0000795422-06-000092 Sample Contracts

GENERAL RESEARCH SERVICES AGREEMENT
General Research • August 29th, 2006 • Fidelity Exchange Fund • Massachusetts

This AGREEMENT is effective as of January 20, 2006, by and among Fidelity Management & Research Company ("FMR"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, FMR Co., Inc. ("FMR Co"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts, Fidelity Investments Money Management Inc. ("FIMM"), a New Hampshire corporation with its principal offices at One Spartan Way, Merrimack, New Hampshire and Fidelity Research & Analysis Company ("FRAC"), a Massachusetts corporation with its principal offices at 82 Devonshire Street, Boston, Massachusetts.

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MANAGEMENT CONTRACT between FIDELITY EXCHANGE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 29th, 2006 • Fidelity Exchange Fund

AGREEMENT made this 1st day of November, 1988, by and between Fidelity Exchange Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser").

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