00 XXXXX XXXXX
EXPENSE CONTRACT
between
FIDELITY SALEM STREET TRUST
SPARTAN INFLATION-PROTECTED BOND INDEX FUND: INVESTOR CLASS
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
This 20 Basis Point Expense Contract, dated as of April 19, 2012
(the "Agreement"), is made and entered into by and between Fidelity Salem Street
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (the "Trust"), on behalf of Spartan
Inflation-Protected Bond Index Fund (the "Fund"), and Fidelity Management &
Research Company, a Massachusetts corporation (the "Manager").
WHEREAS, the Trust, on behalf of the Fund, and the Manager have
entered into a Management Contract of even date herewith (the "Management
Agreement"), pursuant to which the Manager has agreed to provide certain
services and to pay certain expenses of the Fund in return for an annualized
basis point management fee;
WHEREAS, the Management Agreement provides that the Manager will
pay certain expenses of the Fund out of the management fee but is not obligated
to pay expenses allocable to any class; and
WHEREAS, the Trust and the Manager have determined that it is
appropriate and in the best interest of the Fund and its shareholders to
maintain the expenses of the Investor Class of the Fund (the "Investor Class")
at a fixed annualized expense rate not to exceed 20 basis points.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE PROVISION. Until this agreement shall be amended or
terminated pursuant to Section 2 or Section 5 hereof, the Manager agrees, with
respect to the Investor Class, to pay or provide for the payment of any fee or
expense allocated at the class level and attributable to the Investor Class,
such that the ordinary operating expenses incurred by the Investor Class in any
fiscal year (excluding interest, taxes, securities lending costs, brokerage
commissions, fees and expenses of the disinterested Trustees of the Trust, and
extraordinary expenses) will not exceed 0.20% on an annual basis. For avoidance
of doubt, it is understood that this agreement shall not apply to any other
class other than the Investor Class.
2. AMENDMENTS. Any amendment to this Agreement may be approved by
mutual consent of the parties without a shareholder vote.
3. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or the Fund to take any action contrary to the Trust's
Declaration of Trust or Bylaws, each as in effect from time to time, or any
applicable statutory or regulatory requirement, including without limitation any
requirements under the Investment Company Act of 1940 (the "1940 Act"), to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for or control of the conduct of the
affairs of the Trust or the Fund.
4. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
the terms and provisions of the Management Agreement or the 1940 Act, shall have
the same meaning as and be resolved by reference to the Management Agreement.
5. TERMINATION. This Agreement will automatically terminate upon
termination of the Management Agreement between the Fund and the Manager.
IN WITNESS
WHEREOF, the parties have caused this Agreement to be signed by their respective
officers thereunto duly authorized, as of the date first above written.
Fidelity Management & Research Company
By: /s/XX Xxxxxx
XX Xxxxxx
Senior Vice President
Fidelity Salem Street Trust,
on behalf of Spartan Inflation-Protected Bond Index Fund
By: /s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President and Treasurer