Exhibit d
MANAGEMENT CONTRACT
BETWEEN
FIDELITY XXXXXXXX STREET TRUST
FIDELITY MONEY MARKET CENTRAL FUND
and
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
AGREEMENT made this 20th day of April 2000, by and between Fidelity
Xxxxxxxx Street Trust, a Massachusetts business trust which may issue
one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of Fidelity Money Market Central Fund
(hereinafter called the "Portfolio"), and Fidelity Investments Money
Management, Inc., a New Hampshire corporation (hereinafter called the
"Adviser") as set forth in its entirety below.
1. (a) Investment Advisory Services. The Adviser undertakes to act
as investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall (either itself or through an
affiliate) pay the salaries and fees of all officers of the Fund, of
all Trustees of the Fund who are "interested persons" of the Fund or
of the Adviser, and of all personnel of the Fund or the Adviser
performing services relating to research, statistical and investment
activities. The Adviser is authorized, in its discretion and without
prior consultation with the Portfolio, to buy, sell, lend and
otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment
policies and all other actions of the Portfolio are and shall at all
times be subject to the control and direction of the Fund's Board of
Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times, if any, as shares are publicly
offered, maintaining the registration and qualification of the
Portfolio's shares under federal and state law; and (vii)
investigating the development of and developing and implementing, if
appropriate, management and shareholder services designed to enhance
the value or convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. The Adviser will be compensated on the following basis for the
services and facilities to be furnished hereunder, which compensation
shall be paid by Fidelity Management & Research Company (FMR), an
affiliate of the Adviser:
(a) With respect to each investment account managed by FMR or its
affiliates (other than an investment account managed or sub-advised by
the Adviser) that invests in the Portfolio in any given month (a
"Participating Account"), FMR will pay the Adviser a fee equal to (i)
50% of the monthly management fee rate (including performance
adjustments, if any) that the Participating Account is obligated to
pay FMR or its affiliates under its management contract with FMR or
its affiliates, multiplied by (ii) the monthly average net assets of
the Participating Account invested in the Portfolio for such month,
provided that such fee shall be net of (x) any Participating Account
expenses paid by FMR pursuant to an all-inclusive fee management
contract, and (y) any "offensive" Rule 12b-1 plan payments made by FMR
or its affiliates in respect of such Participating Account.
Notwithstanding anything herein to the contrary, such fee shall not be
reduced to reflect expense reimbursements or fee waivers by FMR.
(b) In case of initiation or termination of this Contract during
any month, the fee for that month shall be reduced proportionately on
the basis of the number of business days during which it is in effect,
and the fee computed upon the average net assets for each
Participating Account for the business days it is so in effect for
that month.
4. It is understood that the Portfolio will pay all its expenses,
other than as specifically set forth below, which expenses payable by
the Portfolio shall include, without limitation, (i) interest and
taxes; (ii) brokerage commissions and other costs in connection with
the purchase or sale of securities and other investment instruments;
(iii) fees and expenses of the Fund's Trustees other than those who
are "interested persons" of the Fund or the Adviser; (iv) legal and
audit expenses; (v) custodian fees and expenses; (vi) fees and
expenses, if any, related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations
therefor; (ix) a pro rata share, if any, based on relative net assets
of the Portfolio and other registered investment companies having
Advisory and Service or Management Contracts with the Adviser, of 50%
of insurance premiums for fidelity and other coverage; (x) its
proportionate share, if any, of association membership dues; and (xi)
such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio
is a party and the legal obligation which the Portfolio may have to
indemnify the Fund's Trustees and officers with respect thereto. The
Adviser, either itself or through an affiliate, shall pay the fees
associated with transfer agent and pricing and bookkeeping services
involved in the Portfolio's operations.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security or other investment
instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until May
31, 2002 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument or
other organizational document and agrees that the obligations assumed
by the Fund pursuant to this Contract shall be limited in all cases to
the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Trust Instrument or other organizational document are separate and
distinct from those of any and all other Portfolios.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.
FIDELITY MONEY MARKET CENTRAL FUND
By /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Senior Vice President
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
By /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
