0000708191-04-000011 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY FINANCIAL TRUST: FIDELITY STRATEGIC DIVIDEND & INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • July 28th, 2004 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this 20th day of November, 2003, by and between Fidelity Financial 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 Strategic Dividend & Income Fund (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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY FINANCIAL TRUST ON BEHALF OF FIDELITY STRATEGIC DIVIDEND & INCOME FUND
Sub-Advisory Agreement • July 28th, 2004 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this 20th day of November, 2003, 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 Financial 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 Strategic Dividend & Income Fund (hereinafter called the "Portfolio").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY FINANCIAL TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • July 28th, 2004 • Fidelity Financial Trust • Massachusetts

Agreement made this 20th day of November, 2003, between Fidelity Financial 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 Strategic Dividend & Income Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • July 28th, 2004 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this 20th day of November, 2003, 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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