0000356173-07-000022 Sample Contracts

FORM OF MANAGEMENT CONTRACT between FIDELITY COLCHESTER STREET TRUST: Government Portfolio and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 7th, 2007 • Fidelity Colchester Street Trust

AGREEMENT AMENDED and RESTATED as of the __ day of _________, 200_, by and between Fidelity Colchester Street Trust, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of Government Portfolio (hereinafter called the "Portfolio") and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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FORM OF MANAGEMENT CONTRACT between FIDELITY COLCHESTER STREET TRUST: Treasury Only Portfolio and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 7th, 2007 • Fidelity Colchester Street Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this ___ day of ___________, 200_, by and between Fidelity Colchester Street Trust, a Delaware statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust"), on behalf of Treasury Only Portfolio (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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