0000356173-03-000001 Sample Contracts

SELLING DEALER AGREEMENT (for Bank Related Transactions)
Selling Dealer Agreement • May 22nd, 2003 • Colchester Street Trust • Massachusetts

We at Fidelity Distributors Corporation invite you to distribute shares of the mutual funds, or the separate series or classes of the mutual funds, listed on Schedule A and B attached to this Agreement (the "Portfolios"). We may periodically change the list of Portfolios by giving you written notice of the change. We are the Portfolios' principal underwriter and, as agent for the Portfolios, we offer to sell Portfolio shares to you on the following terms:

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MANAGEMENT CONTRACT between COLCHESTER STREET TRUST TAX-EXEMPT PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • May 22nd, 2003 • Colchester Street Trust

AGREEMENT made as of the 29th day of May 1998, by and between Colchester 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 Tax-Exempt Portfolio (hereinafter called the "Portfolio") and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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