0000354046-07-000013 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY CHARLES STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 20th, 2007 • Fidelity Charles Street Trust • Massachusetts

Agreement made this __ day of , 200 , 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 60%, 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 CHARLES STREET TRUST: FIDELITY ADVISOR ASSET MANAGER 70% and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • July 20th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 29th day of June, 2007, 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 Advisor Asset Manager 70% (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 FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) and FIDELITY CHARLES STREET TRUST ON BEHALF OF FIDELITY ASSET MANAGER 40%
Sub-Advisory Agreement • July 20th, 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 Research & Analysis Company (FRAC) (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 Asset Manager 40% (hereinafter called the "Portfolio").

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FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • July 20th, 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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FORM OF MANAGEMENT CONTRACT between FIDELITY CHARLES STREET TRUST: FIDELITY ASSET MANAGER 30% and FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Charles Street Trust • July 20th, 2007 • Massachusetts

AGREEMENT made this __ day of _____, 200_, 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 30% (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 FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY CHARLES STREET TRUST ON BEHALF OF FIDELITY ASSET MANAGER 60%
Fidelity Charles Street Trust • July 20th, 2007 • 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 (U.K.) 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 Asset Manager 60% (hereinafter called the "Portfolio").

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FORM OF Schedule A Trusts and Portfolios covered by the Sub-Advisory Agreement, dated as of August 1, 2001, between Fidelity Management & Research (Far East), Inc. (Currently Fidelity Research & Analysis Company) and Fidelity Investments Japan Limited
Fidelity Charles Street Trust • July 20th, 2007
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FORM OF CUSTODIAN AGREEMENT Dated as of Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and JPMORGAN CHASE BANK, N.A.
Custodian Agreement • July 20th, 2007 • Fidelity Charles Street Trust
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FORM OF Schedule A Trusts and Portfolios Covered by the Sub-Research Agreement, dated as of July 1, 2003 between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited
Fidelity Charles Street Trust • July 20th, 2007
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