0000035331-00-500004 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 27th, 2000 • Fidelity Destiny Portfolios • Massachusetts

AGREEMENT made this day of , 200_, 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").

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RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • November 27th, 2000 • Fidelity Destiny Portfolios • Massachusetts

AGREEMENT made this 1st day of January, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY DESTINY PORTFOLIOS and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • November 27th, 2000 • Fidelity Destiny Portfolios • Massachusetts

Agreement made this 16th day of March, 2000, between Fidelity Destiny Portfolios, 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 Destiny I, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

MANAGEMENT CONTRACT between FIDELITY DESTINY PORTFOLIOS: DESTINY II and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Destiny Portfolios • November 27th, 2000 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of November 1999, by and between Fidelity Destiny Portfolios, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Destiny II (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171-2197 Attn: Susanne McQuillan Re: Addendum to the Custodian Agreement, dated as of February 1, 1996, between State Street Bank and Trust Company and each of the...
Fidelity Destiny Portfolios • November 27th, 2000

This letter agreement shall serve to replace the addendum dated October 21, 1996 to the Custodian Agreement (the "Custodian Agreement"), effective as of February 1, 1996, between State Street Bank and Trust Company (the "Custodian") and each of the Investment Companies listed on Appendix "A" attached thereto, as the same may be amended from time to time (each a "Fund" and collectively, the "Funds"), on behalf of each of their respective series portfolios listed on such Appendix "A" (each a "Portfolio" and collectively, the "Portfolios"). This Addendum shall also apply to any future Fund or Portfolio added to Appendix A in accordance with the terms of the Custodian Agreement. Capitalized terms not otherwise defined herein shall have the meanings specified in the Custodian Agreement.

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