0000035331-01-500003 Sample Contracts

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 27th, 2001 • Fidelity Destiny Portfolios • 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").

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MANAGEMENT CONTRACT between FIDELITY DESTINY PORTFOLIOS: DESTINY II and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 27th, 2001 • Fidelity Destiny Portfolios • 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.

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