Exhibit (d)(2)
FORM OF
ADMINISTRATION AGREEMENT
between
STRATEGIC ADVISERS, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT dated as of this ___ day of ____, ____ 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 ________, with Fidelity Oxford Street
Trust (the "Fund") on behalf of Fidelity Four-in-One Index 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 .__%
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, 1999 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.
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