00 XXXXX XXXXX EXPENSE CONTRACT
BETWEEN
FIDELITY COURT STREET TRUST II:
FIDELITY NEW JERSEY AMT TAX-FREE MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
This 35 Basis Point Expense Contract, dated as of April 1, 2007
(the "Agreement"), is made and entered into by and between Fidelity Court
Street Trust II, a Delaware statutory trust which may issue one or more series
of shares of beneficial interest (the "Trust"), on behalf of Fidelity New Jersey
AMT Tax-Free Money Market 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, amended and restated as of April 1, 2007
(the "Management Agreement"), pursuant to which the Manager has agreed to reduce
the fee paid to the Manager thereunder and to pay certain expenses of the Fund
in return for an annualized 20 basis points 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 interests of the Fund and its shareholders to maintain
the expenses of the currently existing class of the Fund (hereinafter the
"Retail Class") at a fixed annualized expense rate not to exceed 35 basis
points.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE PROVISION. Until this agreement shall be amended or
terminated pursuant to Section 3 or Section 6 hereof, the Manager agrees to pay
or provide for the payment of any fee or expense allocated at the class-level
and attributable to the Retail Class, such that the ordinary operating expenses
incurred by the Retail Class in any fiscal year (excluding interest, taxes,
securities lending costs, brokerage commissions, and extraordinary expenses)
will not exceed 0.35% on an annual basis. For avoidance of doubt, it is
understood that this agreement shall not apply to any other class of the Fund
other than the Retail Class.
2. EXPENSE CREDITS. Through arrangements with the Fund's custodian
and transfer agent, credits realized as a result of uninvested cash balances are
used to reduce custodian, transfer agent, and pricing and bookkeeping expenses
of the Fund (or a class of the Fund). This Agreement in no way shall limit the
use of such credits by the Fund (or any class of the Fund), nor shall it affect
the Manager's obligations hereunder.
3. AMENDMENTS. This Agreement may not be amended to increase the
fees or expenses payable by the Retail Class except by a vote of a majority of
the Board of Trustees of the Trust and by a vote of a majority of the
outstanding voting securities of the Retail Class; provided that the
Trust may amend Section 1 hereof without shareholder approval if the Board of
Trustees determines that any payments by or on behalf of the Manager described
in Section 1 hereof may create a preferential dividend for federal income tax
purposes; and further provided, that all other amendments may be approved
by mutual consent of the parties without a shareholder vote.
4. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or the Retail Class to take any action contrary to the Trust's
Trust Instrument or other organizational document, 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 Retail Class.
5. 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 between the Trust and the
Manager, or the 1940 Act, shall have the same meaning as and be resolved by
reference to the Management Agreement.
6. 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.
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FIDELITY COURT STREET TRUST II |
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on behalf of
Fidelity New Jersey AMT Tax-Free Money
Market Fund |
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By: |
/s/Xxxxxxxxx Xxxxxxxxxx |
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Xxxxxxxxx Xxxxxxxxxx
Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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By: |
/s/XX Xxxxxx |
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XX Xxxxxx
Vice President
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