Common use of Manner of Holding Securities Clause in Contracts

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. (c) Notwithstanding the provisions of the foregoing paragraphs of this Section 2.02, the Custodian is hereby authorized to maintain the shares of certain open-end mutual funds (the "Cash Management Funds") managed by either Fidelity Management & Research Company ("FMR") or its affiliates or successors or the Custodian owned by the Portfolios in book entry form directly with the transfer agent or a designated sub-transfer agent of each such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject to and in accordance with the following provisions: i. Such Cash Management Fund shares shall be maintained in separate custodian accounts for each such Portfolio in the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (the "Control Procedures") to ensure that (i) that only authorized personnel of the Custodian will be authorized to give instructions to a Cash Management Fund Transfer Agent in connection with a Portfolio's purchase or sale of Cash Management Fund shares, (ii) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by the Cash Management Fund Transfer Agent, and (iii) the Cash Management Fund Transfer Agent's records of each Portfolio's daily trade activity in Cash Management Fund shares are properly reconciled with the Custodian's records. Section 2.03.

Manner of Holding Securities. (a1) The Custodian shall at all times hold securities Securities of each Fund's Portfolios the Fund either: (i) by physical possession of the share certificates or other instruments representing such securities 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 sub- paragraph (3) below. (b2) The Custodian may hold registrable portfolio Securities which have been delivered to it in physical form, by registering the same in the name of the Fund or its nominee, or in the name of the Custodian or its nominee, for whose actions the Fund and Custodian, respectively, shall at be fully responsible. Upon the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called, with or without any indication of fiduciary capacity. However, unless it receives Instructions to the contrary, the Custodian will register all times hold registered securities of each Portfolio such portfolio Securities in the name of the Custodian, the Portfolio or a nominee of either of them, unless specifically directed by Proper Instructions to hold 's authorized nominee. All such registered securities in so-called street name; provided that, in any event, all such securities and other assets Securities shall be held in an account of the Custodian containing only assets of a Portfolio, the Fund or only assets held by the Custodian as a fiduciary or custodian for customers; and fiduciary, provided further, that the records of the Custodian shall indicate at all times the Portfolio Fund or other customer for which such securities and other assets Securities are held in such account accounts and the respective interests therein. (3) The Custodian may deposit and/or maintain domestic Securities owned by the Fund in, and the Fund hereby approves use of: (a) The Depository Trust Company; (b) The Participants Trust Company; and (c) Notwithstanding any book-entry system as provided in (i) Subpart O of Treasury Circular No. 300, 31 CFR 000.000, (xx) Xxxxxrt B of Treasury Circular Public Debt Series No. 27-76, 31 CFR 000.0, xx (xxx) the provisions book-entry regulations of federal agencies substantially in the form of 3l CFR 306.115. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic Securities owned by the Fund in 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 SEC 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. Each of the foregoing paragraphs shall be referred to in this Agreement as a "Securities System," and all such Securities Systems shall be listed on the attached Appendix A. Use of this Section 2.02a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions: (i) The Custodian may deposit the Securities directly or through one or more agents or Subcustodians which are also qualified to act as custodians for investment companies. (ii) The Custodian shall deposit and/or maintain the Securities in a Securities System, provided that such Securities are represented in an account ("Account") of the Custodian is hereby authorized to maintain in the shares of certain open-end mutual funds (the "Cash Management Funds") managed Securities System that includes only assets held by either Fidelity Management & Research Company ("FMR") or its affiliates or successors or the Custodian owned by as a fiduciary, custodian or otherwise for customers. (iii) The books and records of the Portfolios Custodian shall at all times identify those Securities belonging to the Fund which are maintained in book entry form directly with a Securities System. (iv) The Custodian shall pay for Securities purchased for the transfer agent or a designated sub-transfer agent account of each the Fund only upon (a) receipt of advice from the Securities System that such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject Securities have been transferred to and the Account of the Custodian in accordance with the following provisions: i. Such Cash Management rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer Securities sold for the account of the Fund shares only upon (a) receipt of advice from the Securities System that payment for such Securities has been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System relating to transfers of Securities for the account of the Fund shall be maintained in separate custodian accounts for each such Portfolio in the Fund by the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (shall deliver to the "Control Procedures") to ensure that (i) that only authorized personnel 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 the Fund. Such transaction reports shall be delivered to the Fund or any agent designated by the Fund pursuant to Instructions, by computer or in such other manner as the Fund and Custodian will be authorized may agree. (v) The Custodian shall, if requested by the Fund pursuant to give instructions Instructions, provide the Fund with reports obtained by the Custodian or any Subcustodian with respect to a Cash Management Securities System's accounting system, internal accounting control and procedures for safeguarding Securities deposited in the Securities System. (vi) Upon receipt of Special Instructions, the Custodian shall terminate the use of any Securities System on behalf of the Fund Transfer Agent in connection as promptly as practicable and shall take all actions reasonably practicable to safeguard the Securities of the Fund maintained with a Portfolio's purchase or sale of Cash Management Fund shares, such Securities System. (ii) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by the Cash Management Fund Transfer Agent, and (iii) the Cash Management Fund Transfer Agent's records of each Portfolio's daily trade activity in Cash Management Fund shares are properly reconciled with the Custodian's records. Section 2.03.c)

Manner of Holding Securities. (a) The Custodian shall at all times hold securities Securities of each Fund's Portfolios Fund either: (i) by physical possession of the share certificates or other instruments representing such securities 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 sub-paragraph (3) below. (b) The Custodian may hold registrable portfolio Securities which have been delivered to it in physical form, by registering the same in the name of the appropriate Fund or its nominee, or in the name of the Custodian or its nominee, for whose actions such Fund and Custodian, respectively, shall at be fully responsible. Upon the receipt of Instructions, the Custodian shall hold such Securities in street certificate form, so called, with or without any indication of fiduciary capacity. However, unless it receives Instructions to the contrary, the Custodian will register all times hold registered securities of each Portfolio such portfolio Securities in the name of the Custodian, the Portfolio or a nominee of either of them, unless specifically directed by Proper Instructions to hold 's authorized nominee. All such registered securities in so-called street name; provided that, in any event, all such securities and other assets Securities shall be held in an account of the Custodian containing only assets of a Portfolio, the appropriate Fund or only assets held by the Custodian as a fiduciary or custodian for customers; and fiduciary, provided further, that the records of the Custodian shall indicate at all times the Portfolio Fund or other customer for which such securities and other assets Securities are held in such account accounts and the respective interests therein. The Custodian may deposit and/or maintain domestic Securities owned by a Fund in, and each Fund hereby approves use of: (a) The Depository Trust Company; (b) The Participants Trust Company; and (c) Notwithstanding any book-entry system as provided in (i) Subpart O of Treasury Circular Nx. 000, 00 XXX 306.115, (ii) Subpart B of Treasury Circular Public Debt Series Nx. 00-00, 00 XXX 350.2, or (iii) the provisions book-entry regulations of federal agencies substantially in the form of 31 CFR 306.115. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic Securities owned by a Fund in 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 SEC 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. Each of the foregoing paragraphs shall be referred to in this Agreement as a "Securities System", and all such Securities Systems shall be listed on the attached Appendix A. Use of this Section 2.02a Securities System shall be in accordance with applicable Federal Reserve Board and SEC rules and regulations, if any, and subject to the following provisions: The Custodian may deposit the Securities directly or through one or more agents or Subcustodians which are also qualified to act as custodians for investment companies. The Custodian shall deposit and/or maintain the Securities in a Securities System, provided that such Securities are represented in an account ("Account") of the Custodian is hereby authorized to maintain in the shares of certain open-end mutual funds (the "Cash Management Funds") managed Securities System that includes only assets held by either Fidelity Management & Research Company ("FMR") or its affiliates or successors or the Custodian owned by as a fiduciary, custodian or otherwise for customers. The books and records of the Portfolios Custodian shall at all times identify those Securities belonging to any one or more Funds which are maintained in book entry form directly with a Securities System. The Custodian shall pay for Securities purchased for the transfer agent or account of a designated sub-transfer agent Fund only upon (a) receipt of each advice from the Securities System that such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject Securities have been transferred to and the Account of the Custodian in accordance with the following provisions: i. Such Cash Management rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of such Fund. The Custodian shall transfer Securities sold for the account of a Fund shares only upon (a) receipt of advice from the Securities System that payment for such Securities has been transferred to the Account of the Custodian in accordance with the rules of the Securities System, and (b) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of such Fund. Copies of all advices from the Securities System relating to transfers of Securities for the account of a Fund shall be maintained in separate custodian accounts for each such Portfolio in Fund by the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (shall deliver to a Fund on the "Control Procedures") next succeeding business day daily transaction reports that shall include each day's transactions in the Securities System for the account of such Fund. Such transaction reports shall be delivered to ensure that (i) that only authorized personnel of such Fund or any agent designated by such Fund pursuant to Instructions, by computer or in such other manner as such Fund and Custodian may agree. The Custodian shall, if requested by a Fund pursuant to Instructions, provide such Fund with reports obtained by the Custodian will be authorized to give instructions or any Subcustodian with respect to a Cash Management Securities System's accounting system, internal accounting control and procedures for safeguarding Securities deposited in the Securities System. Upon receipt of Special Instructions, the Custodian shall terminate the use of any Securities System on behalf of a Fund Transfer Agent in connection as promptly as practicable and shall take all actions reasonably practicable to safeguard the Securities of such Fund maintained with a Portfolio's purchase or sale of Cash Management Fund shares, (ii) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by the Cash Management Fund Transfer Agent, and (iii) the Cash Management Fund Transfer Agent's records of each Portfolio's daily trade activity in Cash Management Fund shares are properly reconciled with the Custodian's records. Section 2.03such Securities System.

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 the Custodian agrees, after being specifically directed by Proper Instructions 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. (c) Notwithstanding the provisions of the foregoing paragraphs of this Section 2.02, the Custodian is hereby authorized to maintain the shares of certain open-end mutual funds (the "Cash Management Funds") managed by either Fidelity Management & Research Company ("FMR") or its affiliates or successors or the Custodian owned by the Portfolios in book entry form directly with the transfer agent or a designated sub-transfer agent of each such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject to and in accordance with the following provisions: i. Such Cash Management Fund shares shall be maintained in separate custodian accounts for each such Portfolio in the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (the "Control Procedures") to ensure that (i) that only authorized personnel of the Custodian will be authorized to give instructions to a Cash Management Fund Transfer Agent in connection with a Portfolio's purchase or sale of Cash Management Fund shares, (ii) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by the Cash Management Fund Transfer Agent, and (iii) the Cash Management Fund Transfer Agent's records of each Portfolio's daily trade activity in Cash Management Fund shares are properly reconciled with the Custodian's records. Section 2.03.

Manner of Holding Securities. (a1) The Custodian shall at all times hold securities Securities of each Fund's Portfolios a Fund either: (i) by physical possession of the share certificates or other instruments representing such securities 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 sub-paragraph (3) below. (b) The 2)The Custodian may hold registrable portfolio Securities which have been delivered to it in physical form, by registering the same in the name of a Fund or its nominee, or in the name of the Custodian or its nominee. Upon the receipt of Instructions to such effect, the Custodian shall at hold such Securities in street certificate form, so called, with or without any indication of fiduciary capacity. However, unless it receives Instructions to the contrary, the Custodian will register all times hold registered securities of each Portfolio such portfolio Securities in the name of the Custodian, the Portfolio or a nominee of either of them, unless specifically directed by Proper Instructions to hold 's authorized nominee. All such registered securities in so-called street name; provided that, in any event, all such securities and other assets Securities shall be held in an account of the Custodian containing only assets of a Portfolio, such Fund or only assets held by the Custodian as a fiduciary or custodian for customers; and fiduciary, provided further, that the records of the Custodian shall indicate at all times the Portfolio Fund or other customer for which such securities and other assets Securities are held in such account accounts and the respective interests therein. The Custodian shall not be liable to a Fund for any loss, damage or expense suffered or incurred by such Fund in connection with Securities which, pursuant to Instructions, are held in the name of such Fund or its nominee unless such loss, damage or expense is caused by, or results from, the negligence, misfeasance or misconduct of the Custodian. (3)The Custodian may deposit and/or maintain domestic Securities owned by a Fund in, and each Fund hereby approves use of: (a) The Depository Trust Company; (b) The Participants Trust Company; and (c) Notwithstanding the provisions of the foregoing paragraphs of this Section 2.02, the Custodian is hereby authorized to maintain the shares of certain openany book-end mutual funds (the "Cash Management Funds") managed by either Fidelity Management & Research Company ("FMR") or its affiliates or successors or the Custodian owned by the Portfolios entry system as provided in book entry form directly with the transfer agent or a designated sub-transfer agent of each such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject to and in accordance with the following provisions: i. Such Cash Management Fund shares shall be maintained in separate custodian accounts for each such Portfolio in the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (the "Control Procedures") to ensure that (i) that only authorized personnel Subpart 0 of the Custodian will be authorized to give instructions to a Cash Management Fund Transfer Agent in connection with a Portfolio's purchase or sale of Cash Management Fund sharesTreasury Circular No. 300, 31 CFR 306.115, (ii) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by the Cash Management Fund Transfer AgentSubpxxx X xx Xxxxxxry Circular Public Debt Series No. 27-76, and 31 CFR 350.2, or (iii) txx xxxx-xxxxx xxxulations of federal agencies substantially in the Cash Management form of 31 CFR 306.115. Upon the receipt of Special Instructions, the Custodian may deposit and/or maintain domestic securities owned by a Fund Transfer Agent's records of each Portfolio's daily trade activity in Cash Management Fund shares are properly reconciled any other domestic clearing agency registered with the Custodian's recordsSecurities and Exchange Commission ("SEC") under Section 17A of the Securities Exchange Act of 1934 (or as may otherwise be authorized by the SEC 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. Section 2.03.Each of the foregoing shall be referred to in this Agreement as a "Securities System", and all such Securities Systems shall be listed on the attached Appendix A. 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:

Manner of Holding Securities. (a) The Custodian shall at all times hold securities of each Fund's Portfolios either: Fund or Series (i) by physical possession of the share certificates or other instruments representing such securities in registered or bearer form; , if any, or (ii) in book-entry form by a Securities System or by a transfer agent or registrar of another entity or by the issuer of the security, if the issuer is its own transfer agent or registrar (an "Underlying System"), or (iii) with respect to Loans or uncertificated securities, by physical possession of all subscription agreements, documents, certificates and other such instruments, including any schedule of payments ("Financing Documents") as hereinafter defined) in accordance with are delivered to the provisions of Section 2.22 belowCustodian. (b) The Upon receipt of Proper Instructions, the Custodian shall at all times open an Account in the name of each Fund or Series and shall hold registered securities of each Portfolio Fund or Series (i) in the name or any nominee name of the Custodian, a Subcustodian or the Portfolio Fund, or (ii) in street name. In carrying out the foregoing obligation, the Custodian shall, to the extent permitted by law and, where Custodian deems it advisable based upon any legal advice Custodian has obtained with respect to a nominee of either of themparticular market and upon other factors the Custodian deems appropriate, unless specifically directed by Proper Instructions to hold such registered securities of each Fund or Series in so-called street name; provided that, in any event, all such securities a manner that is appropriate to the Fund's tax domicile and other assets shall be held in an account that takes into consideration the best interests of the Custodian containing only assets of a Portfolio, or only assets held by the Custodian as a fiduciary or custodian for customersFund with respect to regulatory matters relating to custody; and provided furtherfurther that the Custodian shall, on an ongoing basis, provide accurate information to a Fund and such other persons as a Fund may designate with respect to the registration status of each Fund's securities, and an accurate record of securities held by each Fund and such Fund's respective interest therein. (c) The Custodian may hold Property for all of its customers, including a Fund or Series, with any Foreign Subcustodian in an Account that is identified as belonging to the Custodian for the benefit of its customers or in a depository account, including an omnibus account, with an Eligible Securities Depository; provided, however, that (i) the records of the Custodian shall indicate at all times the Portfolio with respect to Property of any Fund or other customer for which such securities and other assets Series that are held maintained in such Account or depository account shall identify such Property as belonging to the applicable Fund or Series and (ii) to the respective interests therein. (c) Notwithstanding extent permitted and customary in the provisions of market in which the foregoing paragraphs of this Section 2.02Account or depository account is maintained, the Custodian is hereby authorized to maintain the shares of certain open-end mutual funds (the "Cash Management Funds") managed shall require that Property so held by either Fidelity Management & Research Company ("FMR") a Foreign Subcustodian or its affiliates or successors or the Custodian owned by the Portfolios in book entry form directly with the transfer agent or a designated sub-transfer agent of each such Cash Management Fund ("Cash Management Fund Transfer Agent"), subject to and in accordance with the following provisions: i. Such Cash Management Fund shares shall Eligible Securities Depository be maintained in separate custodian accounts for each such Portfolio in the Custodian's name or nominee, as custodian for such Portfolio. ii. The Custodian will implement appropriate control procedures (the "Control Procedures") to ensure that (i) that only authorized personnel held separately from any assets of the Custodian will be authorized or such Foreign Subcustodian. (d) The Custodian shall send each Fund and the relevant investment managers of such Fund a written statement, advice or notification of any transfers of any Property of the Fund to give instructions to or from an Account or an account at an Eligible Securities Depository (a Cash Management Fund Transfer Agent in connection with a Portfolio's purchase "depository account"). Each such statement, advice or sale notification shall identify the Property transferred and the entity that has custody of Cash Management Fund shares, the Property. (iie) trade instructions sent to a Cash Management Fund Transfer Agent are properly acknowledged by Within sixty (60) days after the Cash Management Fund Transfer Agentclose of each fiscal year for each Fund, and within sixty (iii60) days after the Cash Management Fund Transfer Agent's records removal or resignation of each Portfolio's daily trade activity the Custodian as provided hereunder, the Custodian shall render to the applicable Board a written statement and account showing in Cash Management Fund shares are properly reconciled with reasonable summary the Custodian's recordsinvestments, receipts, disbursements, and other transactions engaged in during the preceding fiscal year or stub period. Section 2.033.03.