**FORM OF**

**SELLING DEALER AGREEMENT**

	We at Fidelity Distributors Corporation invite you (______________________________)to distribute shares of the mutual funds, or the separate series or classes of the mutual funds,listed on Schedule A attached to this Agreement (the "Portfolios").  We may periodically changethe list of Portfolios by giving you written notice of the change.  We are the Portfolios' principalunderwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on thefollowing terms:

	1.	Certain Defined Terms:  As used in this Agreement, the term "Prospectus" meansthe applicable Portfolio's prospectus and related statement of additional information, whether inpaper format or electronic format, included in the Portfolio's then currently effective registrationstatement (or post-effective amendment thereto), and any information that we or the Portfoliomay issue to you as a supplement to such prospectus or statement of additional information (a"sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to theSecurities Act of 1933.

	2.	Purchases of Portfolio Shares for Sale to Customers:  (a)  In offering and sellingPortfolio shares to your customers, you agree to act as dealer for your own account; you are notauthorized to act as agent for us or for any Portfolio.

		(b)  You agree to offer and sell Portfolio shares to your customers only at theapplicable public offering price in accordance with the Prospectus.  If your customer qualifiesfor a reduced sales charge pursuant to a special purchase plan (for example, a quantity discount,letter of intent, or right of accumulation) as described in the Prospectus, you agree to offer andsell Portfolio shares to your customer at the applicable reduced sales charge.  You agree todeliver or cause to be delivered to each customer, at or prior to the time of any purchase ofshares, a copy of the then current prospectus (including any stickers thereto), unless suchprospectus has already been delivered to the customer, and to each customer who so requests, acopy of the then current statement of additional information (including any stickers thereto).

		(c)  You agree to purchase Portfolio shares from us only to cover purchase ordersthat you have already received from your customers, or for your own investment.  You also agreenot to purchase any Portfolio shares from your customers at a price lower than the applicableredemption price, determined in the manner described in the Prospectus.  You will not withholdplacing customers' orders so as to profit yourself as a result of such withholding (for example,by a change in a Portfolio's net asset value from that used in determining the offering price toyour customers).  You represent that any order, instruction and/or related information transmittedto us by you for the purchase, redemption or exchange of Portfolio shares has been authorized byyour customers.

		(d)  We will accept your purchase orders only at the public offering price applicableto each order, as determined in accordance with the Prospectus.  We will not accept from you aconditional order for Portfolio shares.  All orders are subject to acceptance or rejection by us inour sole discretion.  We may, without notice, suspend sales or withdraw the offering of Portfolioshares, or make a limited offering of Portfolio shares.

		(e)  The placing of orders with us will be governed by instructions that we willperiodically issue to you.  You must pay for Portfolio shares in New York or Boston clearinghouse funds or in federal funds in accordance with such instructions, and we must receive yourpayment on or before the settlement date established in accordance with Rule 15c6-1 under theSecurities Exchange Act of 1934 (the "1934 Act").  If we do not receive your payment on orbefore such settlement date, we may, without notice, cancel the sale, or, at our option, sell theshares that you ordered back to the issuing Portfolio, and we may hold you responsible for anyloss suffered by us or the issuing Portfolio as a result of your failure to make payment asrequired.

		(f)  You agree to comply with all applicable state and federal laws and with therules and regulations of authorized regulatory agencies thereunder.  You agree to offer and sellPortfolio shares only in states where you may legally offer and sell such Portfolio's shares.  Youwill not offer shares of any Portfolio for sale unless such shares are registered for sale under theapplicable state and federal laws and the rules and regulations thereunder.

		(g)  Certificates evidencing Portfolio shares are not available; any transaction inPortfolio shares will be effected and evidenced by book-entry on the records maintained byFidelity Investments Institutional Operations Company, Inc. ("FIIOC").  A confirmationstatement evidencing transactions in Portfolio shares will be transmitted to you.

		(h)  You may designate FIIOC to execute your customers' transactions in Portfolioshares in accordance with the terms of any account, program, plan, or service established or usedby your customers, and to confirm each transaction to your customers on your behalf.  At thetime of the transaction, you guarantee the legal capacity of your customers and any co-owners ofsuch shares so transacting in such shares.

	3.	Your Compensation:  (a)  Your concession, if any, on your sales of Portfolio shareswill be as provided in the Prospectus or in the applicable schedule of concessions issued by usand in effect at the time of our sale to you.  Upon written notice to you, we or any Portfolio maychange or discontinue any schedule of concessions, or issue a new schedule.

		(b)  If a Portfolio has adopted a plan pursuant to Rule 12b-1 under the InvestmentCompany Act of 1940 (a "Plan"), we may make distribution payments or service payments toyou under the Plan.  If a Portfolio does not have a currently effective Plan, we or FidelityManagement & Research Company may make distribution payments or service payments to youfrom our own funds.  Any distribution payments or service payments will be made in the amountand manner set forth in the Prospectus or in the applicable schedule of distribution payments orservice payments issued by us and then in effect.  Any service payments made to you by thePortfolios are made in consideration for personal services and/or account maintenance servicesprovided by you to shareholders of the applicable Portfolio, and you hereby represent by youracceptance of such payments that you are providing such services.  Your provision of theseservices is not on behalf of the Portfolios or us, and you agree that we are not responsible for themanner of your performance of or for any of your acts or omissions in connection with suchservices.  Upon written notice to you, we or any Portfolio may change or discontinue anyschedule of distribution payments or service payments, or issue a new schedule.  A schedule ofdistribution payments or service payments will be in effect with respect to a Portfolio that has aPlan only so long as that Portfolio's Plan remains in effect.

		(c)  After the effective date of any change in or discontinuance of any schedule ofconcessions, distribution payments, or service payments, or the termination of a Plan, anyconcessions, distribution payments, or service payments will be allowable or payable to you onlyin accordance with such change, discontinuance, or termination.  You agree that you will have noclaim against us or any Portfolio by virtue of any such change, discontinuance, or termination.In the event of any overpayment by us of any concession, distribution payment, or servicepayment, you will remit such overpayment.

		(d)  If any Portfolio shares sold to you by us under the terms of this Agreement areredeemed by the issuing Portfolio or tendered for redemption by the customer within seven (7)business days after the date of our confirmation of your original purchase order for such shares,you agree (i) to refund promptly to us the full amount of any concession, distribution payment,or service payment allowed or paid to you on such shares, and (ii) if not yet allowed or paid toyou, to forfeit the right to receive any concession, distribution payment, or service paymentallowable or payable to you on such shares.  We will notify you of any such redemption withinten (10) days after the date of the redemption.

	4.	Certain Types of Accounts:  (a)  You may instruct FIIOC to register purchasedshares in your name and account as nominee for your customers.  If you hold Portfolio shares asnominee for your customers, all Prospectuses, proxy statements, periodic reports, and otherprinted material will be sent to you, and all confirmations and other communications toshareholders will be transmitted to you.  You will be responsible for forwarding such printedmaterial, confirmations, and communications, or the information contained therein, to allcustomers for whose account you hold any Portfolio shares as nominee.  However, we or FIIOCon behalf of itself or the Portfolios will be responsible for the costs associated with yourforwarding such printed material, confirmations, and communications.  You will be responsiblefor complying with all reporting and tax withholding requirements with respect to the customersfor whose account you hold any Portfolio shares as nominee.

		(b)  With respect to accounts other than those accounts referred to in paragraph 4(a)above, you agree to provide us with all information (including certification of taxpayeridentification numbers and back-up withholding instructions) necessary or appropriate for us tocomply with legal and regulatory reporting requirements.

		(c)  Accounts opened or maintained pursuant to the NETWORKING system of theNational Securities Clearing Corporation ("NSCC") will be governed by applicable NSCC rulesand procedures and any agreement or other arrangement with us relating to NETWORKING.

		(d)  If you hold Portfolio shares in an omnibus account for two or more customers,you will be responsible for determining, in accordance with the Prospectus, whether, and theextent to which, a CDSC, redemption fee or similar fee is applicable to a purchase or redemptionof Portfolio shares from such a customer, and you agree to transmit immediately to us anyCDSC, redemption fee or similar fee to which such purchase was subject.  You hereby representthat if you hold Portfolio shares subject to a CDSC, redemption fee or similar fee, you have thecapability to track and account for such charge or fees.   You further agree to otherwiseadminister and maintain the omnibus account so that the terms and conditions of the Prospectus,including those set forth above, apply to each customer, subject to such procedures, if any, thatwe may from time to time issue to you.  We reserve the right, at our discretion, to verify yourcompliance with the terms and conditions of the Prospectus by inspecting your tracking andaccounting system or otherwise.

5.	Status as Registered Broker/Dealer:  (a)  Each party to this Agreement represents to theother party that (i) it is registered as a broker/dealer under the 1934 Act, (ii) it is qualified to actas a broker/dealer in the states where it transacts business, and (iii) it is a member in goodstanding of the National Association of Securities Dealers, Inc. ("NASD").  Each party agrees tomaintain its broker/dealer registration and qualifications and its NASD membership in goodstanding throughout the term of this Agreement.  Each party agrees to abide by all of theNASD's rules and regulations, including the NASD's Conduct Rules -- in particular, Section2830 of such Rules, which section is deemed a part of and is incorporated by reference in thisAgreement.  This Agreement will terminate automatically without notice in the event that eitherparty's NASD membership is terminated.

		(b)  Nothing in this Agreement shall cause you to be our partner, employee, oragent, or give you any authority to act for us or for any Portfolio.  Neither we nor any Portfolioshall be liable for any of your acts or obligations as a dealer under this Agreement.

	6.	Information Relating to the Portfolios:  (a)  No person is authorized to make anyrepresentations concerning shares of a Portfolio other than those contained in the Portfolio'sProspectus.  In buying Portfolio shares from us under this Agreement, you will rely only on therepresentations contained in the Prospectus.  Upon your request, we will furnish you with areasonable number of copies of the Portfolios' current prospectuses or statements of additionalinformation or both (including any stickers thereto).

		(b)  Any printed or electronic information that we furnish you (other than thePortfolios' Prospectuses and periodic reports) is our sole responsibility and not the responsibilityof the respective Portfolios.  You agree that the Portfolios will have no liability or responsibilityto you with respect to any such printed or electronic information.  We or the respective Portfoliowill bear the expense of qualifying its shares under the state securities laws.

		(c)  You may not use any sales literature or advertising material (including materialdisseminated through radio, television, or other electronic media) concerning Portfolio shares,other than the printed or electronic information referred to in paragraph 6(b) above, inconnection with the offer or sale of Portfolio shares without obtaining our prior written approval.You may not distribute or make available to investors any information that we furnish youmarked "FOR DEALER USE ONLY" or that otherwise indicates that it is confidential or notintended to be distributed to investors.

	7.	Indemnification:  (a)  We will indemnify and hold you harmless from any claim,demand, loss, expense, or cause of action resulting from the misconduct or negligence, asmeasured by industry standards, of us, our agents and employees, in carrying out our obligationsunder this Agreement.  Such indemnification will survive the termination of this Agreement.

		(b)  You will indemnify and hold us harmless from any claim, demand, loss,expense, or cause of action resulting from the misconduct or negligence, as measured by industrystandards, of you, your agents and employees, in carrying out your obligations under thisAgreement.  Such indemnification will survive the termination of this Agreement.

	8.	Customer Lists:  We hereby agree that we shall not use any list of your customerswhich may be obtained in connection with this Agreement for the purpose of solicitation of anyproduct or service without your express written consent.  However, nothing in this paragraph orotherwise shall be deemed to prohibit or restrict us or our affiliates in any way from solicitationsof any product or service directed at, without limitation, the general public, any segment thereof,or any specific individual, provided such solicitation is not based upon such list.

	9.	Duration of Agreement:  This Agreement, with respect to any Plan, will continue ineffect for one year from its effective date, and thereafter will continue automatically forsuccessive annual periods; provided, however, that such continuance is subject to termination atany time without penalty if a majority of a Portfolio's Trustees who are not interested persons ofthe Portfolio (as defined in the Investment Company Act of 1940 (the "1940 Act")), or amajority of the outstanding shares of the Portfolio, vote to terminate or not to continue the Plan.This Agreement, other than with respect to a Plan, will continue in effect from year to year afterits effective date, unless terminated as provided herein.

	10.	Amendment and Termination of Agreement:  (a)  We may amend any provision ofthis Agreement by giving you written notice of the amendment.  Either party to this Agreementmay terminate the Agreement without cause by giving the other party at least thirty (30) days'written notice of its intention to terminate.  This Agreement will terminate automatically in theevent of its assignment (as defined in the 1940 Act).

		(b)  In the event that (i) an application for a protective decree under the provisionsof the Securities Investor Protection Act of 1970 is filed against you; (ii) you file a petition inbankruptcy or a petition seeking similar relief under any bankruptcy, insolvency, or similar law,or a proceeding is commenced against you seeking such relief; or (iii) you are found by the SEC,the NASD, or any other federal or state regulatory agency or authority to have violated anyapplicable federal or state law, rule or regulation arising out of your activities as a broker/dealeror in connection with this Agreement, this Agreement will terminate effective immediately uponour giving notice of termination to you.  You agree to notify us promptly and to immediatelysuspend sales of Portfolio shares in the event of any such filing or violation, or in the event thatyou cease to be a member in good standing of the NASD.

		(c)  Your or our failure to terminate this Agreement for a particular cause will notconstitute a waiver of the right to terminate this Agreement at a later date for the same or anothercause.  The termination of this Agreement with respect to any one Portfolio will not cause itstermination with respect to any other Portfolio.

	11.	Arbitration:  In the event of a dispute, such dispute will be settled by arbitrationbefore arbitrators sitting in Boston, Massachusetts in accordance with the NASD's Code ofArbitration Procedure in effect at the time of the dispute.  The arbitrators will act by majoritydecision and their award may allocate attorneys' fees and arbitration costs between us.  Theiraward will be final and binding between us, and such award may be entered as a judgment in anycourt of competent jurisdiction.

12.	Notices:  All notices required or permitted to be given under this Agreement shallbe given in writing and delivered by personal delivery, by postage prepaid mail, or by facsimilemachine or a similar means of same day delivery (with a confirming copy by mail).  All noticesto us shall be given or sent to us at our offices located at 82 Devonshire Street, Mail Zone H6C,Boston, Massachusetts 02109, Attn: Broker Dealer Services Group.  All notices to you shall begiven or sent to you at the address specified by you below.  Each of us may change the address towhich notices shall be sent by giving notice to the other party in accordance with this paragraph12.

13.	Miscellaneous:  This Agreement, as it may be amended from time to time, shallbecome effective as of the date when it is accepted and dated below by us.  This Agreement is tobe construed in accordance with the laws of the Commonwealth of Massachusetts.  ThisAgreement supersedes and cancels any prior agreement between us, whether oral or written,relating to the sale of shares of the Portfolios or any other subject covered by this Agreement.The captions in this Agreement are included for convenience of reference only and in no waydefine or limit any of the provisions of this Agreement or otherwise affect their construction oreffect.

Please return two signed copies of this Agreement to Fidelity Distributors Corporation.  Uponacceptance, one countersigned copy will be returned to you for your files.

_____________________________________

	Name of Firm

Address: _____________________________

_____________________________________

_____________________________________

By __________________________________

	Authorized Representative

_____________________________________

	Name and Title (please print or type)

CRD # _______________________________

**ACCEPTED AND AGREED**:

FIDELITY DISTRIBUTORS CORPORATION

By __________________________________

Dated: _________________