Exhibit 5(g)
ADMINISTRATION AGREEMENT
between
STRATEGIC ADVISERS, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT dated as of this 18th day of July, 1996 between Strategic
Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity
Management & Research Company, a Massachusetts corporation (the
"Administrator").
WHEREAS, the Adviser has entered into a Management Agreement (the
"Management Agreement"), dated July 18, 1996, with Fidelity Aberdeen Street
Trust (the "Fund") on behalf of Fidelity Freedom 2020 Fund (the
"Portfolio");
WHEREAS, pursuant to the Management Agreement, the Adviser has agreed to
perform (or arrange for the performance by its affiliates of) certain
investment advisory and other management services on behalf of the
Portfolio; and
WHEREAS, the Adviser desires to appoint the Administrator as its agent to
perform on behalf of the Portfolio all services enumerated in the
Management Agreement other than investment advisory services, and the
Administrator is willing to accept such appointment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Adviser and the Administrator hereby agree
as follows:
1. The Adviser hereby appoints the Administrator as its agent to perform
(or arrange for the performance by its affiliates of) the services
described herein, and the Administrator hereby accepts such appointment,
subject to and in accordance with the following provisions.
2.(a) The Administrator shall perform (or arrange for the performance by
its affiliates of) all of the management and administrative services to be
performed on behalf of the Portfolio by the Adviser pursuant to the
Management Agreement other than those services described in paragraphs 1(a)
and 1(d) thereof.
(b) Without limiting the foregoing, the Administrator shall, subject to
the supervision of the Adviser, perform (or arrange for the performance by
its affiliates of) the management and administrative services necessary for
the operation of the Fund set forth in paragraph 1(b) of the Management
Agreement. Such services shall include, but not be 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 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 Administrator shall also furnish such reports, evaluations, information
or analyses to the Fund or the Adviser as the Fund's Board of Trustees or
the Adviser may request from time to time or as the Administrator may deem
to be desirable. The Administrator shall, subject to review by the Adviser
and the Board of Trustees, furnish such other services as the Administrator
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement.
(c) The Administrator undertakes to pay, either itself or through an
affiliated company, all expenses involved in the operation of the
Portfolio, except (i) the management fee payable by the Portfolio pursuant
to paragraph 3 of the Management Agreement, (ii) the other expenses payable
by the Portfolio pursuant to paragraph 1(c) of the Management Agreement,
and (iii) the expenses of the Adviser incurred in the performance of its
obligations pursuant to paragraphs 1(a) and 1(d) of the Management
Agreement, except that the Administrator shall be responsible for paying
the salaries and fees of all officers of the Fund and of all Trustees of
the Fund who are "interested persons" of the Fund or of the Administrator.
It is understood that service charges billed directly to shareholders of
the Portfolio, including charges for exchanges, redemptions, sub-accounting
or other services, shall not be payable by the Administrator, but may be
received and retained by the Administrator or its affiliates.
3. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Administrator as directors,
officers or otherwise and that directors, officers and stockholders of the
Administrator are or may be or become similarly interested in the Fund, and
that the Administrator may be or become interested in the Fund as a
shareholder or otherwise.
4. For the services and facilities to be furnished hereunder, the Adviser
shall pay the Administrator a fee, payable monthly as soon as practicable
after the last day of each month, equal to the monthly management fee
received from the Portfolio by the Adviser under the Management Agreement,
less an amount equal to an annual rate of 02/100 of 1% of the average daily
net assets of the Portfolio (computed in the manner set forth in the Fund's
Trust Instrument) throughout the month, provided that if the fee calculated
in accordance with the preceding clause for any month shall be less than
zero, the Administrator shall not receive any fee for such month but shall
have no obligation to reimburse the Adviser.
5. The services of the Administrator to the Portfolio are not to be
deemed exclusive, the Administrator 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 Agreement, interfere in a
material manner with the Administrator'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
Administrator, the Administrator shall not be subject to liability to the
Adviser, 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 Agreement shall continue in force until July 31,
1997 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 Agreement may be modified by mutual consent of the parties
hereto, provided that any such modification shall be authorized by the vote
of the Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Portfolio.
(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 Agreement
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Agreement, the Management Agreement 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 Agreement without payment of
any penalty. This Agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of those Trustees of the Fund who
are not parties to this Agreement, the Management Agreement or interested
persons of any such party, or by vote of a majority of the outstanding
voting securities of the Portfolio. This Agreement shall terminate
automatically in the event of its assignment or upon termination of the
Management Agreement.
7. 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.
8. The terms "vote of a majority of outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
meanings specified in the Investment Company Act of 1940 and rules
thereunder, 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 duly executed this Agreement as of
the day and year first above written.
FIDELITY MANAGEMENT & RESEARCH
COMPANY
By /s/J. Xxxx Xxxxxxxx
J. Xxxx Xxxxxxxx, Senior Vice President
STRATEGIC ADVISERS, INC.
By /s/Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, President
