating Fund's obligation to the Repo
Custodian under Paragraph 12(b) below, so long as and to the extent that
Repo Custodian is in the exercise of reasonable care and diligence and acts
without negligence, misfeasance or misconduct, Seller will indemnify Repo
Custodian and hold it harmless against any and all losses, claims, damages,
liabilities or actions to which it may become subject, and reimburse it for
any expenses (including attorneys' fees and expenses) incurred by it in
connection therewith, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon or in any way related to this
Agreement, the Master Agreement or those arrangements. Without limiting
the generality of the foregoing indemnification, Repo Custodian shall be
indemnified by Seller for all costs and expenses, including attorneys'
fees, for its successful defense against claims that Repo Custodian
breached its standard of care and was negligent or engaged in misfeasance
or misconduct.
(b) So long as and to the extent that Repo Custodian is in the exercise of
reasonable care and diligence and acts without negligence, misconduct or
misfeasance, the Participating Funds will indemnify Repo Custodian and hold
it harmless against any and all losses, claims, damages, liabilities or
actions to which it may become subject, and reimburse it for any expenses
(including attorneys' fees and expenses) incurred by it in connection
therewith, insofar as such losses, claims, damages, liabilities or actions
result from the negligence, misconduct or misfeasance of the Participating
Funds under this Agreement.
13. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise or waiver of any
thereof shall not preclude or inhibit the exercise of any additional rights
and remedies.
14. Modification or Amendment. Except as otherwise provided in this
Paragraph 14, no modification, waiver or amendment of this Agreement shall
be binding unless in writing and executed by the parties hereto. Schedule
A, listing the Funds, may be amended from time to time to add or delete
Funds by the Funds (i) delivering an executed copy of an addendum to
Schedule A to Seller and Repo Custodian, and (ii) amending Schedule A to
the Master Agreement in accordance with the provisions therein. The
amendment of Schedule A as provided above shall constitute appointment of
Repo Custodian as a custodian for such Fund. Schedule B may be amended
from time to time by an instrument in writing, or counterpart thereof,
executed by Repo Custodian, Seller and the Funds. Schedule C may be
amended from time to time to change an authorized person of: (i) the
Funds, by written notice to Repo Custodian and Seller by Ms. Sarah Zenoble
or the Treasurer of the Funds (or such persons who may be authorized from
time to time in writing by Ms. Zenoble or the President or Treasurer of
Fidelity Management and Research Company to trade on behalf of Fidelity's
taxable money market funds); (ii) Seller, by written notice to Repo
Custodian and the Funds by any Vice President of Seller; (iii) Repo
Custodian, by written notice to Seller, Custodian and the Funds by any Vice
President of Repo Custodian; and (iv) Custodian, by written notice to Repo
Custodian by any Vice President of Custodian. Schedule D may be amended
from time to time by any party hereto by delivery of written notice to the
other parties hereto. Repo Custodian shall receive notice of any amendment
to the Master Agreement at the address set forth in Schedule D hereto; and,
if such amendment would have a material adverse effect on the rights of, or
would materially increase the obligations of Repo Custodian under this
Agreement, any such amendment shall also require the consent of Repo
Custodian. Any such amendment shall be deemed not to be material if Repo
Custodian fails to object in writing within 21 days after receipt of notice
thereof. No amendment to this Agreement shall affect the rights or
obligations of any Fund with respect to any outstanding repurchase
transaction entered into under this Agreement and the Master Agreement
prior to such amendment or with respect to any actions or omissions by any
party hereto prior to such amendment. In the event of conflict between
this Agreement and the Master Agreement, the Master Agreement shall
control.
15. Termination. This Agreement shall terminate forthwith upon
termination of the Master Agreement or may be terminated by any party
hereto on ten Banking Days' written notice to the other parties; provided,
however, that any such termination shall not affect any repurchase
transaction then outstanding or any rights or obligations under this
Agreement or the Master Agreement with respect to any actions or omissions
of any party hereto prior to termination. In the event of termination,
Repo Custodian will deliver any Securities, Cash Collateral or cash held by
it or any agent to Custodian or to such successor custodian or custodian or
subcustodian as the Participating Funds shall instruct.
16. Compensation. Seller agrees to pay Repo Custodian compensation for
the services to be rendered hereunder, based upon rates which shall be
agreed upon from time to time.
17. Notices. Except with respect to communications between Custodian and
the Funds which shall be governed by the custodian agreement or
subcustodian agreement between such parties, as the case may be, and except
as otherwise provided herein or as the parties to the Agreement shall from
time to time otherwise agree, all instructions, notices, reports and other
communications contemplated by this Agreement shall be given to the party
entitled to receive such notice at the telephone number and address listed
on Schedule D hereto.
18. Severability. If any provision of this Agreement is held to be
unenforceable as a matter of law, the other terms and provisions hereof
shall not be affected thereby and shall remain in full force and effect.
19. Binding Nature. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assignees;
provided that, no party hereto may assign this Agreement or any of the
rights or obligations hereunder without the prior written consent of the
other parties.
20. Headings. Section headings are for reference purposes only and shall
not be construed as a part of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF.
23. Limitation of Liability. Repo Custodian and Seller are hereby
expressly put on notice of the limitation of liability set forth in the
Declarations of Trust and in the Certificates and Agreements of Limited
Partnership of the Funds and agree that the obligations assumed by any Fund
hereunder shall be limited in all cases to a Fund and its assets or, in the
case of a series Fund, to the assets of that series only, and neither
Seller, Repo Custodian nor their respective agents or assigns shall seek
satisfaction of any such obligation from the officers, agents, employees,
directors, trustees, shareholders or partners of any such Fund or series.
24. Rights and Obligations of Each Fund. The rights and obligations set
forth in this Agreement with respect to each repurchase transaction shall
accrue only to the Participating Funds in accordance with their respective
interests therein. No other Fund shall receive any rights or have any
liabilities arising from any action or inaction of any Participating Fund
under this Agreement with respect to such repurchase transaction.
25. General Provisions. This Agreement supersedes any other custodian
agreement by and among Seller, the Funds, and Repo Custodian concerning
repurchase transactions effected through the Joint Trading Account. It is
understood and agreed that time is of the essence with respect to the
performance of each party's respective obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE BANK OF NEW YORK
Dated: By:
Title:
[SELLER]
Dated: By:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated: By:
Name:
Title: Treasurer of the Fidelity Investment Companies listed on Schedule
A-1 and Vice President of Fidelity Management & Research Company
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-2 HERETO
Dated: By:
Name:
Title: Director of the Fidelity International (Bermuda) Funds Limited,
on behalf of the Funds listed on Schedule A-2
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated: By:
Name:
Title:
SCHEDULE A-1
DAILY MONEY FUND
Capital Reserves: Money Market Portfolio
Capital Reserves: U.S. Government Portfolio
Fidelity U.S. Treasury Income Portfolio
Money Market Portfolio
U.S. Treasury Portfolio
FIDELITY ADVISOR ANNUITY FUNDS
Fidelity Advisor Annuity Government Investment Fund
Fidelity Advisor Annuity Growth Opportunities Fund
Fidelity Advisor Annuity High Yield Fund
Fidelity Advisor Annuity Income & Growth Fund
Fidelity Advisor Annuity Money Market Fund
Fidelity Advisor Annuity Overseas Fund
FIDELITY ADVISOR SERIES I
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Institutional Equity Portfolio Growth
FIDELITY ADVISOR SERIES II
Fidelity Advisor Government Investment Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Short Fixed-Income Fund
FIDELITY ADVISOR SERIES III
Fidelity Advisor Equity Income
FIDELITY ADVISOR SERIES IV
Fidelity Advisor Limited Term Bond Fund
Fidelity Real Estate High Income Fund
Fidelity Institutional Short-Intermediate Government Portfolio
FIDELITY ADVISOR SERIES V
Fidelity Advisor Global Resources Fund
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Overseas Portfolio
FIDELITY ADVISOR SERIES VIII
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Strategic Income Fund
FIDELITY CAPITAL TRUST
Fidelity Capital Appreciation Fund
Fidelity Disciplined Equity Fund
Fidelity Stock Selector
Fidelity Value Fund
FIDELITY CHARLES STREET
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Spartan Investment-Grade Bond Fund
Spartan Short-Term Income Fund
FIDELITY COMMONWEALTH TRUST
Fidelity Intermediate Bond Fund
Fidelity Market Index Fund
Fidelity Small Cap Stock Fund
Fidelity Large Cap Stock Fund
FIDELITY CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DESTINY PORTFOLIOS
Destiny I
Destiny II
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
FIDELITY DEVONSHIRE TRUST
Fidelity Equity-Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Spartan Long-Term Government Bond Fund
FIDELITY EXCHANGE FUND
FIDELITY FINANCIAL TRUST
Fidelity Convertible Securities Fund
Fidelity Equity-Income II Fund
Fidelity Retirement Growth Fund
FIDELITY FIXED-INCOME TRUST
Fidelity Investment Grade Bond Fund
Fidelity Short-Term Bond Portfolio
Spartan Government Income Fund
Spartan High Income Fund
Spartan Short-Intermediate Government Fund
FIDELITY GOVERNMENT SECURITIES FUND
FIDELITY HASTINGS STREET TRUST
Fidelity Fifty
Fidelity Fund
FIDELITY HEREFORD STREET TRUST
Spartan Money Market Fund
Spartan U.S. Government Money Market Fund
FIDELITY ADVISOR KOREA FUND, INC.
FIDELITY EMERGING ASIA FUND
FIDELITY INCOME FUND
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Spartan Limited Maturity Government Fund
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
Domestic Money Market Portfolio
Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
FIDELITY INSTITUTIONAL INVESTORS TRUST
State and Local Asset Management Series: Government Money Market Portfolio
FIDELITY INSTITUTIONAL TRUST
Fidelity U.S. Bond Index Portfolio
Fidelity U.S. Equity Index Portfolio
FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Emerging Markets Fund
Fidelity Europe Capital Appreciation Fund
Fidelity Europe Fund
Fidelity Global Bond Fund
Fidelity International Growth & Income Fund
Fidelity International Value Fund
Fidelity Japan Fund
Fidelity Latin America Fund
Fidelity New Markets Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Short-Term World Income Fund
Fidelity Southeast Asia Fund
Fidelity Worldwide Fund
FIDELITY MAGELLAN FUND
FIDELITY MONEY MARKET TRUST
Domestic Money Market Portfolio
Retirement Government Money Market Portfolio
Retirement Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
FIDELITY MT. VERNON STREET TRUST
Fidelity Emerging Growth Fund
Fidelity Growth Company Fund
Fidelity New Millennium Fund
FIDELITY PHILLIPS STREET TRUST
Fidelity Cash Reserves
Fidelity U.S. Government Reserves
FIDELITY PURITAN TRUST
Fidelity Balanced Fund
Fidelity Global Balanced Fund
Fidelity Low-Priced Stock Fund
Fidelity Puritan Fund
FIDELITY SCHOOL STREET TRUST
Spartan Bond Strategist
FIDELITY SECURITIES FUND
Fidelity Blue Chip Growth Fund
Fidelity Dividend Growth Fund
Fidelity Growth & Income Portfolio
Fidelity OTC Portfolio
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
American Gold Portfolio
Automotive Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Products Portfolio
Defense and Aerospace Portfolio
Developing Communications Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Environmental Services Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Home Finance Portfolio
Industrial Equipment Portfolio
Industrial Materials Portfolio
Insurance Portfolio
Leisure Portfolio
Medical Delivery Portfolio
Money Market Portfolio
Multimedia Portfolio
Natural Gas Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Regional Banks Portfolio
Retailing Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Growth Portfolio
FIDELITY STERLING PERFORMANCE PORTFOLIO, LP.
FIDELITY SUMMER STREET TRUST
Fidelity Capital & Income Fund
FIDELITY TREND FUND
FIDELITY UNION STREET TRUST
Fidelity Export Company Fund
Spartan Ginnie Mae Fund
FIDELITY UNION STREET TRUST II
Fidelity Daily Income Trust
Spartan World Money Market Fund
FIDELITY U.S. INVESTMENTS - BOND FUND, LP.
FIDELITY U.S. INVESTMENTS - GOVERNMENT SECURITIES FUND, LP.
FIDELITY YEN PERFORMANCE PORTFOLIO, LP.
NORTH CAROLINA CAPITAL MANAGEMENT TRUST
Cash Portfolio
Term Portfolio
SPARTAN U.S. TREASURY MONEY MARKET FUND
VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Money Market Portfolio
Overseas Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager: Growth Portfolio
Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
DIVIDEND FUNDING
REDEMPTION FUNDING
SCHEDULE A-2
FIDELITY INTERNATIONAL (BERMUDA) FUNDS LTD.
Fidelity International U.S. Treasury Portfolio
FIDELITY INCOME PLUS FUND
SCHEDULE A-3
ACCOUNTS
Massachusetts Municipal Depository Trust
SCHEDULE A-4
ACCOUNTS
The Fidelity Group Trust for Employee Benefits Plans
SCHEDULE B
PRICING SOURCES
PRICING SERVICES
U.S. Government Securities Interactive Data Services or Mellon Data
Services
U.S. Government Securities (or any other pricing
service mutually agreed upon by Seller and the
Funds)
GNMA - The Bond Buyer
FHLMC - The Bond Buyer
All other U.S. Government and Agency Securities Interactive Data Services
or Mellon Data
Services (or any other pricing service
mutually agreed upon by Seller and the
Funds)
BROKERS' BROKERS AND BROKER DEALERS
U.S. Government Securities - Any Primary Dealer
GNMA - Any Primary Broker-Dealer's bid rate for such security
FHLMC - Any Primary Broker-Dealer's bid rate for such security
All other U.S. Government and Agency Securities - Any Primary
Broker-Dealer's bid rate for such security
Prices shall be as of the business day of the date of determination or
the last quote available. The pricing services, Brokers' Brokers and
Broker Dealers may be changed from time to time by agreement of all the
parties.
SCHEDULE C
AUTHORIZED PERSONS
Repo Custodian
Custodian
Seller
The Funds
Barron, Leland C. Harlow, Katharyn M. Stehman, Burnell R.
Carbone, John M. Henning, Frederick L. Jr. Todd, Deborah
Curtis, Fritz Huyck, Timothy Todd, John J.
Duby, Robert K. Jamen, Jon Torres, Joseph E.
Egan, Dorothy T. Litterst, Robert Williams, Richard
Glocke, David Silver, Samuel Zenoble, Sarah
SCHEDULE D
NOTICES
If to Custodian: Morgan Guaranty Trust Co. of New York
15 Broad Street, 16th Floor
New York, New York 10015
Telephone: (212) 483-4150
Attention: Ms. Kimberly Smith
or
The Bank of New York
One Wall Street, 4th Floor
New York, NY 10286
Telephone:
Attention:
With a copy to the Fund Agent
If to Repo Custodian: The Bank of New York
One Wall Street, 4th Floor
New York, New York 10286
Telephone: (212) 635-4809
Attention: Ms. Kristin Smith
If to Seller: ________________________
________________________
________________________
________________________
If to any of the Funds: FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah Todd or
Mr. Samuel Silver
If to the Fund Agent: Fidelity Accounting Processing
Domestic Securities Operations
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 506-4071
Attention: Mr. Mark Mufler
261434.c2
SCHEDULE 1
Schedule of Counterparties for
The Bank of New York "Form of" Fidelity Group Repo Custodian
Agreement for Joint Trading Account
BZW Government Securities, Inc.
CS First Boston Corp.
Daiwa Securities America, Inc.
Deutsche Bank Securities Corp.
Donaldson, Lufkin & Jenerette Securities Corp.
Fuji Securities, Inc.
Goldman Sachs & Co.
J.P. Morgan Securities
Morgan Stanley & Co., Inc.
NationsBanc Capital Markets
Nikko Securities Co. International, Inc.
Nomura Securities International, Inc.
Prudential Securities, Inc.
Salomon Brothers, Inc.
Sanwa BJK Securities Co., LP
SBC Capital Markets, Inc.
Smith Barney, Inc.
FORM OF FIDELITY GROUP
REPO CUSTODIAN AGREEMENT
FOR JOINT TRADING ACCOUNT
AGREEMENT dated as of ________, 199_ among CHEMICAL BANK, a banking
corporation organized under the laws of the State of New York ("Repo
Custodian"), ____________ ("Seller") and each of the entities listed on
Schedule A-1, A-2, A-3 and A-4 hereto acting on behalf of itself or (i) in
the case of a series company, on behalf of one or more of its portfolios or
series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the
accounts listed on Schedule A-3 hereto, acting through Fidelity Management
& Research Company, and (iii) in the case of the commingled or individual
accounts listed on Schedule A-4 hereto, acting through Fidelity Management
Trust Company (collectively, the "Funds" and each, a "Fund").
WITNESSETH
WHEREAS, each of the Funds has entered into a master repurchase agreement
dated as of ___________, 199_ (the "Master Agreement") with Seller pursuant
to which from time to time one or more of the Funds, as buyers, and Seller,
as seller, may enter into repurchase transactions effected through one or
more joint trading accounts (collectively, the "Joint Trading Account")
established and administered by one or more custodians of the Funds
identified on Schedule C hereto (each a "Custodian"); and,
WHEREAS, in each such repurchase transaction Seller will sell to such
Funds certain Securities (as hereinafter defined) selected from Eligible
Securities (as hereinafter defined) held by Repo Custodian, subject to an
agreement by Seller to repurchase such Securities; and
WHEREAS, Repo Custodian currently maintains a cash and securities account
(the "Seller Account") for Seller for the purpose of, among other things,
effecting repurchase transactions hereunder; and
WHEREAS, the Funds desire that the Repo Custodian serve as the custodian
for the Funds in connection with the repurchase transactions effected
hereunder, and that the Repo Custodian hold cash, Cash Collateral (as
hereinafter defined) and Securities for the Funds for the purpose of
effecting repurchase transactions hereunder.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definitions.
Whenever used in this Agreement, the following terms shall have the
meanings set forth below:
(a) "Banking Day" shall mean any day on which the Funds, Seller Custodian,
Repo Custodian, and the Federal Reserve Banks where the Custodian and the
Repo Custodian are located, are each open for business.
(b) "Cash Collateral" shall mean all cash, denominated in U.S. Dollars,
credited by Repo Custodian to a Transaction Account pursuant to Paragraphs
3, 6, 8 or 9 of the Master Agreement.
(c) "Custodian" shall have the meaning set forth in the preamble of this
Agreement.
(d) "Eligible Securities" shall mean those securities which are identified
as permissible securities for a particular Transaction Category.
(e) "FICASH I Transaction" and "FICASH III Transaction " shall mean a
repurchase transaction in which the Repurchase Date is the Banking Day next
following the Sale Date and for which securities issued by the government
of the United States of America that are direct obligations of the
government of the United States of America shall constitute Eligible
Securities.
(f) "FICASH II Transaction" shall mean a repurchase transaction in which
the Repurchase Date is the Banking Day next following the Sale Date and for
which one or more of the following two categories of securities, as
specified by the Funds, shall constitute Eligible Securities: (x)
securities issued by the government of the United States of America that
are direct obligations of the government of the United States of America,
or (y) securities issued by or guaranteed as to principal and interest by
the government of the United States of America, or by its agencies and/or
instrumentalities, including, but not limited to, the Federal Home Loan
Bank, Federal Home Loan Mortgage Corp., Government National Mortgage
Association, Federal National Mortgage Association, Federal Farm Credit
Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal
Land Banks.
(g) "FITERM I Transaction" and "FITERM III Transaction" shall mean a
repurchase transaction in which the Repurchase Date is a date fixed by
agreement between Seller and the Participating Funds which is not the
Banking Day next following the Sale Date, or if applicable, the date fixed
upon exercise of an Unconditional Put (as hereinafter defined) by the
Participating Funds and for which securities issued by the government of
the United States of America that are direct obligations of the government
of the United States of America shall constitute Eligible Securities.
(h) "FITERM II Transaction" shall mean a repurchase transaction in which
the Repurchase Date is a date fixed by agreement between Seller and the
Participating Funds which is not the Banking Day next following the Sale
Date, or, if applicable, the date fixed upon exercise of an Unconditional
Put (as hereinafter defined) by the Participating Funds and for which one
or more of the following two categories of securities, as specified by the
Funds, shall constitute Eligible Securities: (x) securities issued by the
government of the United States of America that are direct obligations of
the government of the United States of America, or (y) securities issued by
or guaranteed as to principal and interest by the government of the United
States of America, or by its agencies and/or instrumentalities, including,
but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage
Corp., Government National Mortgage Association, Federal National Mortgage
Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank,
Banks for Cooperatives, and Federal Land Banks.
(i) "Fund" shall have the meaning set forth in the preamble of this
Agreement.
(j) "Fund Agent" shall mean the agent for the Participating Funds
designated in Paragraph 18 of the Master Agreement.
(k) "Joint Trading Account" shall have the meaning set forth in the
preamble of this Agreement.
(l) "Margin Percentage" with respect to any repurchase transaction shall
be 102% or such other percentage as is agreed to by Seller and the
Participating Funds (except that in no event shall the Margin Percentage be
less than 100%).
(m) "Market Value" shall have the meaning set forth in Paragraph 4 of the
Master Agreement.
(n) "Master Agreement" shall have the meaning set forth in the preamble of
this Agreement.
(o) "1940 Act" shall mean have the meaning set forth in Paragraph 3(c) of
this Agreement.
(p) "Partial Payment" shall have the meaning set forth in Section 4(g) of
this Agreement.
(q) "Participating Funds" shall mean those Funds that are parties to a
particular repurchase transaction effected through the Joint Trading
Account.
(r) "Pricing Rate" shall mean the per annum percentage rate agreed to by
Seller and the Participating Funds for a repurchase transaction.
(s) "Pricing Services" shall have the meaning set forth in Paragraph 7 of
this Agreement.
(t) "Repo Custodian" shall have the meaning set forth in the preamble of
this Agreement.
(u) "Repurchase Date" shall mean the date fixed by agreement between
Seller and the Participating Funds on which the Seller is to repurchase
Securities and Cash Collateral, if any, from the Participating Funds and
the Participating Funds are to resell the Securities and Cash Collateral,
if any, including any date determined by application of the provisions of
Paragraphs 7(a) and 15 of the Master Agreement.
(v) "Repurchase Price" for each repurchase transaction shall mean the Sale
Price, plus an incremental amount determined by applying the Pricing Rate
to the Sale Price, calculated on the basis of a 360-day year and the number
of actual days elapsed from (and including) the Sale Date to (but
excluding) the Repurchase Date.
(w) "Sale Date" shall mean the Banking Day on which Securities and Cash
Collateral, if any, are to be sold to the Participating Funds by Seller
pursuant to a repurchase transaction hereunder.
(x) "Sale Price" shall mean the price agreed upon by the Participating
Funds and Seller at which the Securities and Cash Collateral, if any, are
to be sold to the Participating Funds by Seller.
(y) "Securities" shall mean all Eligible Securities delivered by Seller or
to be delivered by Seller to the Participating Funds pursuant to a
particular repurchase transaction and not yet repurchased hereunder,
together with all rights related thereto and all proceeds thereof.
(z) "Securities System" shall have the meaning set forth in Paragraph 3(c)
of this Agreement.
(aa) "Seller" shall have the meaning set forth in the preamble to this
Agreement.
(bb) "Seller Account" shall have the meaning set forth in the preamble of
this Agreement.
(cc) "Transaction Account" shall mean a cash account established and
maintained by Repo Custodian for the Funds to effect repurchase
transactions pursuant to the Master Agreement.
(dd) "Transaction Category" shall mean the particular type of repurchase
transaction effected hereunder, as determined with reference to the term of
the transaction and the categories of Securities that constitute Eligible
Securities therefor, which term shall include FICASH I Transactions, FICASH
II Transactions, FICASH III Transactions, FITERM I Transactions, FITERM II
Transactions, FITERM III Transactions, and such other transaction
categories as may from time to time be designated by the Funds by notice to
Seller, Custodian and Repo Custodian.
(ee) "Unconditional Put" shall have the meaning set forth in Paragraph
7(b) of the Master Agreement.
(ff) "Valuation Day" shall mean any day on which Repo Custodian is open
for business.
2. Appointment of Repo Custodian. Upon the terms and conditions set forth
in this Agreement, Repo Custodian is hereby appointed by the Funds to act
as the custodian for the Participating Funds to hold cash, Cash Collateral
and Securities for the purpose of effecting repurchase transactions for the
Participating Funds through the Joint Trading Account pursuant to the
Master Agreement. Repo Custodian hereby acknowledges the terms of the
Master Agreement between the Funds and Seller (attached as an Exhibit
hereto), as amended from time to time, and agrees to abide by the
provisions thereof to the extent such provisions relate to the
responsibilities and operations of Repo Custodian hereunder.
3. Maintenance of Transaction Accounts.
(a) Repo Custodian shall establish and maintain one or more Transaction
Accounts for the purpose of effecting repurchase transactions hereunder for
the Funds, in each case pursuant to the Master Agreement. From time to
time the Funds may cause Custodian, on behalf of the Funds, to deposit
Securities and cash with Repo Custodian in the designated Transaction
Account, in each case in accordance with Paragraph 3 of the Master
Agreement.
(b) Repo Custodian shall keep all Securities, cash and Cash Collateral
received for the Participating Funds segregated at all times from those of
any other person, firm or corporation in its possession and shall identify
all such Securities, cash and Cash Collateral as subject to this Agreement
and the Master Agreement. Segregation may be accomplished by physical
segregation with respect to certificated securities held by the Repo
Custodian and, in addition, by appropriate identification on the books and
records of Repo Custodian in the case of all other Securities, cash and
Cash Collateral. Title to all Securities and Cash Collateral under a
repurchase transaction shall pass to the Participating Funds that are
parties to such repurchase transaction. All such Securities and Cash
Collateral shall be held by Repo Custodian for the Participating Funds, and
shall be subject at all times to the proper instructions of the
Participating Funds, or the Custodian on behalf of the Participating Funds,
with respect to the holding, transfer or disposition of such Securities and
Cash Collateral. Repo Custodian shall include in its records for each
Transaction Account all instructions received by it which evidence an
interest of the Participating Funds in the Securities and Cash Collateral
and shall hold physically segregated any written agreement, receipt or
other writing received by it which evidences an interest of the
Participating Funds in the Securities and Cash Collateral.
(c) Any requirement to "deliver" or "transfer" cash or Cash Collateral to
the Participating Funds or to "credit" a Transaction Account under this or
any other paragraph of this Agreement shall be made in immediately
available funds. If Repo Custodian is required to "deliver" or "transfer"
Securities to the Participating Funds under this or any other paragraph of
this Agreement, Repo Custodian shall take, or cause to be taken, the
following actions to perfect the Participating Funds' interest in such
Securities as an outright purchaser: (i) in the case of certificated
securities and instruments held by Seller, by physical delivery of the
share certificates or other instruments representing the Securities and by
physical segregation of such certificates or instruments from the Repo
Custodian's other assets in a manner indicating that the Securities are
being held for the Participating Funds (such securities and instruments to
be delivered in form suitable for transfer or accompanied by duly executed
instruments of transfer or assignment in blank and accompanied by such
other documentation as the Participating Funds may request), (ii) in the
case of Securities held in a customer only account in a clearing agency or
federal book-entry system authorized for use by the Funds and meeting the
requirements of Rule 17f-4 under the Investment Company Act of 1940, as
amended (the "1940 Act") (such authorized agency or system being referred
to herein as a "Securities System"), by appropriate entry on the books and
records of Repo Custodian identifying the Securities as belonging to the
Participating Funds, or (iii) in the case of Securities held in Repo
Custodian's own account in a Securities System, by transfer to a customer
only account in the Securities System and by appropriate entry on the books
and records of Repo Custodian identifying such Securities as belonging to
the Participating Funds; provided, further, that Repo Custodian shall
confirm to the Participating Funds the identity of the Securities
transferred or delivered. Acceptance of a "due bill", "trust receipt" or
similar receipt or notification of segregation issued by a third party with
respect to Securities held by such third party shall not constitute good
delivery of Securities to Repo Custodian for purposes of this Agreement or
the Master Agreement and shall expressly violate the terms of this
Agreement and the Master Agreement. The Funds shall identify by notice to
Repo Custodian and Seller those agencies or systems which have been
approved by the Funds for use under this Agreement and the Master
Agreement. The Funds hereby notify Repo Custodian and Seller that the
following agencies and systems have been approved by the Funds for use
under this Agreement and the Master Agreement, until such time as Repo
Custodian and Seller shall have been notified by the Funds to the contrary:
(i) Participants Trust Company; (ii) The Depository Trust Company; and
(iii) any book-entry system as provided in (A) Subpart O of Treasury
Circular No. 300, 31 CFR 306.115, (B) Subpart B of Treasury Circular Public
Debt Series No. 27-76, 31 CFR 350.2, or (C) the book-entry regulations of
federal agencies substantially in the form of 31 CFR 306.115.
4. Repurchase Transactions.
(a) Repo Custodian shall make all credits and debits to the Transaction
Account and effect the transfer of Securities to or from the Participating
Funds upon proper instructions received from the Participating Funds, or
the Custodian on behalf of the Participating Funds, and shall make all
credits and debits to the Seller Account and effect the transfer of
Securities to or from the Seller upon proper instructions received from
Seller. In the event that Repo Custodian receives conflicting proper
instructions from Seller and the Participating Funds, or the Custodian on
behalf of the Participating Funds, Repo Custodian shall follow the
Participating Funds' or the Custodian's proper instructions. The
Participating Funds shall give Repo Custodian only such instructions as
shall be permitted by the Master Agreement. Notwithstanding the preceding
sentence, the Participating Funds, or the Custodian on behalf of the
Participating Funds, may from time to time instruct Repo Custodian to
transfer cash from the Transaction Account to Custodian.
(b) (i) Whenever on any Banking Day one or more Funds and Seller agree to
enter into a repurchase transaction, Seller and the Participating Funds, or
the Custodian on behalf of the Participating Funds, will give Repo
Custodian proper instructions by telephone or otherwise prior to the close
of business on the Sale Date, specifying the Transaction Category,
Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing
Rate and the Margin Percentage for each such repurchase transaction.
(ii) In the case of repurchase transactions in which the Repurchase Date
is the Banking Day next following the Sale Date (x) the Participating Funds
may increase or decrease the Sale Price for any such repurchase transaction
by no more than __% of the initial Sale Price by causing to be delivered
further proper instructions by telephone or otherwise to Repo Custodian
prior to the close of business on the Sale Date and (y) Seller and the
Participating Funds may by mutual consent agree to increase or decrease the
Sale Price by more than __% of the initial Sale Price by causing to be
provided further proper instructions to Repo Custodian by the close of
business on the Sale Date. In any event, Repo Custodian shall not be
responsible for determining whether any such increase or decrease of the
Sale Price exceeds the __% limitation.
(c) Seller will take such actions as are necessary to ensure that on the
Sale Date the aggregate Market Value of all Securities held by Repo
Custodian for Seller and cash in the Seller Account equals or exceeds the
Margin Percentage of the Sale Price. Seller shall give Repo Custodian
proper instructions specifying with respect to each of the Securities which
is to be the subject of a repurchase transaction (a) the name of the issuer
and the title of the Securities, and (b) the Market Value of such
Securities. Such instructions shall constitute Seller's instructions to
Repo Custodian to transfer the Securities to the Participating Funds and/or
Cash Collateral from the Seller Account to the Transaction Account.
(d) Prior to the close of business New York Time on the Sale Date, the
Participating Funds shall transfer to, or maintain on deposit with, Repo
Custodian in the Transaction Account immediately available funds in an
amount equal to the Sale Price with respect to a particular repurchase
transaction.
(e) Prior to the close of business on the Sale Date, Repo Custodian shall
transfer Securities from Seller to the Participating Funds and/or cash held
in the Seller Account to the Transaction Account and shall transfer to the
Seller Account immediately available funds from the Transaction Account in
accordance with the following provisions:
(i) Repo Custodian shall determine that all securities to be transferred
by Seller to the Participating Funds are Eligible Securities. Any
securities which are not Eligible Securities for a particular repurchase
transaction hereunder shall not be included in the calculations set forth
below and shall not be transferred to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value of the
Securities and cash, if any, to be so transferred.
(iii) Repo Custodian shall notify Seller in the event that the aggregate
Market Value of Securities and cash, if any, applicable to the repurchase
transaction is less than the Margin Percentage of the Sale Price and Seller
shall transfer, by the close of business on the Sale Date, to Repo
Custodian additional Securities and/or cash in the amount of such
deficiency. If Seller does not, by the close of business on the Sale Date,
transfer additional Securities and/or cash, the Market Value of which
equals or exceeds such deficiency, Repo Custodian may, at its option,
without notice to Seller, advance the amount of such deficiency to Seller
in order to effectuate the repurchase transaction. It is expressly agreed
that Repo Custodian is not obligated to make an advance to Seller to enable
it to complete any repurchase transaction.
(iv) Subject to the provisions of Subparagraph (v) below, Repo Custodian
shall cause the Securities applicable to the repurchase transaction
received from Seller to be transferred to the Participating Funds and shall
cause any cash received from Seller to be transferred to the Transaction
Account, against transfer of the Sale Price from the Transaction Account to
the Seller Account, such transfers of Securities and/or cash and funds to
be deemed to occur simultaneously.
(v) Notwithstanding anything to the contrary, if, for any repurchase
transaction, the amount of immediately available funds in the Transaction
Account is less than the agreed upon Sale Price in connection with the
repurchase transaction immediately prior to effectuating such repurchase
transaction, or if the aggregate Market Value of the Securities and cash,
if any, applicable to such repurchase transaction is less than the Sale
Price multiplied by the Margin Percentage immediately prior to effectuating
such repurchase transaction, Repo Custodian shall effect the repurchase
transaction to the best of its ability by transferring Securities from
Seller to the Participating Funds and/or cash from the Seller Account to
the Transaction Account with an aggregate Market Value equal to the lesser
of (x) the amount of immediately available funds in the Transaction Account
multiplied by the Margin Percentage and (y) the aggregate Market Value of
the Securities available for transfer from Seller to the Participating
Funds and cash, if any, in the Seller Account, against the transfer of
immediately available funds from the Transaction Account to the Seller
Account in an amount equal to the aggregate Market Value of the Securities
and/or cash to be transferred divided by the Margin Percentage; provided,
however, that in either such event Repo Custodian shall have the right not
to transfer to the Participating Funds such Securities and not to transfer
such cash, if any, to the Transaction Account and not to transfer from the
designated Transaction Account such funds as Repo Custodian determines, in
its sole discretion, will not be the subject of a repurchase transaction.
The actions of Repo Custodian pursuant to this subparagraph (e)(v) shall
not affect the obligations and liabilities of the parties to each other
pursuant to the Master Agreement with regard to such repurchase
transaction.
(f) In the event that on a Banking Day Seller desires to substitute
Securities applicable to such repurchase transaction with Eligible
Securities and/or Cash Collateral (to the extent provided in the Master
Agreement), Repo Custodian shall perform such substitution in accordance
with the following provisions:
(i) Repo Custodian shall determine that all securities to be transferred
to the Participating Funds are Eligible Securities. Any securities which
are not eligible for repurchase transactions hereunder shall not be
included in the calculations set forth below and shall not be transferred
to the Participating Funds.
(ii) Repo Custodian shall then calculate the aggregate Market Value of the
Eligible Securities and/or Cash Collateral to be transferred. Repo
Custodian shall not make any substitution if, at the time of substitution,
the aggregate Market Value of all Securities and any Cash Collateral
applicable to such repurchase transaction immediately after such
substitution would be less than the Margin Percentage of the Repurchase
Price (calculated as if the Repurchase Date were the date of substitution).
(iii) Repo Custodian shall then deliver to the Seller, subject to the
qualifications set forth above, the Securities to be substituted against
the delivery by Repo Custodian of substitute Eligible Securities to the
Participating Funds and/or the crediting of the Transaction Account with
Cash Collateral.
(iv) In the event Seller has caused Repo Custodian to credit the
Transaction Account with Cash Collateral in lieu of substitute Eligible
Securities, and has failed to deliver Eligible Securities against such Cash
Collateral not later than the close of business on such Banking Day in
accordance with the terms of the Master Agreement, Repo Custodian shall
promptly, but in no event later than 10:00 a.m. the following Banking Day,
notify the Participating Funds and Seller of such failure.
(g) With respect to each repurchase transaction, at 11:00 a.m. New York
time, or at such other time as specified in proper instructions of the
Participating Funds (or the Custodian on behalf of the Participating Funds)
on the Repurchase Date, Repo Custodian shall debit the Seller Account and
credit the Transaction Account in the amount of the Repurchase Price and
shall transfer Securities from the Participating Funds to the Seller and
Cash Collateral, if any, from the Transaction Account to the Seller Account
in accordance with the following provisions:
(i) If the amount of available funds in the Seller Account equals or
exceeds the Repurchase Price, Repo Custodian shall debit the Seller Account
and credit the Transaction Account in the amount of the Repurchase Price
and shall transfer all Securities applicable to such repurchase transaction
from the Participating Funds to the Seller and debit the Transaction
Account and credit the Seller Account in the amount of any Cash Collateral
applicable to such repurchase transaction.
(ii) If the amount of available funds in the Seller Account is less than
the Repurchase Price, then Repo Custodian shall notify the Seller of the
amount of the deficiency and Seller shall promptly cause such amount to be
transferred to the Seller Account. If Seller fails to cause the transfer
of the entire amount of the deficiency to the Seller Account, then Repo
Custodian may, at its option and without notice to Seller, advance to
Seller the amount of such remaining deficiency. It is expressly agreed
that Repo Custodian is not obligated to make any advance to Seller. If,
following such transfer and/or advance, the amount of available funds in
the Seller Account equals or exceeds the Repurchase Price then Repo
Custodian shall debit the Seller Account and credit the Transaction Account
in the amount of the Repurchase Price and shall transfer from the
Participating Funds to the Seller all Securities applicable to such
repurchase transaction and debit the Transaction Account and credit the
Seller Account in the amount of any Cash Collateral applicable to such
repurchase transaction.
(iii) If the Seller fails to cause the transfer of the entire amount of
the deficiency, as required by (ii) above, and Repo Custodian fails to
advance to Seller an amount sufficient to eliminate the entire deficiency,
then Repo Custodian shall debit the Seller Account in the amount of all
immediately available funds designated by Seller as applicable to the
repurchase transaction and credit the Transaction Account in such amount
(such amount being referred to as the "Partial Payment") and shall transfer
Securities from the Participating Funds to the Seller such that the
aggregate Market Value of all remaining Securities and Cash Collateral in
the Transaction Account with respect to such repurchase transaction shall
at least equal the difference between Margin Percentage of the Repurchase
Price and the Partial Payment.
5. Payments on Securities. Repo Custodian shall credit to the Seller
Account as soon as received, all principal, interest and other sums paid by
or on behalf of the issuer in respect of the Securities and collected by
Repo Custodian, except as otherwise provided in Paragraph 8 of the Master
Agreement.
6. Daily Statement. On each Banking Day on which any Participating Funds
have an outstanding repurchase transaction, Repo Custodian shall deliver by
facsimile, or other electronic means acceptable to the Participating Funds,
the Custodian and the Repo Custodian, to Custodian, and to the
Participating Funds a statement identifying the Securities held by Repo
Custodian with respect to such repurchase transaction and the cash and Cash
Collateral, if any, held by Repo Custodian in the Transaction Account,
including a statement of the then current Market Value of such Securities
and the amounts, if any, credited to the Transaction Account as of the
close of trading on the previous Banking Day. Repo Custodian shall also
deliver to Custodian and the Participating Funds such additional statements
as the Repo Custodian and the Participating Funds may agree upon from time
to time.
7. Valuation.
(a) Repo Custodian shall confirm the Market Value of Securities and the
amount of Cash Collateral, if any (i) on the Sale Date prior to
transferring the Sale Price out of the Transaction Account to the Seller
Account against the receipt from Seller of the Securities and Cash
Collateral, if any, and (ii) on each Valuation Day on which such repurchase
transaction is outstanding. If on any Valuation Day the aggregate Market
Value of the Securities and Cash Collateral with respect to any repurchase
transaction is less than the Margin Percentage of the Repurchase Price
(calculated as if the Repurchase Date were such Valuation Day) for such
transaction, Repo Custodian shall promptly, but in any case no later than
10:00 a.m. the following Valuation Day, notify Seller. If on any Valuation
Day the aggregate market value of the Securities and Cash Collateral with
respect to any repurchase transaction is less than the Margin Percentage of
the Repurchase Price (calculated as if the Repurchase Date were such
Valuation Day) for such transaction, and Seller fails to deliver additional
Eligible Securities applicable to such repurchase transaction or an
additional amount of Cash Collateral by the close of business on such
Valuation Day such that the aggregate Market Value of the Securities and
Cash Collateral at least equals the Margin Percentage of the Repurchase
Price (calculated as if the Repurchase Date were such Valuation Day), Repo
Custodian shall promptly, but in any event no later than 10:00 a.m. the
following Valuation Day, notify the Participating Funds of such failure.
(b) Repo Custodian shall determine the bid side portion of the Market
Value of the Securities by reference to the independent pricing services
("Pricing Services") set forth on Schedule B. It is understood and agreed
that Repo Custodian shall use the prices made available by the Pricing
Services at the close of business of the preceding Valuation Day. In the
event that Repo Custodian is unable to obtain a valuation of any Securities
from the Pricing Services, Repo Custodian shall request a bid quotation
from a broker's broker or a broker dealer, set forth in Schedule B, other
than Seller. In the event Repo Custodian is unable to obtain a bid
quotation for any Securities from such a broker's broker or a broker
dealer, Repo Custodian (i) shall not include any such Securities in the
determination of whether the aggregate Market Value of the Securities and
any Cash Collateral equals at least the Margin Percentage of the Repurchase
Price and (ii) shall redeliver such Securities to Seller if the Market
Value of all other Securities and any Cash Collateral with respect to such
repurchase transaction equals at least the Margin Percentage of the
Repurchase Price (calculated as if the Repurchase Date were such Valuation
Day). The Repo Custodian may rely on prices quoted by Pricing Services,
broker's brokers or broker dealers, except Seller, as set forth in Schedule
B.
(c) (i) If, on any Valuation Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase transaction
is less than the Margin Percentage of the Repurchase Price (calculated as
if the Repurchase Date were such Valuation Day) applicable to such
repurchase transaction, Repo Custodian shall deliver to the Participating
Funds an amount of additional Eligible Securities applicable to such
repurchase transaction and/or debit the Seller Account and credit the
Transaction Account with an additional amount of Cash Collateral, such that
the aggregate Market Value of all Securities and any Cash Collateral with
respect to such repurchase transaction shall equal at least the Margin
Percentage of the Repurchase Price (calculated as if the Repurchase Date
were such Valuation Day) applicable to such repurchase transaction.
(ii) If, on any Valuation Day, the aggregate Market Value of the
Securities and any Cash Collateral with respect to a repurchase transaction
exceeds the Margin Percentage of the Repurchase Price (calculated as if the
Repurchase Date were such Valuation Day) applicable to such repurchase
transaction, Repo Custodian shall return to the Seller all or a portion of
such Securities or Cash Collateral, if any; provided that the Market Value
of the remaining Securities and any Cash Collateral with respect to the
repurchase transaction shall be at least equal to the Margin Percentage of
the Repurchase Price (calculated as if the Repurchase Date were such
Valuation Day) applicable to such repurchase transaction. At any time and
from time to time with respect to any repurchase transaction, if authorized
by the Participating Funds, or the Custodian on behalf of the Participating
Funds, the Repo Custodian shall debit the Transaction Account by an amount
of Cash Collateral and credit the Seller Account by the same amount of Cash
Collateral against simultaneous delivery from Seller to the Participating
Funds of Eligible Securities applicable to such repurchase transaction with
a Market Value at least equal to the amount of Cash Collateral credited and
debited.
8. Authorized Persons. Schedule C hereto sets forth those persons who are
authorized to act for Repo Custodian, Custodian, Seller and the Funds,
respectively, under this Agreement.
9. Proper Instructions. Proper instructions shall mean a tested telex,
facsimile, a written request, direction, instruction or certification
signed or initialed by or on behalf of the party giving the instructions by
one or more authorized persons (as provided in Paragraph 8); provided,
however, that no instructions directing the delivery of Securities or the
payment of funds to any individual who is an authorized signatory of
Custodian or Repo Custodian shall be signed by that individual.
Telephonic, other oral or electro-mechanical or electronic instructions
(including the code which may be assigned by Repo Custodian to Custodian
from time to time) given by one of the above authorized persons shall also
be considered proper instructions if the party receiving such instructions
reasonably believes them to have been given by an authorized person with
respect to the transaction involved. Oral instructions will be confirmed
by tested telex, facsimile or in writing in the manner set forth above.
The Funds and Seller authorize Repo Custodian to tape record any and all
telephonic or other oral instructions given to Repo Custodian. Proper
instructions may relate to specific transactions or to types or classes of
transactions, and may be in the form of standing instructions.
10. Standard of Care.
(a) Repo Custodian shall be obligated to use reasonable care and diligence
in carrying out the provisions of this Agreement and the Master Agreement
and shall be liable to the Funds and/or Seller only for direct damages
resulting from the negligence or willful misconduct of the Repo Custodian
or its officers, employees or agents. The parties hereby agree that Repo
Custodian shall not be liable for consequential, special or indirect
damages, even if Repo Custodians has been advised as to the possibility
thereof. So long as and to the extent that Repo Custodian exercises
reasonable care and diligence and acts without negligence, misfeasance or
misconduct, Repo Custodian shall not be liable to Seller or the Funds for
(i) any action taken or omitted in good faith in reliance upon proper
instructions, (ii) any action taken or omitted in good faith upon any
notice, request, certificate or other instrument reasonably believed by it
to be genuine and to be signed by the proper party or parties, (iii) any
delay or failure to act as may be required under this Agreement or under
the Master Agreement when such delay or failure is due to any act of God or
war, (iv) the actions or omissions of a Securities System, (v) the title,
validity or genuineness of any security received, delivered or held by it
pursuant to this Agreement or the Master Agreement, (vi) the legality of
the purchase or sale of any Securities by or to the Participating Funds or
Seller or the propriety of the amount for which the same are purchased or
sold (except to the extent of Repo Custodian's obligations hereunder to
determine whether securities are Eligible Securities and to calculate the
Market Value of Securities and any Cash Collateral), (vii) the due
authority of any person listed on Schedule C to act on behalf of Custodian,
Seller or the Funds, as the case may be, with respect to this Agreement or
(viii) the errors of the Pricing Services, broker's brokers or broker
dealers set forth in Schedule B.
(b) Repo Custodian shall not be liable to Seller or the Funds for, or
considered to be the custodian of, any Eligible Securities or any money to
be used in a repurchase transaction, whether or not such money is
represented by any check, draft, or other instrument for the payment of
money, until the Eligible Securities have been delivered in accordance with
Paragraph 3 or until Repo Custodian actually receives and collects such
money on behalf of Seller or the Funds directly or by the final crediting
of the Seller Account or a Transaction Account through the Securities
System, except that this Paragraph 10(b) shall not be deemed to limit the
liability of Repo Custodian to Seller or the Funds if the non-delivery of
such Eligible Securities or the failure to receive and collect such money
results from the breach by Repo Custodian of its obligations under this
Agreement or the Master Agreement.
(c) Repo Custodian shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by it are such as
properly may be held by the Participating Funds; provided that
notwithstanding anything to the contrary herein, Repo Custodian shall be
obligated to act in accordance with the guidelines and proper instructions
of the Participating Funds, or the Custodian on behalf of the Participating
Funds, with respect to the types of Eligible Securities and the issuers of
such Eligible Securities that may be used in specific repurchase
transactions.
(d) Repo Custodian promptly shall notify the Fund Agent and the Custodian
if Securities held by Repo Custodian are in default or if payment on any
Securities has been refused after due demand and presentation and Repo
Custodian shall take action to effect collection of any such amounts upon
the proper instructions of the Participating Funds, or the Custodian on
behalf of the Participating Funds, and assurances satisfactory to it that
it will be reimbursed for its costs and expenses in connection with any
such action.
(e) Repo Custodian shall have no duties, other than such duties as are
necessary to effectuate repurchase transactions in accordance with this
Agreement and the Master Agreement within the standard of care set forth in
Paragraph 10(a) above and in a commercially reasonable manner.
11. Representations and Additional Covenants of Repo Custodian.
(a) Repo Custodian represents and warrants that (i) it is duly authorized
to execute and deliver this Agreement and to perform its obligations
hereunder and has taken all necessary action to authorize such execution,
delivery and performance, (ii) the execution, delivery and performance of
this Agreement do not and will not violate any ordinance, declaration of
trust, partnership agreement, articles of incorporation, charter, rule or
statute applicable to it or any agreement by which it is bound or by which
any of its assets are affected, (iii) the person executing this Agreement
on its behalf is duly and properly authorized to do so, (iv) it has (and
will maintain) a copy of this Agreement and evidence of its authorization
in its official books and records, and (v) this Agreement has been executed
by one of its duly authorized officers at the level of Vice President or
higher.
(b) Repo Custodian further represents and warrants that (i) it has not
pledged, encumbered, hypothecated, transferred, disposed of, or otherwise
granted, any third party an interest in any Securities, (ii) it does not
have any security interest, lien or right of setoff in the Securities, and
(iii) it has not received notification from any third party, in its
capacity as Repo Custodian, custodian bank or clearing bank, of any lien,
claim, charge or encumbrance with respect to any Securities that are the
subject of such repurchase transaction. Repo Custodian agrees that (i) it
will not pledge, encumber, hypothecate, transfer, dispose of, or otherwise
grant, any third party an interest in any Securities, (ii) it will not
acquire any security interest, lien or right of setoff in the Securities,
and (iii) it will promptly notify the Fund Agent, if, during the term of
any outstanding repurchase transaction, it is notified by any third party,
in its capacity as Repo Custodian, custodian bank or clearing bank, of the
Participating Funds or Seller, of the existence of any lien, claim, charge
or encumbrance with respect to any Securities that are the subject of such
repurchase transaction.
12. Indemnification.
(a) Notwithstanding the Participating Fund's obligation to the Repo
Custodian under Paragraph 12(b) below, so long as and to the extent that
Repo Custodian is in the exercise of reasonable care and diligence and acts
without negligence, misfeasance or misconduct, Seller will indemnify Repo
Custodian and hold it harmless against any and all losses, claims, damages,
liabilities or actions to which it may become subject, and reimburse it for
any expenses (including attorneys' fees and expenses) incurred by it in
connection therewith, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon or in any way related to this
Agreement, the Master Agreement or those arrangements. Without limiting
the generality of the foregoing indemnification, Repo Custodian shall be
indemnified by Seller for all costs and expenses, including attorneys'
fees, for its successful defense against claims that Repo Custodian
breached its standard of care and was negligent or engaged in misfeasance
or misconduct.
(b) So long as and to the extent that Repo Custodian is in the exercise of
reasonable care and diligence and acts without negligence, misconduct or
misfeasance, the Participating Funds will indemnify Repo Custodian and hold
it harmless against any and all losses, claims, damages, liabilities or
actions to which it may become subject, and reimburse it for any expenses
(including attorneys' fees and expenses) incurred by it in connection
therewith, insofar as such losses, claims, damages, liabilities or actions
result from the negligence, misconduct or misfeasance of the Participating
Funds under this Agreement.
13. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise or waiver of any
thereof shall not preclude or inhibit the exercise of any additional rights
and remedies.
14. Modification or Amendment. Except as otherwise provided in this
Paragraph 14, no modification, waiver or amendment of this Agreement shall
be binding unless in writing and executed by the parties hereto. Schedule
A, listing the Funds, may be amended from time to time to add or delete
Funds by the Funds (i) delivering an executed copy of an addendum to
Schedule A to Seller and Repo Custodian, and (ii) amending Schedule A to
the Master Agreement in accordance with the provisions therein. The
amendment of Schedule A as provided above shall constitute appointment of
Repo Custodian as a custodian for such Fund. Schedule B may be amended
from time to time by an instrument in writing, or counterpart thereof,
executed by Repo Custodian, Seller and the Funds. Schedule C may be
amended from time to time to change an authorized person of: (i) the
Funds, by written notice to Repo Custodian and Seller by Ms. Sarah Zenoble
or the Treasurer of the Funds (or such persons who may be authorized from
time to time in writing by Ms. Zenoble or the President or Treasurer of
Fidelity Management and Research Company to trade on behalf of Fidelity's
taxable money market funds); (ii) Seller, by written notice to Repo
Custodian and the Funds by any Vice President of Seller; (iii) Repo
Custodian, by written notice to Seller, Custodian and the Funds by any Vice
President of Repo Custodian; and (iv) Custodian, by written notice to Repo
Custodian by any Vice President of Custodian. Schedule D may be amended
from time to time by any party hereto by delivery of written notice to the
other parties hereto. Repo Custodian shall receive notice of any amendment
to the Master Agreement at the address set forth in Schedule D hereto; and,
if such amendment would have a material adverse effect on the rights of, or
would materially increase the obligations of Repo Custodian under this
Agreement, any such amendment shall also require the consent of Repo
Custodian. Any such amendment shall be deemed not to be material if Repo
Custodian fails to object in writing within 21 days after receipt of notice
thereof. No amendment to this Agreement shall affect the rights or
obligations of any Fund with respect to any outstanding repurchase
transaction entered into under this Agreement and the Master Agreement
prior to such amendment or with respect to any actions or omissions by any
party hereto prior to such amendment. In the event of conflict between
this Agreement and the Master Agreement, the Master Agreement shall
control.
15. Termination. This Agreement shall terminate forthwith upon
termination of the Master Agreement or may be terminated by the
Participating funds or Seller on ten Banking Days' written notice to the
other parties; provided, however, that any such termination shall not
affect any repurchase transaction then outstanding or any rights or
obligations under this Agreement or the Master Agreement with respect to
any actions or omissions of any party hereto prior to termination. In the
event of termination, Repo Custodian will deliver any Securities, Cash
Collateral or cash held by it or any agent to Custodian or to such
successor custodian or custodian or subcustodian as the Participating Funds
shall instruct.
16. Compensation. Seller agrees to pay Repo Custodian compensation for
the services to be rendered hereunder, based upon rates which shall be
agreed upon from time to time.
17. Notices. Except with respect to communications between Custodian and
the Funds which shall be governed by the custodian agreement or
subcustodian agreement between such parties, as the case may be, and except
as otherwise provided herein or as the parties to the Agreement shall from
time to time otherwise agree, all instructions, notices, reports and other
communications contemplated by this Agreement shall be given to the party
entitled to receive such notice at the telephone number and address listed
on Schedule D hereto.
18. Severability. If any provision of this Agreement is held to be
unenforceable as a matter of law, the other terms and provisions hereof
shall not be affected thereby and shall remain in full force and effect.
19. Binding Nature. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assignees;
provided that, no party hereto may assign this Agreement or any of the
rights or obligations hereunder without the prior written consent of the
other parties.
20. Headings. Section headings are for reference purposes only and shall
not be construed as a part of this Agreement.
21. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF.
23. Limitation of Liability. Repo Custodian and Seller are hereby
expressly put on notice of the limitation of liability set forth in the
Declarations of Trust and in the Certificates and Agreements of Limited
Partnership of the Funds and agree that the obligations assumed by any Fund
hereunder shall be limited in all cases to a Fund and its assets or, in the
case of a series Fund, to the assets of that series only, and neither
Seller, Repo Custodian nor their respective agents or assigns shall seek
satisfaction of any such obligation from the officers, agents, employees,
directors, trustees, shareholders or partners of any such Fund or series.
24. Rights and Obligations of Each Fund. The rights and obligations set
forth in this Agreement with respect to each repurchase transaction shall
accrue only to the Participating Funds in accordance with their respective
interests therein. No other Fund shall receive any rights or have any
liabilities arising from any action or inaction of any Participating Fund
under this Agreement with respect to such repurchase transaction.
25. General Provisions. This Agreement supersedes any other custodian
agreement by and among Seller, the Funds, and Repo Custodian concerning
repurchase transactions effected through the Joint Trading Account. It is
understood and agreed that time is of the essence with respect to the
performance of each party's respective obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CHEMICAL BANK
Dated: By:
Title:
[SELLER]
Dated: By:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated: By:
Name:
Title: Treasurer of the Fidelity Investment Companies listed on Schedule
A-1 and Vice President of Fidelity Management & Research Company
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-2 HERETO
Dated: By:
Name:
Title: Director of Fidelity International (Bermuda) Funds Limited, on
behalf of the Funds listed on Schedule A-2
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated: By:
Name:
Title:
SCHEDULE A-1
DAILY MONEY FUND
Capital Reserves: Money Market Portfolio
Capital Reserves: Municipal Money Market Portfolio
Capital Reserves: U.S. Government Portfolio
Fidelity U.S. Treasury Income Portfolio
Money Market Portfolio
U.S. Treasury Portfolio
FIDELITY ADVISOR ANNUITY FUNDS
Fidelity Advisor Annuity Government Investment Fund
Fidelity Advisor Annuity Growth Opportunities Fund
Fidelity Advisor Annuity High Yield Fund
Fidelity Advisor Annuity Income & Growth Fund
Fidelity Advisor Annuity Money Market Fund
Fidelity Advisor Annuity Overseas Fund
Fidelity Advisor Annuity Strategic Income Fund
FIDELITY ADVISOR SERIES I
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Institutional Equity Portfolio Growth
FIDELITY ADVISOR SERIES II
Fidelity Advisor Government Investment Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Short Fixed-Income Fund
FIDELITY ADVISOR SERIES III
Fidelity Advisor Equity Portfolio Income
Fidelity Advisor Institutional Equity Portfolio Income
FIDELITY ADVISOR SERIES IV
Fidelity Advisor Institutional Limited Term Bond Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Institutional Short-Intermediate Government Portfolio
Fidelity Institutional Short-Intermediate Government Portfolio II
Fidelity Real Estate High Income Fund
FIDELITY ADVISOR SERIES V
Fidelity Advisor Global Resources Fund
Fidelity Advisor High Income Municipal Fund
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Overseas Portfolio
FIDELITY ADVISOR SERIES VIII
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Strategic Opportunities Fund
FIDELITY CAPITAL TRUST
Fidelity Capital Appreciation Fund
Fidelity Disciplined Equity Fund
Fidelity Stock Selector
Fidelity Value Fund
FIDELITY CHARLES STREET
Fidelity Asset Manager
Fidelity Asset Manager: Grow
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Fidelity U.S. Government Reserves
Spartan Investment-Grade Bond Fund
Spartan Short-Term Income Fund
FIDELITY COMMONWEALTH TRUST
Fidelity Intermediate Bond Fund
Fidelity Market Index Fund
Fidelity Small Cap Stock Fund
Fidelity Large Cap Stock Fund
FIDELITY CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DESTINY PORTFOLIOS
Destiny I
Destiny II
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
FIDELITY DEVONSHIRE TRUST
Fidelity Equity-Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Spartan Long-Term Government Bond Fund
FIDELITY EXCHANGE FUND
FIDELITY FINANCIAL TRUST
Fidelity Convertible Securities Fund
Fidelity Equity-Income II Fund
Fidelity Retirement Growth Fund
FIDELITY FIXED-INCOME TRUST
Fidelity Investment Grade Bond Fund
Fidelity Short-Term Income Portfolio
Spartan Government Income Fund
Spartan High Income Fund
Spartan Short-Intermediate Government Fund
FIDELITY GOVERNMENT SECURITIES FUND
FIDELITY HASTINGS STREET TRUST
Fidelity Fifty
Fidelity Fund
FIDELITY HEREFORD STREET TRUST
Spartan Money Market Fund
Spartan U.S. Government Money Market Fund
FIDELITY EMERGING ASIA FUND
FIDELITY INCOME FUND
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Spartan Limited Maturity Government Fund
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
Domestic Money Market Portfolio
Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
FIDELITY INSTITUTIONAL INVESTORS TRUST
State and Local Asset Management Series: Government Money Market
Portfolio
FIDELITY INSTITUTIONAL TRUST
Fidelity U.S. Bond Index Portfolio
Fidelity U.S. Equity Index Portfolio
FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Emerging Markets Fund
Fidelity Europe Capital Appreciation Fund
Fidelity Europe Fund
Fidelity Global Bond Fund
Fidelity International Growth & Income Fund
Fidelity International Value Fund
Fidelity Japan Fund
Fidelity Latin America Fund
Fidelity New Markets Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Short-Term World Income Fund
Fidelity Southeast Asia Fund
Fidelity Worldwide Fund
FIDELITY MAGELLAN FUND
FIDELITY MONEY MARKET TRUST
Domestic Money Market Portfolio
Retirement Government Money Market Portfolio
Retirement Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
FIDELITY MT. VERNON STREET TRUST
Fidelity Emerging Growth Fund
Fidelity Growth Company Fund
Fidelity New Millennium Fund
FIDELITY PHILLIPS STREET TRUST
Fidelity Cash Reserves
FIDELITY PURITAN TRUST
Fidelity Balanced Fund
Fidelity Global Balanced Fund
Fidelity Low-Priced Stock Fund
Fidelity Puritan Fund
FIDELITY SCHOOL STREET TRUST
Fidelity Limited Term Municipals
Spartan Bond Strategist
FIDELITY SECURITIES FUND
Fidelity Blue Chip Growth Fund
Fidelity Dividend Growth Fund
Fidelity Growth & Income Portfolio
Fidelity OTC Portfolio
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
American Gold Portfolio
Automotive Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Products Portfolio
Defense and Aerospace Portfolio
Developing Communications Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Environmental Services Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Home Finance Portfolio
Industrial Equipment Portfolio
Industrial Materials Portfolio
Insurance Portfolio
Leisure Portfolio
Medical Delivery Portfolio
Money Market Portfolio
Multimedia Portfolio
Natural Gas Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Regional Banks Portfolio
Retailing Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Growth Portfolio
FIDELITY STERLING PERFORMANCE PORTFOLIO, LP.
FIDELITY SUMMER STREET TRUST
Fidelity Capital & Income Fund
FIDELITY TREND FUND
FIDELITY UNION STREET TRUST
Fidelity Export Company Fund
Spartan Ginnie Mae Fund
FIDELITY UNION STREET TRUST II
Fidelity Daily Income Trust
Spartan World Money Market Fund
FIDELITY U.S. INVESTMENTS - BOND FUND, LP.
FIDELITY U.S. INVESTMENTS - GOVERNMENT SECURITIES FUND, LP.
FIDELITY YEN PERFORMANCE PORTFOLIO, LP.
SPARTAN U.S. TREASURY MONEY MARKET FUND
VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Money Market Portfolio
Overseas Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager: Growth Portfolio
Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
DIVIDEND FUNDING
REDEMPTION FUNDING
SCHEDULE A-2
FIDELITY INTERNATIONAL (BERMUDA) FUNDS LTD.
Fidelity International U.S. Treasury Portfolio
FIDELITY INCOME PLUS FUND
SCHEDULE A-3
ACCOUNTS
Massachusetts Municipal Depository Trust
SCHEDULE A-4
ACCOUNTS
The Fidelity Group Trust for Employee Benefits Plans
SCHEDULE B
PRICING SOURCES
PRICING SERVICES
U.S. Government Securities Interactive Data Services or Mellon Data
Services
GNMA Interactive Data Services
FHLMC Interactive Data Services
All other U.S. Government
and Agency Securities Interactive Data Services or Mellon Data Services
BROKERS' BROKERS AND BROKER DEALERS
U.S. Government Securities - Any Primary Dealer
GNMA - Any Primary Broker-Dealer's bid rate for such security
FHLMC - Any Primary Broker-Dealer's bid rate for such security
All other U.S. Government and Agency Securities - Any Primary
Broker-Dealer's bid rate for such security
Prices shall be as of the business day immediately preceding the date of
determination or the last quote available. The pricing services, Brokers'
Brokers and Broker Dealers may be changed from time to time by agreement of
all the parties.
SCHEDULE C
AUTHORIZED PERSONS
Repo Custodian
Custodian
Seller
The Funds
Barron, Leland C. Harlow, Katharyn M. Stehman, Burnell R.
Carbone, John M. Henning, Frederick L. Jr. Todd, Deborah
Curtis, Fritz Huyck, Timothy Todd, John J.
Duby, Robert K. Jamen, Jon Torres, Joseph E.
Egan, Dorothy T. Litterst, Robert Williams, Richard
Glocke, David Silver, Samuel Zenoble, Sarah
SCHEDULE D
NOTICES
If to Custodian: Morgan Guaranty Trust Co. of New York
15 Broad Street, 16th Floor
New York, New York 10015
Telephone: (212) 483-4150
Attention: Ms. Kimberly Smith
or
The Bank of New York
One Wall Street, 4th Floor
New York, NY 10286
Telephone: (212) 635-4857
Attention: Mr. Daniel Hogenauer
With a copy to the Fund Agent
If to Repo Custodian: Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Mr. Anthony Isola
If to Seller: ________________________
________________________
________________________
________________________
If to any of the Funds: FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah R. Todd or
Mr. Samuel Silver
If to the Fund Agent: Fidelity Investments
[Name of Fund]
PO Box 650471
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 584-4071
Attention: Mr. Mark Mufler
199469.c2
SCHEDULE 2
Schedule of Counterparties for
Chemical Bank "Form of" Fidelity Group Repo Custodian
Agreement for Joint Trading Account
Chase Securities, Inc.
CS First Boston Corp.
Dresdner Securities (U.S.A.), Inc.
Greenwich Capital Markets, Inc.
HSBC Securities, Inc.
Lehman Government Securities, Inc.
Merrill Lynch Government Securities, Inc.
Paine Webber, Inc.
Salomon Brothers, Inc.
UBS Securities, Inc.
FORM OF
FIRST AMENDMENT TO
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN
THE BANK OF NEW YORK
AND
FIDELITY FUNDS
FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE
BANK OF NEW YORK AND FIDELITY FUNDS, dated as of ____, 199_, by and between
THE BANK OF NEW YORK ("Custodian") and each of the entities listed on
SchedulesA-1, A-2, A-3 and A-4 hereto on behalf of itself or, (i) in the
case of a series company, on behalf of one or more of its portfolios or
series listed on SchedulesA-1 or A-2 hereto, (ii) in the case of the
accounts listed on Schedule A-3 hereto, acting through Fidelity Management
& Research Company, and (iii)in the case of the commingled or individual
accounts listed on Schedule A-4 hereto, acting through Fidelity Management
Trust Company (collectively, the "Funds" and each, a "Fund").
WITNESSETH
WHEREAS, Custodian and certain of the Funds have entered into that certain
Joint Trading Account Custody Agreement between The Bank of New York and
Fidelity Funds, dated as of ____, 199_ (the "Agreement"), pursuant to which
the Funds have appointed the Custodian as its custodian for the purpose of
establishing and administering one or more joint trading accounts or
subaccounts thereof (individually, an "Account" and collectively, the
"Accounts") and holding cash and securities for the Funds in connection
with repurchase transactions effected through the Accounts; and
WHEREAS, Seller and the Funds desire to amend the Agreement as set forth
below.
NOW, THEREFORE, in consideration of the premises and mutual promises and
covenants contained herein, the parties hereto agree as follows. Unless
otherwise defined herein or the context otherwise requires, terms used in
this Amendment, including the preamble and recitals, have the meanings
provided in the Agreement.
The Agreement is hereby amended by deleting Paragraph2.03(f) in its
entirety and substituting the following in lieu thereof:
"(f) Overdraft. In the event that the Custodian is directed by Proper
Instructions to make any payment or transfer of funds on behalf of a Fund
for which there would be, at the close of business on the date of such
payment or transfer, insufficient funds held by the Custodian on behalf of
such Fund, the Custodian may, in its discretion, provide an overdraft
("Overdraft") to the Fund (such Fund being referred to herein as an
"Overdraft Fund"), in an amount sufficient to allow the completion of such
payment or transfer. Any Overdraft provided hereunder: (a) shall be
payable on the next Business Day, unless otherwise agreed by the Overdraft
Fund and the Custodian; and (b) shall accrue interest from the date of the
Overdraft to the date of payment in full by the Overdraft Fund at a rate
agreed upon in writing, from time to time, by the Custodian and the
Overdraft Fund. The Custodian and the Funds acknowledge that the purpose
of such Overdrafts is to temporarily finance the purchase or sale of
securities for prompt delivery in accordance with the terms hereof. The
Custodian hereby agrees to notify each Overdraft Fund by 3:00 p.m., New
York time, of the amount of any Overdraft. Provided that Custodian has
given the notice required by this subparagraph (f), the Funds hereby agree
that, as security for the Overdraft of an Overdraft Fund, the Custodian
shall have a continuing lien and security interest in and to all interest
of such Overdraft Fund in Securities whose purchase is financed by
Custodian and which are in Custodian's possession or in the possession or
control of any third party acting on Custodian's behalf and the proceeds
thereof. In this regard, Custodian shall be entitled to all the rights and
remedies of a pledgee under common law and a secured party under the New
York Uniform Commercial Code and any other applicable laws or regulations
as then in effect."
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered under seal by their duly authorized officers.
BANK OF NEW YORK
Dated: By:
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated: By:
Name:
Title: Treasurer of the Fidelity Investment Companies listed on
ScheduleA-1 and Vice President of Fidelity Management& Research Company
FIDELITY INVESTMENT COMPANIES ON SCHEDULE A-2 HERETO
Dated: By:
Name:
Title: Director of the Fidelity International (Bermuda) Funds Limited,
on behalf of the Funds listed on Schedule A-2
ACCOUNTS LISTED ON SCHEDULE
A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated: By:
Title:
SCHEDULE A-1
DAILY MONEY FUND
Capital Reserves: Money Market Portfolio
Capital Reserves: U.S. Government Portfolio
Fidelity U.S. Treasury Income Portfolio
Money Market Portfolio
U.S. Treasury Portfolio
FIDELITY ADVISOR ANNUITY FUNDS
Fidelity Advisor Annuity Government Investment Fund
Fidelity Advisor Annuity Growth Opportunities Fund
Fidelity Advisor Annuity High Yield Fund
Fidelity Advisor Annuity Income & Growth Fund
Fidelity Advisor Annuity Money Market Fund
Fidelity Advisor Annuity Overseas Fund
FIDELITY ADVISOR SERIES I
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Institutional Equity Portfolio Growth
FIDELITY ADVISOR SERIES II
Fidelity Advisor Government Investment Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Short Fixed-Income Fund
FIDELITY ADVISOR SERIES III
Fidelity Advisor Equity Income
FIDELITY ADVISOR SERIES IV
Fidelity Advisor Limited Term Bond Fund
Fidelity Real Estate High Income Fund
Fidelity Institutional Short-Intermediate Government Portfolio
FIDELITY ADVISOR SERIES V
Fidelity Advisor Global Resources Fund
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Overseas Portfolio
FIDELITY ADVISOR SERIES VIII
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Strategic Income Fund
FIDELITY CAPITAL TRUST
Fidelity Capital Appreciation Fund
Fidelity Disciplined Equity Fund
Fidelity Stock Selector
Fidelity Value Fund
FIDELITY CHARLES STREET
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Spartan Investment-Grade Bond Fund
Spartan Short-Term Income Fund
FIDELITY COMMONWEALTH TRUST
Fidelity Intermediate Bond Fund
Fidelity Market Index Fund
Fidelity Small Cap Stock Fund
Fidelity Large Cap Stock Fund
FIDELITY CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DESTINY PORTFOLIOS
Destiny I
Destiny II
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
FIDELITY DEVONSHIRE TRUST
Fidelity Equity-Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Spartan Long-Term Government Bond Fund
FIDELITY EXCHANGE FUND
FIDELITY FINANCIAL TRUST
Fidelity Convertible Securities Fund
Fidelity Equity-Income II Fund
Fidelity Retirement Growth Fund
FIDELITY FIXED-INCOME TRUST
Fidelity Investment Grade Bond Fund
Fidelity Short-Term Bond Portfolio
Spartan Government Income Fund
Spartan High Income Fund
Spartan Short-Intermediate Government Fund
FIDELITY GOVERNMENT SECURITIES FUND
FIDELITY HASTINGS STREET TRUST
Fidelity Fifty
Fidelity Fund
FIDELITY HEREFORD STREET TRUST
Spartan Money Market Fund
Spartan U.S. Government Money Market Fund
FIDELITY ADVISOR KOREA FUND, INC.
FIDELITY EMERGING ASIA FUND
FIDELITY INCOME FUND
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Spartan Limited Maturity Government Fund
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
Domestic Money Market Portfolio
Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
FIDELITY INSTITUTIONAL INVESTORS TRUST
State and Local Asset Management Series: Government Money Market Portfolio
FIDELITY INSTITUTIONAL TRUST
Fidelity U.S. Bond Index Portfolio
Fidelity U.S. Equity Index Portfolio
FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Emerging Markets Fund
Fidelity Europe Capital Appreciation Fund
Fidelity Europe Fund
Fidelity Global Bond Fund
Fidelity International Growth & Income Fund
Fidelity International Value Fund
Fidelity Japan Fund
Fidelity Latin America Fund
Fidelity New Markets Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Short-Term World Income Fund
Fidelity Southeast Asia Fund
Fidelity Worldwide Fund
FIDELITY MAGELLAN FUND
FIDELITY MONEY MARKET TRUST
Domestic Money Market Portfolio
Retirement Government Money Market Portfolio
Retirement Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
FIDELITY MT. VERNON STREET TRUST
Fidelity Emerging Growth Fund
Fidelity Growth Company Fund
Fidelity New Millennium Fund
FIDELITY PHILLIPS STREET TRUST
Fidelity Cash Reserves
Fidelity U.S. Government Reserves
FIDELITY PURITAN TRUST
Fidelity Balanced Fund
Fidelity Global Balanced Fund
Fidelity Low-Priced Stock Fund
Fidelity Puritan Fund
FIDELITY SCHOOL STREET TRUST
Spartan Bond Strategist
FIDELITY SECURITIES FUND
Fidelity Blue Chip Growth Fund
Fidelity Dividend Growth Fund
Fidelity Growth & Income Portfolio
Fidelity OTC Portfolio
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
American Gold Portfolio
Automotive Portfolio
FIDELITY SELECT PORTFOLIOS (CONTINUED)
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Products Portfolio
Defense and Aerospace Portfolio
Developing Communications Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Environmental Services Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Home Finance Portfolio
Industrial Equipment Portfolio
Industrial Materials Portfolio
Insurance Portfolio
Leisure Portfolio
Medical Delivery Portfolio
Money Market Portfolio
Multimedia Portfolio
Natural Gas Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Regional Banks Portfolio
Retailing Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Growth Portfolio
FIDELITY STERLING PERFORMANCE PORTFOLIO, LP.
FIDELITY SUMMER STREET TRUST
Fidelity Capital & Income Fund
FIDELITY TREND FUND
FIDELITY UNION STREET TRUST
Fidelity Export Company Fund
Spartan Ginnie Mae Fund
FIDELITY UNION STREET TRUST II
Fidelity Daily Income Trust
Spartan World Money Market Fund
FIDELITY U.S. INVESTMENTS - BOND FUND, LP.
FIDELITY U.S. INVESTMENTS - GOVERNMENT SECURITIES FUND, LP.
FIDELITY YEN PERFORMANCE PORTFOLIO, LP.
NORTH CAROLINA CAPITAL MANAGEMENT TRUST
Cash Portfolio
Term Portfolio
SPARTAN U.S. TREASURY MONEY MARKET FUND
VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Money Market Portfolio
Overseas Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager: Growth Portfolio
Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
DIVIDEND FUNDING
REDEMPTION FUNDING
SCHEDULE A-2
FIDELITY INTERNATIONAL (BERMUDA) FUNDS LTD.
Fidelity International U.S. Treasury Portfolio
FIDELITY INCOME PLUS FUND
SCHEDULE A-3
ACCOUNTS
Massachusetts Municipal Depository Trust
SCHEDULE A-4
ACCOUNTS
The Fidelity Group Trust for Employee Benefits Plans
191923.c1
FORM OF
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
Between
THE BANK OF NEW YORK
and
FIDELITY FUNDS
Dated as of: ____, 199_
TABLE OF CONTENTS
Page
ARTICLE I - APPOINTMENT OF CUSTODIAN 2
ARTICLE II - POWERS AND DUTIES OF CUSTODIAN 2
Section 2.01. Establishment of Accounts 2
Section 2.02. Receipt of Funds 2
Section 2.03. Repurchase Transactions 2
Section 2.04. Other Transfers 4
Section 2.05. Custodian's Books and Records 5
Section 2.06. Reports by Independent Certified Public Accountants 5
Section 2.07. Securities System 6
Section 2.08. Collections 6
Section 2.09. Notices, Consents, Etc 6
Section 2.10. Notice of Custodian's Inability to Perform 7
ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS 7
Section 3.01. Proper Instructions; Special Instruction 7
Section 3.02. Authorized Persons 8
Section 3.03. Investment Limitations 8
Section 3.04. Persons Having Access to Assets of the Funds 8
Section 3.05. Actions of Custodian Based on Proper Instructions and Special
Instructions 9
ARTICLE IV - STANDARD OF CARE; INDEMNIFICATION 9
Section 4.02. Liability of Custodian for Actions of Securities Systems 9
Section 4.03. Indemnification 9
Section 4.04. Funds, Right to Proceed 10
ARTICLE V - COMPENSATION 11
Section 5.01. Compensation 11
Section 5.02. Waiver of Right of Set-Off 11
ARTICLE VI - TERMINATION 11
Section 6.01. Events of Termination 11
Section 6.02. Successor Custodian; Payment of Compensation 11
ARTICLE VII - MISCELLANEOUS 12
Section 7.01. Representative Capacity and Binding Obligation 12
Section 7.02. Entire Agreement 12
Section 7.03. Amendments 12
Section 7.04. Interpretation 12
Section 7.05. Captions 13
Section 7.06. Governing Law 13
Section 7.07. Notice and Confirmations 13
Section 7.08. Assignment 14
Section 7.09. Counterparts 14
Section 7.10. Confidentiality; Survival of Obligations 14
FORM OF
JOINT TRADING ACCOUNT CUSTODY AGREEMENT
AGREEMENT dated as of ____, 199_ by and between The Bank of New York
(hereinafter referred to as the "Custodian") and each of the entities
listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of
itself or, (i) in the case of a series company, on behalf of one or more of
its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the
case of the accounts listed on Schedule A-3 hereto, acting through Fidelity
Management & Research Company, and (iii) in the case of the commingled or
individual accounts listed on Schedule A-4 hereto, acting through Fidelity
Management Trust Company (collectively, the "Funds" and each, a "Fund").
W I T N E S S E T H
WHEREAS, each of the Funds desire to appoint the Custodian as its
custodian for the purpose of establishing and administering one or more
joint trading accounts or subaccounts thereof (individually, an "Account"
and collectively, the "Accounts") and holding cash and securities for the
Funds in connection with repurchase transactions effected through the
Accounts; and
WHEREAS, one or more of the Funds may, from time to time, enter into one
or more written repurchase agreements pursuant to which one or more of the
Funds agrees to purchase and resell, and the sellers named in such
agreements agree to sell and repurchase through the Accounts, certain
securities (collectively, the "Securities") (such repurchase agreements
being hereinafter referred to, collectively, as the "Repurchase
Agreements"); and
WHEREAS, each of the custodians identified in ScheduleB hereto (each, a
"Fund Custodian") serves as the primary custodian for one or more of the
Funds; and
WHEREAS, from time to time one or more of the Funds may arrange to
transfer cash or Securities from one or more Fund Custodians to the
Custodian or transfer cash or Securities from the Custodian to one or more
Fund Custodians, or in the case of Funds in which Custodian is also Fund
Custodian, such Fund may arrange for transfer of cash or Securities between
an Account and an account maintained by Custodian in its capacity as Fund
Custodian for such Fund, in each event in connection with Repurchase
Agreement transactions; and
WHEREAS, from time to time, such Funds may arrange to transfer cash or
securities from the Custodian to the seller in such Repurchase Agreement
transactions, or in the case in which Custodian is also the clearing bank
for such seller, such Funds may arrange for transfer of cash or securities
between an Account and an account maintained by Custodian for such seller
in its capacity as clearing bank, in each event in connection with
two-party Repurchase Agreement transactions; and
WHEREAS, each of the custodians identified in ScheduleC hereto (each, a
"Repo Custodian") serves as a third-party custodian of the Funds for
purposes of effecting third-party Repurchase Agreement transactions; and
WHEREAS, from time to time one or more of the Funds may arrange to
transfer cash or Securities from the Custodian to one or more Repo
Custodians or transfer cash or Securities from one or more Repo Custodians
to the Custodian, or in the case in which Custodian is also Repo Custodian,
such Funds may arrange for transfer of cash or securities between an
Account and an account maintained for such Funds in its capacity as Repo
Custodian, in each event in connection with third-party Repurchase
Agreement transactions;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - APPOINTMENT OF CUSTODIAN
Each of the Funds hereby employs and appoints the Custodian as its
custodian, subject to the terms and provisions of this Agreement.
ARTICLE II - POWERS AND DUTIES OF CUSTODIAN
As custodian, the Custodian shall have and perform the powers and duties,
and only such powers and duties, as are set forth in this Agreement.
Section 2.01. Establishment of Accounts. The Custodian shall establish
one or more Accounts as segregated joint trading accounts for the Funds
through which the Funds shall, from time to time, effect Repurchase
Agreement transactions.
Section 2.02. Receipt of Funds. The Custodian shall, from time to time,
receive funds for or on behalf of the Funds and shall hold such funds in
safekeeping. Upon receipt of Proper Instructions, the Custodian shall
credit funds so received to one or more Accounts designated in such Proper
Instructions. Promptly after receipt of such funds from the Fund Custodian
or a Repo Custodian or promptly following the transfer to an Account from
any account maintained by Custodian in its capacity as Fund Custodian, or
as Repo Custodian, the Custodian shall provide written confirmation of such
receipt to the Fund Custodian or Repo Custodian, when and as applicable,
and of such receipt or transfer to the Fund Agent designated in Section
7.07(b) hereof (the "Fund Agent"). The Custodian shall designate on its
books and records the funds allocable to each Account and the identity of
each Fund participating in such Account.
Section 2.03. Repurchase Transactions. The Funds may, from time to time,
enter into Repurchase Agreement transactions. In connection with each such
Repurchase Agreement transaction, unless otherwise specifically directed by
Special Instructions, the Custodian shall take the following actions:
(a) Purchase of Securities. Upon receipt of Proper Instructions, the
Custodian shall pay for and receive Securities and any cash denominated in
U.S. Dollars which is serving as collateral ("Cash Collateral"), provided
that payment therefor shall be made by the Custodian only against prior or
simultaneous receipt of the Securities and any Cash Collateral in the
manner prescribed in subsection 2.03(b) below. Except as provided in
Section2.04 hereof, in no event shall the Custodian deliver funds from an
Account for the purchase of Securities and any Cash Collateral prior to
receipt of the Securities and any Cash Collateral by the Custodian or a
Securities System (as hereinafter defined). The Custodian is not under any
obligation to make credit available to the Funds to complete transactions
hereunder. Promptly after the transfer of funds and receipt of Securities
and any Cash Collateral, the Custodian shall provide a confirmation to the
Fund Agent, setting forth (i) the Securities and any Cash Collateral which
the Custodian has received pursuant to the Repurchase Agreement
transaction, (ii) the amount of funds transferred from the applicable
Account, and (iii) any security or transaction identification numbers
reasonably requested by the Fund Agent.
(b) Receipt and Holding of Securities. In connection with each Repurchase
Agreement transaction, the Custodian shall receive and hold the Securities
as follows: (i) in the case of certificated securities, by physical receipt
of the certificates or other instruments representing such Securities and
by physical segregation of such certificates or instruments from other
assets of the Custodian in a manner indicating that such Securities belong
to specified Funds; and (ii) in the case of Securities held in book-entry
form by a Securities System (as hereinafter defined), by appropriate
transfer and registration of such Securities to a customer only account of
the Custodian on the book-entry records of the Securities System, and by
appropriate entry on the books and records of the Custodian identifying
such Securities as belonging to specified Funds.
(c) Sale of Securities. Upon receipt of Proper Instructions, the
Custodian shall make delivery of Securities and any Cash Collateral held in
or credited to an Account against prior or simultaneous payment for such
Securities in immediately available funds in the form of: (i) cash, bank
credit, or bank wire transfer received by the Custodian; or (ii) credit to
the customer only account of the Custodian with a Securities System.
Notwithstanding the foregoing, the Custodian shall make delivery of
Securities held in physical form in accordance with "street delivery
custom" to a broker or its clearing agent, against delivery to the
Custodian of a receipt for such Securities; provided that the Custodian
shall have taken all actions possible to ensure prompt collection of the
payment for, or the return of such Securities by the broker or its clearing
agent. Promptly after the transfer of Securities and any Cash Collateral
and the receipt of funds, the Custodian shall provide a confirmation to the
Fund Agent, setting forth the amount of funds received by the Custodian or
a Securities System for credit to the applicable Account.
(d) Additional Functions. Upon receipt of Proper Instructions, the
Custodian shall take all such other actions as specified in such Proper
Instructions and as shall be reasonable or necessary with respect to
Repurchase Agreement transactions and the Securities and funds transferred
and received pursuant to such transactions, including, without limitation,
all such actions as shall be prescribed in the event of a default under a
Repurchase Agreement.
(e) Nondiscretionary Functions. The Custodian shall attend to all
non-discretionary details in connection with the purchase, sale, transfer
or other dealings with Securities or other assets of the Funds held by the
Custodian.
(f) In the event that the Custodian is directed by Proper Instructions to
make any payment or transfer of funds on behalf of a Fund for which there
would be, at the close of business on the date of such payment or transfer,
insufficient funds held by the Custodian on behalf of such Fund, the
Custodian may, in its discretion, provide an overdraft ("Overdraft") to the
Fund, in an amount sufficient to allow the completion of such payment or
transfer. Any Overdraft provided hereunder: (a) shall be payable on the
next Business Day, unless otherwise agreed by the Fund and the Custodian;
and (b) shall accrue interest form the date of the Overdraft to the date of
payment in full by the Fund at a rate agreed upon in writing, from time to
time, by the Custodian and the Fund. The Custodian and the Funds
acknowledge that the purpose of such Overdrafts is to temporarily finance
the purchase or sale of securities for prompt delivery in accordance with
the terms hereof, or to meet emergency expenses not reasonably foreseeable
by a particular Fund. The Funds hereby agree that the Custodian shall have
a continuing lien and security interest in and to all Securities whose
purchase is financed by Custodian and which are in Custodian's possession
or in the possession or control of any third party acting on Custodian's
behalf and the proceeds thereof. In this regard, Custodian shall be
entitled to all the rights and remedies of a pledgee under common law and a
secured party under the New York Uniform Commercial Code and any other
applicable laws or regulations as then in effect.
Section 2.04. Other Transfers.
(a) In addition to transfers of funds and Securities referred to in
Section 2.03, the Custodian shall transfer funds and Securities held in an
Account: (a) upon receipt of Proper Instructions, to (i)any Fund
Custodian, or (ii)any other account maintained for any Fund by the
Custodian in its capacity as a Fund Custodian, (iii)any Repo Custodian or
(iv) any other account maintained for any Fund by the Custodian in its
capacity as a Repo Custodian; or (b) upon receipt of Special Instructions,
and subject to Section 3.04 hereof, to any other person or entity
designated in such Special Instructions.
(b) Determination of Fund Custodian Daily Net Amount. On each banking
day, based upon daily transaction information provided to the Custodian by
the Funds, Custodian shall determine: (i) the amount of cash due to be
transferred on such day by each Fund Custodian to the Custodian in
connection with all Repurchase Agreement transactions in which the date
fixed for the repurchase and resale of Securities is the banking day next
following the date on which the sale and purchase of such Securities takes
place (each, an "Overnight Repo Transaction") to be effected through the
Accounts in such day; and (ii) the amount of cash due to be transferred on
such day by Custodian to such Fund Custodian in connection with all
outstanding Overnight Repo Transactions previously effected through the
Accounts (the difference between (i) and (ii) with respect to each Fund
Custodian being referred to as the "Fund Custodian Daily Net Amount"). On
each banking day, Custodian shall notify each Fund Custodian of the
foregoing determination and, unless otherwise directed in accordance with
Proper Instructions, Custodian shall (i) instruct such Fund Custodian to
transfer cash to the Custodian equal to the Fund Custodian Daily Net Amount
(if the Fund Custodian Daily Net Amount is positive) or (ii) transfer to
such Fund Custodian cash equal to the Fund Custodian Daily Net Amount (if
the Fund Custodian Daily Net Amount is negative).
(c) Determination of Repo Custodian Daily Net Amount. On each banking
day, based upon daily transaction information provided to the Custodian by
the Funds and each Repo Custodian, Custodian shall determine: (i)the
amount of cash due to be transferred on such day by each Repo Custodian on
behalf of the Funds to all counterparties in connection with all
third-party Overnight Repo Transactions to be effected through the Accounts
on such day; and (ii)the amount of cash due to be transferred on such day
by each Repo Custodian on behalf of all counterparties to the Funds in
connection with all outstanding third-party Overnight Repo Transactions
previously effected through the Accounts (the difference between (i) and
(ii) with respect to each Repo Custodian being referred to as the "Repo
Custodian Daily Net Amount"). On each banking day, Custodian shall notify
the Funds of the foregoing determinations and, unless otherwise directed in
accordance with Proper Instructions, Custodian shall (i)transfer to each
Repo Custodian cash equal to the Repo Custodian Daily Net Amount (if the
Repo Custodian Daily Net Amount is positive) or (ii)instruct each Repo
Custodian to transfer to the Custodian cash equal to the Repo Custodian
Daily Net Amount (if the Repo Custodian Daily Net Amount is negative).
Section 2.05. Custodian's Books and Records. The Custodian shall provide
any assistance reasonably requested by the Funds in the preparation of
reports to shareholders of the Funds and others, audits of accounts, and
other ministerial matters of like nature. The Custodian shall maintain
complete and accurate records with respect to cash and Securities held for
the benefit of the Funds as required by the rules and regulations of the
Securities and Exchange Commission applicable to investment companies
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), including: (a) journals or other records of
original entry containing a detailed and itemized daily record of all
receipts and deliveries of securities (including certificate and
transaction identification numbers, if any), and all receipts and
disbursements of cash; (b) ledgers or other records reflecting Securities
in transfer, and Securities in physical possession; and (c) cancelled
checks and bank records related thereto. The Custodian shall keep such
other books and records of the Funds relating to repurchase transactions
effected through the Accounts as the Funds shall reasonably request. Such
books and records maintained by the Custodian shall reflect at all times
the identity of each Fund participating in each Account and the aggregate
amount of the Securities and any Cash Collateral held by the Custodian on
behalf of the Funds in such Account pursuant to this Agreement. All such
books and records maintained by the Custodian shall be maintained in a form
acceptable to the Funds and in compliance with the rules and regulations of
the Securities and Exchange Commission, including, but not limited to,
books and records required to be maintained by Section 31(a) of the
Investment Company Act and the rules from time to time adopted thereunder.
All books and records maintained by the Custodian relating to the Accounts
shall at all times be the property of the Funds and shall be available
during normal business hours for inspection and use by the Funds and their
agents, including, without limitation, their independent certified public
accountants. Notwithstanding the preceding sentence, the Funds shall not
take any actions or cause Custodian to take any actions which would cause,
either directly or indirectly, the Custodian to violate any applicable
laws, regulations, rules or orders.
Section 2.06. Reports by Independent Certified Public Accountants. At the
request of the Funds, the Custodian shall deliver to the Funds such annual
reports and other interim reports prepared by the independent certified
public accountants of the Custodian with respect to the services provided
by the Custodian under this Agreement, including, without limitation, the
Custodian's accounting system, internal accounting control and procedures
for safeguarding Securities, including Securities deposited and/or
maintained in a Securities System. Such reports, which shall be of
sufficient scope and in sufficient detail as may reasonably be required by
the Funds and as may reasonably by obtained by the Custodian, shall provide
reasonable assurance to the Funds that the procedures employed by the
independent certified public accountants are reasonably designed to detect
any material inadequacies with respect to the matters discussed in the
report, shall state in detail the material inadequacies disclosed by such
examination, and, if no such inadequacies exist, shall so state.
Section 2.07. Securities System. As used herein the term "Securities
System" shall mean each of the following: (a) the Depository Trust
Company; (b) the Participants Trust Company; (c) any book-entry system as
provided in (i) Subpart0 of Treasury Circular No. 300, 31CFR 306.115, (ii)
SubpartB of Treasury Circular Public Debt Series No. 27-76, 31CFR 350.2, or
(iii) the book-entry regulations of federal agencies substantially in the
form of 31CFR 306.115; or (d) any domestic clearing agency registered with
the Securities and Exchange Commission under Section17A of the Securities
Exchange Act of 1934, as amended (or as may otherwise be authorized by the
Securities and Exchange Commission to serve in the capacity of depository
or clearing agent for the securities or other assets of investment
companies) which acts as a securities depository and the use of which has
been approved in Special Instructions. Use of a Securities System by the
Custodian shall be in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if any, and
subject to the following provisions:
(A) The Custodian may deposit and/or maintain Securities held hereunder in
a Securities System, provided that such Securities are represented in an
account of the Custodian in the Securities System which account shall not
contain any assets of the Custodian other than assets held as a fiduciary,
custodian, or otherwise for customers.
(B) The Custodian shall, if requested by the Funds, provide the Funds with
all reports obtained by the Custodian with respect to the Securities
System's accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System.
(C) Upon receipt of Special Instructions, the Custodian shall terminate
the use hereunder of any Securities System (except for the federal
book-entry system) as promptly as practicable and shall take all actions
reasonably practicable to safeguard the Securities and other assets of the
Funds maintained with such Securities System.
Section 2.08. Collections. The Custodian shall (a) collect, receive and
deposit in the applicable Account all income and other payments with
respect to Securities held by the Custodian hereunder; (b) endorse and
deliver any instruments required to effect such collection; and (c) execute
ownership and other certificates and affidavits for all federal, state and
foreign tax purposes in connection with receipt of income or other payments
with respect to Securities, or in connection with the transfer of
Securities.
Section 2.09. Notices, Consents, Etc. The Custodian shall deliver to the
Funds, in the most expeditious manner practicable, all notices, consents or
announcements affecting or relating to Securities held by the Custodian on
behalf of the Funds that are received by the Custodian, and, upon receipt
of Proper Instructions, the Custodian shall execute and deliver such
consents or other authorizations as may be required.
Section 2.10. Notice of Custodian's Inability to Perform. The Custodian
shall promptly notify the Funds in writing by facsimile transmission or
such other manner as the Funds may designate, if, for any reason: (a) the
Custodian determines that it is unable to perform any of its duties or
obligations hereunder or its duties or obligations with respect to any
repurchase transaction; or (b) the Custodian reasonably foresees that it
will be unable to perform any such duties or obligations.
ARTICLE III - PROPER INSTRUCTIONS AND RELATED MATTERS
Section 3.01. Proper Instructions; Special Instruction.
(a) Proper Instructions. As used herein, the term "Proper Instructions"
shall mean: (i) a tested telex, a written (including, without limitation,
facsimile transmission) request, direction, instruction or certification
signed or initialed by one or more Authorized Persons (as hereinafter
defined); (ii) a telephonic or other oral communication by one or more
Authorized Persons; or (iii) a communication effected directly between
electromechanical or electronic devices or systems (including, without
limitation, computers) by one or more Authorized Persons; provided,
however, that communications of the types described in clauses (ii) and
(iii) above purporting to be given by an Authorized Person shall be
considered Proper Instructions only if the Custodian reasonably believes
such communications to have been given by an Authorized Person with respect
to the transaction involved. Proper Instructions in the form of oral
communications shall be confirmed by the Funds by tested telex or in
writing in the manner set forth in clause(i) above, but the lack of such
confirmation shall in no way affect any action taken by the Custodian in
reliance upon such oral instructions prior to the Custodian's receipt of
such confirmation. Each of the Funds and the Custodian is hereby
authorized to record any and all telephonic or other oral instructions
communicated to the Custodian. Proper Instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form
of standing instructions.
(b) Special Instructions. As used herein, the term "Special Instructions"
shall mean Proper Instructions countersigned or confirmed in writing by, in
the case of the entities listed in Schedules A-1 or A-2 hereto, the
Treasurer or any Assistant Treasurer of the Funds or any other person
designated in writing by the Treasurer of the Funds, and in the case of
each of the entities listed on Schedules A-3 or A-4, by the officer who is
a signatory to this Agreement on behalf of such entity or any other person
designated in writing by such officer or an officer of such entity of
higher authority, which countersignature or written confirmation shall be
(i) included on the same instrument containing the Proper Instructions or
on a separate instrument relating thereto, and (ii) delivered by hand, by
facsimile transmission, or in such other manner as the parties hereto may
agree in writing.
(c) Address for Proper Instructions and Special Instructions. Proper
Instructions and Special Instructions shall be delivered to the Custodian
at the address and/or telephone, telecopy or telex number agreed upon from
time to time by the Custodian and the Funds.
Section 3.02. Authorized Persons. Concurrently with the execution of this
Agreement and from time to time thereafter, as appropriate, the Funds shall
deliver to the Custodian, duly certified as appropriate by the Treasurer or
any Assistant Treasurer of the Funds or by a Secretary or Assistant
Secretary of the Funds, and in the case of each of the entities listed on
Schedules A-3 or A-4, by the officer who is a signatory to this Agreement
on behalf of such entity or any other person designated in writing by such
officer or an officer of higher authority, a certificate setting forth (a)
the names, signatures and scope of authority of all persons authorized to
give Proper Instructions or any other notice, request, direction,
instruction, certificate or instrument on behalf of the Funds
(collectively, the "Authorized Persons," and individually, an "Authorized
Person"), and (b) the names and signatures of those persons authorized to
issue Special Instructions. Such certificate may be accepted and relied
upon by the Custodian as conclusive evidence of the facts set forth therein
and shall be considered to be in full force and effect until delivery to
the Custodian of a similar certificate to the contrary. Upon delivery of a
certificate which deletes the name of a person previously authorized to
give Proper Instructions or to issue Special Instructions, such person
shall no longer be considered an Authorized Person or authorized to issue
Special Instructions, as applicable.
Section 3.03. Investment Limitations. In performing its duties hereunder
the Custodian may assume, unless and until it receives special Instructions
to the contrary (a "Contrary Notice"), that Proper Instructions received by
it are not in conflict with or in any way contrary to any investment or
other limitation applicable to any of the Funds. The Custodian shall in no
event be liable to the Funds and shall be indemnified by the Funds for any
loss, damage or expense to the Custodian arising out of any violation of
any investment or other limitation to which any Fund is subject, except to
the extent that such loss, damage or expense: (i) relates to a violation
of any investment or other limitation of a Fund occurring after receipt by
the Custodian of a Contrary Notice; or (ii) arises from a breach of this
Agreement by the Custodian.
Section 3.04. Persons Having Access to Assets of the Funds. No Authorized
Person, Trustee, officer, employee or agent of the Funds (other than the
Custodian) shall have physical access to the assets of the Funds held by
the Custodian, or shall be authorized or permitted to withdraw any such
assets for delivery to an account of such person, nor shall the Custodian
deliver any such assets to any such person; provided, however, that nothing
in this Section3.04 shall prohibit: (a) any Authorized Person from giving
Proper Instructions, or the persons described in Section 3.01(b) from
issuing Special Instructions, so long as such action does not result in
delivery of or access to assets of the Funds prohibited by this Section
3.04; or (b) the Funds' independent certified public accountants from
examining or reviewing the assets of the Funds held by the Custodian.
Section 3.05. Actions of Custodian Based on Proper Instructions and
Special Instructions. Subject to the provisions of Section4.01 hereof, the
Custodian shall not be responsible for the title, validity or genuineness
of any property, or evidence of title thereof, received by it or delivered
by it pursuant to this Agreement.
ARTICLE IV - STANDARD OF CARE; INDEMNIFICATION
Section 4.01. Standard of Care.
(a) General Standard of Care. The Custodian shall exercise reasonable
care and diligence in carrying out all of its duties and obligations under
this Agreement, and shall be liable to the Funds for all loss, damage and
expense incurred or suffered by the Funds, resulting from the failure of
the Custodian to exercise such reasonable care and diligence or from any
other breach by the Custodian of the terms of this Agreement.
(b) Acts of God, Etc. In no event shall the Custodian incur liability
hereunder if the Custodian is prevented, forbidden or delayed from
performing, or omits to perform, any act or thing which this Agreement
provides shall be performed or omitted to be performed by reason of: (i)
any provision of any present or future law or regulation or order of the
United States of America, or any state thereof, or of any foreign country,
or political subdivision thereof or of any court of competent jurisdiction;
or (ii) any act of God or war; unless, in each case, such delay or
nonperformance is caused by (A) the negligence, misfeasance or misconduct
of the Custodian, or (B) a malfunction or failure of equipment maintained
or operated by the Custodian other than a malfunction or failure caused by
events beyond the Custodian's control and which could not reasonably be
anticipated and/or prevented by the Custodian.
(c) Mitigation by Custodian. Upon the occurrence of any event which
causes or may cause any loss, damage or expense to the Funds, the Custodian
shall use all commercially reasonable efforts and shall take all reasonable
steps under the circumstances to mitigate the effects of such event and to
avoid continuing harm to the Funds.
Section 4.02. Liability of Custodian for Actions of Securities Systems.
Notwithstanding the provisions of Section4.01 to the contrary, the
Custodian shall not be liable to the Funds for any loss, damage or expense
resulting from the use by the Custodian of a Securities System, unless such
loss, damage or expense is caused by, or results from, negligence,
misfeasance or misconduct of the Custodian. In the case of loss, damage or
expense resulting from use of a Securities System by the Custodian, the
Custodian shall take all reasonable steps to enforce such rights as it may
have against the Securities System to protect the interest of the Funds.
Section 4.03. Indemnification.
(a) Indemnification Obligations. Subject to the limitations set forth in
this Agreement, the Funds severally agree to indemnify and hold harmless
the Custodian from all claims and liabilities (including reasonable
attorneys' fees) incurred or assessed against the Custodian for actions
taken in reliance upon Proper Instructions or Special Instructions;
provided, however, that such indemnity shall not apply to claims and
liabilities occasioned by or resulting from the negligence, misfeasance or
misconduct of the Custodian, or any other breach of this Agreement by the
Custodian. In addition, the Funds severally agree to indemnify the
Custodian against any liability incurred by the Custodian by reason of
taxes assessed to the Custodian, or other costs, liability or expenses
incurred by the Custodian, resulting directly or indirectly solely from the
fact that securities and other property of the Funds is registered in the
name of the Custodian; provided, however, in no event shall such
indemnification be applicable to income, franchise or similar taxes which
may be imposed or applied against the Custodian or charges imposed by a
Federal Reserve Bank with respect to intra-day overdrafts unless separately
agreed to by the Funds.
(b) Extent of Liability. Notwithstanding anything to the contrary
contained herein, with respect to the indemnification obligations of the
Funds provided in this Section4.03, each Fund shall be: (i) severally, and
not jointly and severally, liable with each of the other Funds; and (ii)
liable only for its pro rata share of such liabilities, determined with
reference to such Fund's proportionate interest in the aggregate of assets
held by the Custodian in the Account with respect to which such liability
relates at the time such liability was incurred, as reflected on the books
and records of the Funds.
(c) Notice of Litigation, Right to Prosecute, Etc. The Custodian shall
promptly notify the Funds in writing of the commencement of any litigation
or proceeding brought against the Custodian in respect of which indemnity
may be sought against the Funds pursuant to this Section4.03. The Funds
shall be entitled to participate in any such litigation or proceeding and,
after written notice from the Funds to the Custodian, the Funds may assume
the defense of such litigation or proceeding with counsel of their choice
at their own expense. The Custodian shall not consent to the entry of any
judgment or enter into any settlement in any such litigation or proceeding
without providing the Funds with adequate notice of any such settlement or
judgment, and without the Funds' prior written consent. The Custodian
shall submit written evidence to the Funds with respect to any cost or
expense for which it seeks indemnification in such form and detail as the
Funds may reasonably request.
Section 4.04. Funds, Right to Proceed. Notwithstanding anything to the
contrary contained herein, the Funds shall have, at their election upon
reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Securities System or other person for loss, damage or
expense caused the Custodian or the Funds by such Securities System or
other person, and shall be entitled to enforce the rights of the Custodian
with respect to.any claim against such Securities System or other person
which the Custodian may have as a consequence of any such loss, damage or
expense if and to the extent that the Custodian or any Fund has not been
made whole for any such loss, damage or expense.
ARTICLE V - COMPENSATION
Section 5.01. Compensation. The Custodian shall be compensated for its
services hereunder in an amount, and at such times, as may be agreed upon,
from time to time, by the Custodian and the Funds. Each Fund shall be
severally, and not jointly, liable with the other Funds only for its pro
rata share of such compensation, determined with reference to such Fund's
proportionate interest in each Repurchase Agreement transaction to which
such compensation relates.
Section 5.02. Waiver of Right of Set-Off. The Custodian hereby waives and
relinquishes all contractual and common law rights of set-off to which it
may now or hereafter be or become entitled with respect to any obligations
of the Funds to the Custodian arising under this Agreement.
ARTICLE VI - TERMINATION
Section 6.01. Events of Termination. This Agreement shall continue in
full force and effect until the first to occur of: (a) termination by the
Custodian or the Funds by an instrument in writing delivered to the other
party, such termination to take effect not sooner than ninety (90) days
after the date of such delivery; or (b) termination by the Funds by written
notice delivered to the Custodian, based upon the Funds' determination that
there is a reasonable basis to conclude that the Custodian is insolvent or
that the financial condition of the Custodian is deteriorating in any
material respect, in which case termination shall take effect upon the
Custodians receipt of such notice or at such later time as the Funds shall
designate; provided, however, that this Agreement may be terminated as to
one or more Funds (but less than all Funds) by delivery of an amended
Schedule A-1, A-2, A-3 or A-4 pursuant to Section7.03 hereof. The
execution and delivery of an amended Schedule A-1, A-2, A-3 or A-4 which
deletes one or more Funds shall constitute a termination of this Agreement
only with respect to such deleted Fund(s).
Section 6.02. Successor Custodian; Payment of Compensation. Each of the
Funds may identify a successor custodian to which the cash, Securities and
other assets of such Fund shall, upon termination of this Agreement, be
delivered; provided that in the case of the termination of this Agreement
with respect to any of the Funds, such Fund or Funds shall direct the
Custodian to transfer the assets of such Fund or Funds held by the
Custodian pursuant to Proper Instructions. The Custodian agrees to
cooperate with the Funds in the execution of documents and performance or
all other actions necessary or desirable in order to substitute the
successor custodian for the Custodian under this Agreement. In the event
of termination, each Fund shall make payment of such Fund's applicable
share of unpaid compensation within a reasonable time following termination
and delivery of a statement to the Funds setting forth such fees. The
termination of this Agreement with respect to any of the Funds shall be
governed by the provisions of this ArticleVI as to notice, payments and
delivery of securities and other assets, and shall not affect the
obligations of the parties hereunder with respect to the other Funds set
forth in Schedule A-1, A-2, A-3 or A-4 as amended from time to time.
ARTICLE VII - MISCELLANEOUS
Section 7.01. Representative Capacity and Binding Obligation. A COPY OF
THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENTS OF EACH FUND IS
ON FILE WITH THE SECRETARY OF THE STATE OF EACH FUND'S FORMATION, AND
NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE
TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT
ARE NOT BINDING UPON ANY OF THE SHAREHOLDERS, TRUSTEES, DIRECTORS,
PARTNERS, OFFICERS, EMPLOYEES OR AGENTS OF ANY FUND INDIVIDUALLY, BUT ARE
BINDING ONLY UPON THE ASSETS AND PROPERTY OF THE FUNDS, AND IN THE CASE OF
SERIES COMPANIES, SUCH FUNDS' RESPECTIVE PORTFOLIOS OR SERIES.
THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, DIRECTOR, PARTNER,
OFFICER, EMPLOYEE OR AGENT OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR
RESPONSIBLE FOR ANY OBLIGATIONS OF THE FUNDS ARISING OUT OF THIS AGREEMENT.
WITH RESPECT TO OBLIGATIONS OF EACH FUND ARISING OUT OF THIS AGREEMENT, THE
CUSTODIAN SHALL LOOK FOR PAYMENT OR SATISFACTION OF ANY CLAIM SOLELY TO THE
ASSETS AND PROPERTY OF THE FUND TO WHICH SUCH OBLIGATION RELATES AS THOUGH
EACH FUND HAD SEPARATELY CONTRACTED WITH THE CUSTODIAN BY SEPARATE WRITTEN
INSTRUMENT."
Section 7.02. Entire Agreement. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to the
subject matter hereof.
Section 7.03. Amendments. No provision of this Agreement may be amended
except by a statement in writing signed by the party against which
enforcement of the amendment is sought; provided, however, Schedule A-1,
A-2, A-3 or A-4 listing the Funds which are parties hereto, Schedule B
listing the Fund Custodians and ScheduleC listing the Repo Custodians may
be amended from time to time to add or delete one or more Funds, Fund
Custodians or Repo Custodians, as the case may be, by the Funds' delivery
of an amended Schedule A-1, A-2, A-3 or A-4, ScheduleB or ScheduleC to the
Custodian. The deletion of one or more Funds from Schedule A-1, A-2, A-3
or A-4 shall have the effect of terminating this Agreement as to such
Fund(s), but shall not affect this Agreement with respect to any other
Fund.
Section 7.04. Interpretation. In connection with the operation of this
Agreement, the Custodian, and the Funds may agree in writing from time to
time on such provisions interpretative of or in addition to the provisions
of this Agreement as may in their joint opinion be consistent with the
general tenor of this Agreement. No interpretative or additional
provisions made as provided in the preceding sentence shall be deemed to be
an amendment of this Agreement.
Section 7.05. Captions. Headings contained in this Agreement, which are
included as convenient references only, shall have no bearing upon the
interpretation of the terms of the Agreement or the obligations of the
parties hereto.
Section 7.06. Governing Law. THE PROVISIONS OF THIS AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.
Section 7.07. Notice and Confirmations.
(a) Except as provided in Section 7.07(b) below and except in the case of
Proper Instructions or Special Instructions, notices and other writings
contemplated by this Agreement shall be delivered by hand or by facsimile
transmission (provided that in the case of delivery by facsimile
transmission, notice shall also be mailed postage prepaid) to the parties
at the following addresses:
(i) If to the Funds:
FMR Texas Inc.
400 East Las Colinas Blvd., CP9M
Irving, Texas 75039
Telephone: (214) 584-7800
Attention: Ms. Deborah Todd or
Mr. Samuel Silver
(ii) If to the Custodian:
The Bank of New York
One Wall Street
Fourth Floor
New York, NY 10286
Attn: Claire Meskovic
Telephone: (212) 635-4808
Telefax: (212) 635-4828
(b) The Custodian may provide the confirmations required by Sections 2.02
and 2.03 of this Agreement by making the information available in the form
of a communication directly between electromechanical or electrical devices
or systems (including, without limitation, computers) (or in such other
manner as the parties hereto may agree in writing) to the following Fund
Agent:
Fidelity Accounting and Custody
Domestic Securities Operations
400 East Las Colinas Blvd., CP9E
Irving, Texas 75039
Telephone: (214) 506-4071
Attention: Mr. Mark Mufler
The address and telephone number of the Funds, the Fund Agent and the
Custodian and the identity of the Fund Agent specified in this Section 7.07
may be changed by written notice of the Funds to Custodian or Custodian to
the Funds, as the case may be. All written notices which are required or
provided to be given hereunder shall be effective upon actual receipt by
the entity to which such notice is given.
Section 7.08. Assignment. This Agreement shall be binding on and shall
inure to the benefit of the parties hereto and their respective successors
and assigns, provided that, no party hereto may assign this Agreement or
any of its rights or obligations hereunder without the prior written
consent of each of the other parties.
Section 7.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original. This Agreement
shall become effective when one or more counterparts have been signed and
delivered by each of the parties.
Section 7.10. Confidentiality; Survival of Obligations. The parties
hereto agree that they shall each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each party to
the others regarding its business and operations. All confidential
information provided by a party hereto shall be used by any other party
hereto solely for the purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party without the prior consent of such
providing party. The foregoing shall not be applicable to any information
that is publicly available when provided or thereafter becomes publicly
available other than through a breach of this Agreement, or that is
required to be disclosed by any bank examiner of the Custodian, any auditor
of the parties hereto or by judicial or administrative process or otherwise
by applicable law or regulation. The provisions of this Section 7.10 and
Sections3.03, 4.01, 4.02, 4.03, 4.04, 4.05, 7.01 and 7.06 shall survive any
termination of this Agreement, provided that in the event of termination
the Custodian agrees that it shall transfer and return Securities and other
assets held by the Custodian for the benefit of the Funds as the Funds
direct pursuant to Proper Instructions.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
BANK OF NEW YORK
By:
Name:
Title:
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-1 HERETO AND ACCOUNTS
LISTED ON SCHEDULE A-3 HERETO
Dated:
By:
Name:
Title: Treasurer of the Fidelity Investment Companies listed on
ScheduleA-1 and Vice President of Fidelity Management& Research Company
FIDELITY INVESTMENT COMPANIES LISTED ON SCHEDULE A-2 HERETO
Dated:
By:
Name:
Title: Director of the Fidelity International (Bermuda) Funds Limited, on
behalf of the Funds listed on Schedule A-2
ACCOUNTS LISTED ON SCHEDULE A-4 HERETO
By: FIDELITY MANAGEMENT TRUST COMPANY
Dated:
By:
Name:
Title:
94975.c5
SCHEDULES A-1, A-2, A-3 AND A-4
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN
THE BANK OF NEW YORK AND FIDELITY FUNDS DATED AS OF MAY 11, 1995
The following is a list of the Funds to which this Agreement applies:
SCHEDULE A-1
DAILY MONEY FUND
Capital Reserves: Money Market Portfolio
Capital Reserves: Municipal Money Market Portfolio
Capital Reserves: U.S. Government Portfolio
Fidelity U.S. Treasury Income Portfolio
Money Market Portfolio
U.S. Treasury Portfolio
FIDELITY ADVISOR ANNUITY FUNDS
Fidelity Advisor Annuity Government Investment Fund
Fidelity Advisor Annuity Growth Opportunities Fund
Fidelity Advisor Annuity High Yield Fund
Fidelity Advisor Annuity Income & Growth Fund
Fidelity Advisor Annuity Money Market Fund
Fidelity Advisor Annuity Overseas Fund
Fidelity Advisor Annuity Strategic Income Fund
FIDELITY ADVISOR SERIES I
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Institutional Equity Portfolio Growth
FIDELITY ADVISOR SERIES II
Fidelity Advisor Government Investment Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Short Fixed-Income Fund
FIDELITY ADVISOR SERIES III
Fidelity Advisor Equity Portfolio Income
Fidelity Advisor Institutional Equity Portfolio Income
FIDELITY ADVISOR SERIES IV
Fidelity Advisor Institutional Limited Term Bond Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Institutional Short-Intermediate Government Portfolio
Fidelity Institutional Short-Intermediate Government Portfolio II
Fidelity Real Estate High Income Fund
FIDELITY ADVISOR SERIES V
Fidelity Advisor Global Resources Fund
Fidelity Advisor High Income Municipal Fund
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Overseas Portfolio
FIDELITY ADVISOR SERIES VIII
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Strategic Opportunities Fund
FIDELITY CAPITAL TRUST
Fidelity Capital Appreciation Fund
Fidelity Disciplined Equity Fund
Fidelity Stock Selector
Fidelity Value Fund
FIDELITY CHARLES STREET
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Fidelity U.S. Government Reserves
Spartan Investment-Grade Bond Fund
Spartan Short-Term Income Fund
FIDELITY COMMONWEALTH TRUST
Fidelity Intermediate Bond Fund
Fidelity Market Index Fund
Fidelity Small Cap Stock Fund
Fidelity Large Cap Stock Fund
FIDELITY CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DESTINY PORTFOLIOS
Destiny I
Destiny II
FIDELITY DEUTSCHE MARK PERFORMANCE PORTFOLIO, L.P.
FIDELITY DEVONSHIRE TRUST
Fidelity Equity-Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Spartan Long-Term Government Bond Fund
FIDELITY EXCHANGE FUND
FIDELITY FINANCIAL TRUST
Fidelity Convertible Securities Fund
Fidelity Equity-Income II Fund
Fidelity Retirement Growth Fund
FIDELITY FIXED-INCOME TRUST
Fidelity Investment Grade Bond Fund
Fidelity Short-Term Income Portfolio
Spartan Government Income Fund
Spartan High Income Fund
Spartan Short-Intermediate Government Fund
FIDELITY GOVERNMENT SECURITIES FUND
FIDELITY HASTINGS STREET TRUST
Fidelity Fifty
Fidelity Fund
FIDELITY HEREFORD STREET TRUST
Spartan Money Market Fund
Spartan U.S. Government Money Market Fund
FIDELITY EMERGING ASIA FUND
FIDELITY INCOME FUND
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Spartan Limited Maturity Government Fund
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
Domestic Money Market Portfolio
Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
FIDELITY INSTITUTIONAL INVESTORS TRUST
State and Local Asset Management Series: Government Money Market Portfolio
FIDELITY INSTITUTIONAL TRUST
Fidelity U.S. Bond Index Portfolio
Fidelity U.S. Equity Index Portfolio
FIDELITY INVESTMENT TRUST
Fidelity Canada Fund
Fidelity Diversified International Fund
Fidelity Emerging Markets Fund
Fidelity Europe Capital Appreciation Fund
Fidelity Europe Fund
Fidelity Global Bond Fund
Fidelity International Growth & Income Fund
Fidelity International Value Fund
Fidelity Japan Fund
Fidelity Latin America Fund
Fidelity New Markets Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Short-Term World Income Fund
Fidelity Southeast Asia Fund
Fidelity Worldwide Fund
FIDELITY MAGELLAN FUND
FIDELITY MONEY MARKET TRUST
Domestic Money Market Portfolio
Retirement Government Money Market Portfolio
Retirement Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
FIDELITY MT. VERNON STREET TRUST
Fidelity Emerging Growth Fund
Fidelity Growth Company Fund
Fidelity New Millennium Fund
FIDELITY PHILLIPS STREET TRUST
Fidelity Cash Reserves
FIDELITY PURITAN TRUST
Fidelity Balanced Fund
Fidelity Global Balanced Fund
Fidelity Low-Priced Stock Fund
Fidelity Puritan Fund
FIDELITY SCHOOL STREET TRUST
Fidelity Limited Term Municipals
Spartan Bond Strategist
FIDELITY SECURITIES FUND
Fidelity Blue Chip Growth Fund
Fidelity Dividend Growth Fund
Fidelity Growth & Income Portfolio
Fidelity OTC Portfolio
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
American Gold Portfolio
Automotive Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Products Portfolio
Defense and Aerospace Portfolio
Developing Communications Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Environmental Services Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Home Finance Portfolio
Industrial Equipment Portfolio
Industrial Materials Portfolio
Insurance Portfolio
Leisure Portfolio
Medical Delivery Portfolio
Money Market Portfolio
Multimedia Portfolio
Natural Gas Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Regional Banks Portfolio
Retailing Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Growth Portfolio
FIDELITY STERLING PERFORMANCE PORTFOLIO, LP.
FIDELITY SUMMER STREET TRUST
Fidelity Capital & Income Fund
FIDELITY TREND FUND
FIDELITY UNION STREET TRUST
Fidelity Export Company Fund
Spartan Ginnie Mae Fund
FIDELITY UNION STREET TRUST II
Fidelity Daily Income Trust
Spartan World Money Market Fund
FIDELITY U.S. INVESTMENTS - BOND FUND, LP.
FIDELITY U.S. INVESTMENTS - GOVERNMENT SECURITIES FUND, LP.
FIDELITY YEN PERFORMANCE PORTFOLIO, LP.
SPARTAN U.S. TREASURY MONEY MARKET FUND
VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Money Market Portfolio
Overseas Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager: Growth Portfolio
Asset Manager Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
DIVIDEND FUNDING
REDEMPTION FUNDING
SCHEDULE A-2
FIDELITY INTERNATIONAL (BERMUDA) FUNDS LTD.
Fidelity International U.S. Treasury Portfolio
FIDELITY INCOME PLUS FUND
SCHEDULE A-3
ACCOUNTS
Massachusetts Municipal Depository Trust
SCHEDULE A-4
ACCOUNTS
The Fidelity Group Trust for Employee Benefits Plans
SCHEDULE B
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF MAY 11, 1995
The following is a list of the Fund Custodians of the Funds:
The Bank of New York
Morgan Guaranty Trust Company
Brown Brothers Harriman & Co.
First Union National Bank Charlotte
Chase Manhattan Bank, N.A.
State Street Bank and Trust Company
SCHEDULE C
TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT
BETWEEN THE BANK OF NEW YORK AND
FIDELITY FUNDS DATED AS OF MAY 11, 1995
The following is a list of Repo Custodians of the Funds:
The Bank of New York
Chemical Bank
Morgan Guaranty Trust Company
94975.c7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this
Post-Effective Amendment No. 22 to the registration statement on Form N-1A
(the "Registration Statement") of our reports dated April 8, 1996, on the
financial statements and financial highlights of Fidelity U.S. Equity Index
Portfolio and Fidelity U.S. Bond Index Portfolio appearing in the Annual
Reports to Shareholders, which are included in the Registration Statement.
We also consent to the references to us under the headings "Financial
Highlights" in the Prospectuses and "Auditor" in the Statements of
Additional Information.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
April 9, 1996
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