0000880195-08-000052 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY EXCHANGE FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • March 14th, 2008 • Fidelity Exchange Fund • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Exchange Fund, a Massachusetts statutory trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of its single existing series of shares of beneficial interest (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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