Exhibit m(1)
FORM OF
DISTRIBUTION AND SERVICE PLAN
FIDELITY ABERDEEN STREET TRUST:
FIDELITY FREEDOM 2040 FUND
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Fidelity Freedom 2040 Fund (the "Portfolio"), a series of shares of
Fidelity Aberdeen Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company ("FMR"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that Strategic Advisers,
Inc. ("Strategic Advisers"), an affiliate of FMR, and/or FMR may use
its revenues, including management fees paid to Strategic Advisers by
the Portfolio, or fees paid to FMR by Strategic Advisers out of such
management fees, as well as its past profits or its resources from any
other source, to make payment to the Distributor with respect to any
expenses incurred in connection with the distribution of shares of the
Portfolio, including the activities referred to above.
3. Strategic Advisers and/or FMR directly, or through the
Distributor, may, subject to the approval of the Trustees, make
payments to securities dealers and other third parties who engage in
the sale of shares or who render shareholder support services,
including but not limited to providing office space, equipment and
telephone facilities, answering routine inquiries regarding the
Portfolio, processing shareholder transactions and providing such
other shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this
Plan to Strategic Advisers, FMR, the Distributor or any other party,
it being recognized that the Portfolio presently pays, and will
continue to pay, a management fee to Strategic Advisers. To the
extent that any payments made by the Portfolio to Strategic Advisers,
including payment of management fees, out of which management fees
Strategic Advisers may pay fees to FMR, should be deemed to be
indirect financing of any activity primarily intended to result in the
sale of shares of the Portfolio within the context of Rule 12b-1 under
the Act, then such payments shall be deemed to be authorized by this
Plan.
5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until ______, and from year to
year thereafter, provided, however, that such continuance is subject
to approval annually by a vote of a majority of the Trustees of the
Fund, including a majority of the Independent Trustees, cast in person
at a meeting called for the purpose of voting on this Plan. This Plan
may be amended at any time by the Board of Trustees, provided that (a)
any amendment to authorize direct payments by the Portfolio to finance
any activity primarily intended to result in the sale of shares of the
Portfolio, or to increase materially the amount spent by the Portfolio
for distribution shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of the Portfolio, and
(b) any material amendments of this Plan shall be effective only upon
approval in the manner provided in the first sentence in this
paragraph.
7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, the Fund shall require
Strategic Advisers and/or FMR and/or Distributor to provide the Fund,
for review by the Fund's Board of Trustees, and the Trustees shall
review, at least quarterly, a written report of the amounts expended
in connection with financing any activity primarily intended to result
in the sale of shares of the Portfolio (making estimates of such costs
where necessary or desirable) and the purposes for which such
expenditures were made.
9. This Plan does not require Strategic Advisers, FMR, or Distributor
to perform any specific type or level of distribution activities or to
incur any specific level of expenses for activities primarily intended
to result in the sale of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Trust Instrument or other organizational document,
any obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any
other series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.
