0000354046-07-000030 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between FIDELITY CHARLES STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • November 28th, 2007 • Fidelity Charles Street Trust • Massachusetts

Agreement made this 20th day of September, 2007 , between Fidelity Charles Street 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 Asset Manager 30%, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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MANAGEMENT CONTRACT BETWEEN FIDELITY CHARLES STREET TRUST: FIDELITY ASSET MANAGER 70% AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • November 28th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Charles Street 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 Asset Manager 70% (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) and FIDELITY CHARLES STREET TRUST ON BEHALF OF FIDELITY ASSET MANAGER 60%
Sub-Advisory Agreement • November 28th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 20th day of September, 2007, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Research & Analysis Company (FRAC) (hereinafter called the "Sub-Advisor"); and Fidelity Charles Street 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 Asset Manager 60% (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 28th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 29th day of June, 2007, 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").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • November 28th, 2007 • Fidelity Charles Street Trust • Massachusetts

AGREEMENT made this 20th day of September, 2007, 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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