0000205323-08-000006 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY PHILLIPS STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • January 28th, 2008 • Fidelity Phillips Street Trust • Massachusetts

Agreement made this 1st day of May, 2006, between Fidelity Phillips Street Trust, a Delaware statutory 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 U.S. Government Reserves, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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MANAGEMENT CONTRACT BETWEEN FIDELITY PHILLIPS STREET TRUST: FIDELITY CASH RESERVES AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 28th, 2008 • Fidelity Phillips Street Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Phillips Street Trust, a Delaware business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Cash Reserves (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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