0000722574-01-500007 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY EQUITY-INCOME II FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 26th, 2001 • Fidelity Financial Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of November 1999, 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 Equity-Income II 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 FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • January 26th, 2001 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this 1st day of January, 2001, 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").

MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY RETIREMENT GROWTH FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 26th, 2001 • Fidelity Financial Trust • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of November 1999, 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 Retirement Growth Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • January 26th, 2001 • Fidelity Financial Trust • Massachusetts

AGREEMENT made this 1st day of January, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

MANAGEMENT CONTRACT BETWEEN FIDELITY FINANCIAL TRUST: FIDELITY CONVERTIBLE SECURITIES FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity Financial Trust • January 26th, 2001 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of November 1999, 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 Convertible Securities 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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