0000354046-07-000002 Sample Contracts

Exhibit (e)(2) AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY CHARLES STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 15th, 2007 • Fidelity Charles Street Trust • Massachusetts

Agreement made this 1st day of May, 2006, between Fidelity Charles Street Trust, 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 Asset Manager: Aggressive, 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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FORM OF MANAGEMENT CONTRACT between FIDELITY CHARLES STREET TRUST FIDELITY BROAD MARKET OPPORTUNITIES FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • May 15th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this __ day of _____ _____, 20__, 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 Broad Market Opportunities Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Form Of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY CHARLES STREET TRUST ON BEHALF OF FIDELITY BROAD MARKET OPPORTUNITIES FUND
Sub-Advisory Agreement • May 15th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this ___ day of ____, 200_, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Charles Street Trust a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Broad Market Opportunities Fund (hereinafter called the "Portfolio").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • May 15th, 2007 • 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").

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