0000354046-00-500004 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY CHARLES STREET TRUST: FIDELITY ASSET MANAGER AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 22nd, 2000 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of November 1999, by and between Fidelity Charles Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Asset Manager (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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FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 22nd, 2000 • Fidelity Charles Street Trust • 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").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • November 22nd, 2000 • Fidelity Charles Street Trust • 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").

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