Fidelity Exchange Fund Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY EXCHANGE FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 14th, 2008 • Fidelity Exchange Fund • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Exchange Fund, a Massachusetts statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of its single existing series of shares of beneficial interest (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • March 30th, 2001 • Fidelity Exchange Fund • Massachusetts

AGREEMENT made this 1st day of January, 2001, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY EXCHANGE FUND and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 28th, 2006 • Fidelity Exchange Fund • Massachusetts

Agreement made this 19th day of May, 2005, between Fidelity Exchange Fund, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Exchange Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

GENERAL RESEARCH SERVICES AGREEMENT
General Research • August 29th, 2006 • Fidelity Exchange Fund • Massachusetts

This AGREEMENT is effective as of January 20, 2006, by and among Fidelity Management & Research Company ("FMR"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, FMR Co., Inc. ("FMR Co"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, Fidelity Investments Money Management Inc. ("FIMM"), a New Hampshire corporation with its principal offices at One Spartan Way, Merrimack, New Hampshire and Fidelity Research & Analysis Company ("FRAC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

MANAGEMENT CONTRACT between FIDELITY EXCHANGE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 29th, 2006 • Fidelity Exchange Fund

AGREEMENT made this 1st day of November, 1988, by and between Fidelity Exchange Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

EXHIBIT 5 MANAGEMENT CONTRACT between FIDELITY EXCHANGE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 1st day of November, 1988, by and between Fidelity Exchange Fund, a Massachusetts business trust which may issue one or more...
Fidelity Exchange Fund • April 20th, 1998

EXHIBIT 5 MANAGEMENT CONTRACT between FIDELITY EXCHANGE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 1st day of November, 1988, by and between Fidelity Exchange Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser"). 1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Fund may impose by notice in writing to the Adviser. The

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