0001379491-16-004307 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY COLCHESTER STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 27th, 2016 • Fidelity Colchester Street Trust • Massachusetts

AGREEMENT made this 10th day of March, 2016, between Fidelity Colchester Street Trust, a Delaware statutory 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 Prime Reserves Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • May 27th, 2016 • Fidelity Colchester Street Trust • Massachusetts

AGREEMENT made this 10th day of March, 2016, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ‘‘Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the ‘‘Adviser”).

MANAGEMENT CONTRACT between FIDELITY COLCHESTER STREET TRUST: PRIME RESERVES PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • May 27th, 2016 • Fidelity Colchester Street Trust • Massachusetts

AGREEMENT made this10th day of March, 2016, 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 Prime Reserves Portfolio (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

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