-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AjhGKBmS9VzwAoEH1Kn06Pu2fVQwlgPvG7E6RxYMrEzp8dIVEdtlbwYai5EFVARg EW+o/duqT8hzPAmjjQ1PBQ== 0000035331-01-500006.txt : 20020412 0000035331-01-500006.hdr.sgml : 20020412 ACCESSION NUMBER: 0000035331-01-500006 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CHARLES STREET TRUST CENTRAL INDEX KEY: 0000354046 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-03221 FILM NUMBER: 1800967 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 2145064081 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAIL ZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FEDERAL RESERVES DATE OF NAME CHANGE: 19820215 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY U S GOVERNMENT RESERVES FUND DATE OF NAME CHANGE: 19880201 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY UNITED STATES TREASURY TRUST DATE OF NAME CHANGE: 19811020 NSAR-B 1 answer.fil PAGE 1 000 B000000 09/01/2001 000 C000000 0000354046 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY CHARLES STREET TRUST 001 B000000 811-3221 001 C000000 6037917488 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 5 007 C010100 1 007 C010200 2 007 C020200 FIDELITY ASSET MANAGER 007 C030200 N 007 C010300 3 007 C020300 FIDELITY ASSET MANAGER: GROWTH 007 C030300 N 007 C010400 4 007 C010500 5 007 C020500 FIDELITY ASSET MANAGER: INCOME 007 C030500 N 007 C010600 6 007 C020600 SPARTAN INVESTMENT GRADE BOND FUND 007 C030600 N 007 C010700 7 007 C010800 8 007 C020800 FIDELITY ASSET MANAGER: AGGRESSIVE 007 C030800 N 007 C010900 9 007 C011000 10 008 A00AA01 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B00AA01 A 008 C00AA01 801-7884 008 D01AA01 BOSTON 008 D02AA01 MA 008 D03AA01 02109 008 A00AA02 FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. 008 B00AA02 S 008 C00AA02 801-28773 PAGE 2 008 D01AA02 LONDON 008 D05AA02 ENGLAND 008 A00AA03 FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC 008 B00AA03 S 008 C00AA03 801-28774 008 D01AA03 TOKYO 008 D05AA03 JAPAN 008 A00AA04 FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. 008 B00AA04 S 008 C00AA04 801-34590 008 D01AA04 MERRIMACK 008 D02AA04 NH 008 D03AA04 03054 008 A00AA05 FIDELITY INVESTMENTS JAPAN LIMITED 008 B00AA05 S 008 C00AA05 801-00000 008 D01AA05 TOKYO 008 D05AA05 JAPAN 008 A00AA06 FMR CO., INC. 008 B00AA06 S 008 C00AA06 801-3447 008 D01AA06 BOSTON 008 D02AA06 MA 008 D03AA06 02109 008 A00AA07 FIDELITY INT'L. 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MORGAN CHASE & CO. 025 B000301 13-3224016 025 C000301 E 025 D000301 34768 025 A000302 MORGAN STANLEY DEAN WITTER & CO. 025 B000302 13-2655998 025 C000302 E 025 D000302 24593 025 A000303 BANK OF AMERICA SECURITIES LLC 025 B000303 56-2058405 025 C000303 E 025 D000303 20236 025 A000304 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. 025 B000304 13-5674085 025 C000304 E 025 D000304 19788 025 A000305 BANK OF AMERICA SECURITIES LLC 025 B000305 56-2058405 025 C000305 D 025 D000305 3542 025 A000306 CREDIT SUISSE FIRST BOSTON CORP. 025 B000306 13-5659485 025 C000306 D 025 D000306 4954 025 A000307 UBS WARBURG & CO., INC. 025 B000307 13-3299429 025 C000307 D 025 D000307 1019 025 A000308 J.P. MORGAN CHASE & CO. 025 B000308 13-3224016 025 C000308 D 025 D000308 661 025 A000309 DEUTCHE BANK SECURITIES 025 B000309 13-2730828 025 C000309 D 025 D000309 1404 025 D000310 0 025 D000311 0 025 D000312 0 025 D000313 0 025 D000314 0 025 D000315 0 025 D000316 0 028 A010300 48486 PAGE 13 028 A020300 0 028 A030300 0 028 A040300 55200 028 B010300 39591 028 B020300 0 028 B030300 0 028 B040300 48773 028 C010300 34858 028 C020300 0 028 C030300 0 028 C040300 65855 028 D010300 34852 028 D020300 0 028 D030300 0 028 D040300 49573 028 E010300 33115 028 E020300 0 028 E030300 0 028 E040300 56757 028 F010300 30173 028 F020300 0 028 F030300 0 028 F040300 67795 028 G010300 221075 028 G020300 0 028 G030300 0 028 G040300 343953 028 H000300 0 037 000300 N 038 000300 0 039 000300 N 040 000300 Y 041 000300 N 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 0 044 000300 10 045 000300 Y 046 000300 N 047 000300 N 048 000300 0.000 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 PAGE 14 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 049 000300 N 050 000300 N 051 000300 N 052 000300 Y 053 A000300 Y 053 B000300 Y 053 C000300 N 054 A000300 Y 054 B000300 Y 054 C000300 N 054 D000300 N 054 E000300 N 054 F000300 N 054 G000300 Y 054 H000300 Y 054 I000300 N 054 J000300 Y 054 K000300 N 054 L000300 N 054 M000300 Y 054 N000300 N 054 O000300 Y 055 A000300 N 055 B000300 N 056 000300 Y 057 000300 N 058 A000300 N 059 000300 Y 060 A000300 Y 060 B000300 Y 061 000300 2500 062 A000300 N 062 B000300 0.0 PAGE 15 062 C000300 0.0 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 0 063 B000300 0.0 066 A000300 Y 066 B000300 N 066 C000300 N 066 D000300 N 066 E000300 N 066 F000300 N 066 G000300 Y 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 Y 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 Y 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 Y 070 I020300 N 070 J010300 Y 070 J020300 Y 070 K010300 Y 070 K020300 Y PAGE 16 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 Y 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 Y 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 N 071 A000300 6039000 071 B000300 6274198 071 C000300 4212557 071 D000300 143 072 A000300 12 072 B000300 118845 072 C000300 38091 072 D000300 0 072 E000300 64 072 F000300 26633 072 G000300 0 072 H000300 0 072 I000300 9776 072 J000300 108 072 K000300 0 072 L000300 0 072 M000300 2 072 N000300 48 072 O000300 0 072 P000300 4 072 Q000300 658 072 R000300 75 072 S000300 17 072 T000300 0 072 U000300 0 072 V000300 223 072 W000300 18 072 X000300 37562 072 Y000300 1551 072 Z000300 120989 072AA000300 0 072BB000300 421909 072CC010300 0 072CC020300 770440 072DD010300 118203 072DD020300 0 072EE000300 657869 PAGE 17 073 A010300 0.4600 073 A020300 0.0000 073 B000300 2.5600 073 C000300 0.0000 074 A000300 420 074 B000300 0 074 C000300 13992 074 D000300 956875 074 E000300 42212 074 F000300 2616719 074 G000300 0 074 H000300 0 074 I000300 267654 074 J000300 65652 074 K000300 0 074 L000300 31875 074 M000300 0 074 N000300 3995399 074 O000300 74261 074 P000300 1920 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 3372 074 S000300 0 074 T000300 3915846 074 U010300 290534 074 U020300 0 074 V010300 13.48 074 V020300 0.00 074 W000300 0.0000 074 X000300 498329 074 Y000300 10093 075 A000300 0 075 B000300 4623812 076 000300 0.00 015 A000501 THE CHASE MANHATTAN BANK 015 B000501 C 015 C010501 NEW YORK 015 C020501 NY 015 C030501 10081 015 E010501 X 015 A000502 THE BANK OF NEW YORK 015 B000502 C 015 C010502 NEW YORK 015 C020502 NY 015 C030502 10286 015 E010502 X 024 000500 Y 025 A000501 BANC OF AMERICA SECURITIES LLC PAGE 18 025 B000501 56-2058405 025 C000501 D 025 D000501 3286 025 A000502 CREDIT SUISSE FIRST BOSTON CORP. 025 B000502 13-5659485 025 C000502 D 025 D000502 3917 025 A000503 BANC OF AMERICA SECURITIES LLC 025 B000503 56-2055845 025 C000503 E 025 D000503 1390 025 A000504 UBS WARBURG LLC 025 B000504 13-3340045 025 C000504 D 025 D000504 1132 025 A000505 J.P. MORGAN CHASE & CO. 025 B000505 13-3224016 025 C000505 D 025 D000505 771 025 A000506 MORGAN STANLEY DEAN WITTER & CO. 025 B000506 13-2655998 025 C000506 E 025 D000506 709 025 A000507 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. 025 B000507 13-5674085 025 C000507 E 025 D000507 260 025 A000508 SALOMON SMITH BARNEY, INC 025 B000508 13-1912900 025 C000508 D 025 D000508 1495 025 A000509 DEUTSCHE BANK SECURITIES 025 B000509 13-2730828 025 C000509 D 025 D000509 1305 025 D000510 0 025 D000511 0 025 D000512 0 025 D000513 0 025 D000514 0 025 D000515 0 025 D000516 0 028 A010500 20576 028 A020500 3904 028 A030500 0 028 A040500 26158 028 B010500 19895 028 B020500 3892 028 B030500 0 028 B040500 22269 028 C010500 13644 PAGE 19 028 C020500 3890 028 C030500 0 028 C040500 18234 028 D010500 16854 028 D020500 3902 028 D030500 0 028 D040500 18422 028 E010500 16619 028 E020500 3130 028 E030500 0 028 E040500 20661 028 F010500 21576 028 F020500 3129 028 F030500 0 028 F040500 27141 028 G010500 109164 028 G020500 21847 028 G030500 0 028 G040500 132885 028 H000500 0 037 000500 N 038 000500 0 039 000500 N 040 000500 Y 041 000500 N 042 A000500 0 042 B000500 0 042 C000500 0 042 D000500 0 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 0 043 000500 0 044 000500 0 045 000500 Y 046 000500 N 047 000500 N 048 000500 0.000 048 A010500 0 048 A020500 0.000 048 B010500 0 048 B020500 0.000 048 C010500 0 048 C020500 0.000 048 D010500 0 048 D020500 0.000 048 E010500 0 048 E020500 0.000 048 F010500 0 048 F020500 0.000 PAGE 20 048 G010500 0 048 G020500 0.000 048 H010500 0 048 H020500 0.000 048 I010500 0 048 I020500 0.000 048 J010500 0 048 J020500 0.000 048 K010500 0 048 K020500 0.000 049 000500 N 050 000500 N 051 000500 N 052 000500 Y 053 A000500 Y 053 B000500 Y 053 C000500 N 054 A000500 Y 054 B000500 Y 054 C000500 N 054 D000500 N 054 E000500 N 054 F000500 N 054 G000500 Y 054 H000500 Y 054 I000500 N 054 J000500 Y 054 K000500 N 054 L000500 N 054 M000500 Y 054 N000500 N 054 O000500 Y 055 A000500 N 055 B000500 N 056 000500 Y 057 000500 N 058 A000500 N 059 000500 Y 060 A000500 Y 060 B000500 Y 061 000500 2500 062 A000500 N 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 0.0 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 PAGE 21 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 0.0 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 063 A000500 0 063 B000500 0.0 066 A000500 Y 066 B000500 N 066 C000500 N 066 D000500 N 066 E000500 N 066 F000500 Y 066 G000500 N 067 000500 N 068 A000500 N 068 B000500 N 069 000500 N 070 A010500 Y 070 A020500 Y 070 B010500 Y 070 B020500 N 070 C010500 Y 070 C020500 N 070 D010500 Y 070 D020500 N 070 E010500 Y 070 E020500 N 070 F010500 Y 070 F020500 Y 070 G010500 Y 070 G020500 N 070 H010500 Y 070 H020500 N 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 Y 070 K010500 Y 070 K020500 Y 070 L010500 Y 070 L020500 Y 070 M010500 Y 070 M020500 Y 070 N010500 Y 070 N020500 Y 070 O010500 Y 070 O020500 N PAGE 22 070 P010500 Y 070 P020500 Y 070 Q010500 N 070 Q020500 N 070 R010500 Y 070 R020500 N 071 A000500 1064290 071 B000500 1107007 071 C000500 647166 071 D000500 164 072 A000500 12 072 B000500 51178 072 C000500 1753 072 D000500 0 072 E000500 1 072 F000500 3952 072 G000500 0 072 H000500 0 072 I000500 1496 072 J000500 58 072 K000500 0 072 L000500 0 072 M000500 3 072 N000500 36 072 O000500 0 072 P000500 0 072 Q000500 228 072 R000500 71 072 S000500 3 072 T000500 0 072 U000500 0 072 V000500 56 072 W000500 3 072 X000500 5906 072 Y000500 179 072 Z000500 47205 072AA000500 0 072BB000500 60146 072CC010500 0 072CC020500 8589 072DD010500 46842 072DD020500 0 072EE000500 18586 073 A010500 0.6100 073 A020500 0.0000 073 B000500 0.2200 073 C000500 0.0000 074 A000500 0 074 B000500 6121 074 C000500 7154 074 D000500 445261 PAGE 23 074 E000500 2000 074 F000500 128705 074 G000500 0 074 H000500 0 074 I000500 326638 074 J000500 10044 074 K000500 0 074 L000500 9851 074 M000500 0 074 N000500 935774 074 O000500 17398 074 P000500 328 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 1692 074 S000500 0 074 T000500 916356 074 U010500 82298 074 U020500 0 074 V010500 11.13 074 V020500 0.00 074 W000500 0.0000 074 X000500 141519 074 Y000500 4994 075 A000500 0 075 B000500 924803 076 000500 0.00 015 A000601 THE BANK OF NEW YORK 015 B000601 C 015 C010601 NEW YORK 015 C020601 NY 015 C030601 10286 015 E010601 X 015 A000602 THE CHASE MANHATTAN BANK 015 B000602 C 015 C010602 NEW YORK 015 C020602 NY 015 C030602 10081 015 E010602 X 024 000600 Y 025 A000601 ABN AMRO, INC. 025 B000601 13-3227945 025 C000601 D 025 D000601 5764 025 A000602 BANC OF AMERICA SECURITIES LLC 025 B000602 56-2058405 025 C000602 D 025 D000602 10145 025 A000603 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC. PAGE 24 025 B000603 13-5674085 025 C000603 D 025 D000603 6721 025 A000604 UBS WARBURG LLC 025 B000604 13-3873456 025 C000604 D 025 D000604 4980 025 A000605 J.P. MORGAN CHASE & CO. 025 B000605 13-3224016 025 C000605 D 025 D000605 25569 025 A000606 CREDIT SUISSE FIRST BOSTON CORP. 025 B000606 13-5659485 025 C000606 D 025 D000606 30298 025 D000607 0 025 D000608 0 028 A010600 119358 028 A020600 9199 028 A030600 0 028 A040600 56385 028 B010600 95118 028 B020600 9526 028 B030600 0 028 B040600 41946 028 C010600 89028 028 C020600 9598 028 C030600 0 028 C040600 30096 028 D010600 177137 028 D020600 10171 028 D030600 0 028 D040600 34811 028 E010600 144005 028 E020600 10276 028 E030600 0 028 E040600 46756 028 F010600 132418 028 F020600 10057 028 F030600 0 028 F040600 218863 028 G010600 757064 028 G020600 58827 028 G030600 0 028 G040600 428857 028 H000600 0 037 000600 N 038 000600 0 039 000600 N 040 000600 Y 041 000600 N PAGE 25 042 A000600 0 042 B000600 0 042 C000600 0 042 D000600 0 042 E000600 0 042 F000600 0 042 G000600 0 042 H000600 0 043 000600 0 044 000600 0 045 000600 Y 046 000600 N 047 000600 Y 048 000600 0.600 048 A010600 0 048 A020600 0.000 048 B010600 0 048 B020600 0.000 048 C010600 0 048 C020600 0.000 048 D010600 0 048 D020600 0.000 048 E010600 0 048 E020600 0.000 048 F010600 0 048 F020600 0.000 048 G010600 0 048 G020600 0.000 048 H010600 0 048 H020600 0.000 048 I010600 0 048 I020600 0.000 048 J010600 0 048 J020600 0.000 048 K010600 0 048 K020600 0.000 049 000600 N 050 000600 N 051 000600 N 052 000600 N 053 A000600 Y 053 B000600 Y 053 C000600 N 054 A000600 Y 054 B000600 Y 054 C000600 Y 054 D000600 Y 054 E000600 Y 054 F000600 Y 054 G000600 Y 054 H000600 Y PAGE 26 054 I000600 N 054 J000600 Y 054 K000600 Y 054 L000600 Y 054 M000600 Y 054 N000600 Y 054 O000600 Y 055 A000600 N 055 B000600 N 056 000600 Y 057 000600 N 058 A000600 N 059 000600 Y 060 A000600 Y 060 B000600 Y 061 000600 25000 062 A000600 Y 062 B000600 0.0 062 C000600 0.0 062 D000600 14.2 062 E000600 0.0 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 4.3 062 M000600 6.7 062 N000600 48.1 062 O000600 0.0 062 P000600 30.4 062 Q000600 9.6 062 R000600 0.0 063 A000600 0 063 B000600 7.1 064 A000600 N 064 B000600 N 066 A000600 N 067 000600 N 068 A000600 N 068 B000600 N 069 000600 N 070 A010600 Y 070 A020600 Y 070 B010600 N 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 N 070 D020600 N PAGE 27 070 E010600 Y 070 E020600 N 070 F010600 N 070 F020600 N 070 G010600 Y 070 G020600 N 070 H010600 N 070 H020600 N 070 I010600 N 070 I020600 N 070 J010600 Y 070 J020600 Y 070 K010600 Y 070 K020600 N 070 L010600 Y 070 L020600 Y 070 M010600 Y 070 M020600 Y 070 N010600 Y 070 N020600 Y 070 O010600 Y 070 O020600 N 070 P010600 Y 070 P020600 N 070 Q010600 N 070 Q020600 N 070 R010600 N 070 R020600 N 071 A000600 4770433 071 B000600 4360098 071 C000600 1957482 071 D000600 233 072 A000600 12 072 B000600 134715 072 C000600 0 072 D000600 0 072 E000600 302 072 F000600 12438 072 G000600 0 072 H000600 0 072 I000600 0 072 J000600 0 072 K000600 0 072 L000600 0 072 M000600 7 072 N000600 0 072 O000600 0 072 P000600 0 072 Q000600 0 072 R000600 0 072 S000600 0 PAGE 28 072 T000600 0 072 U000600 0 072 V000600 0 072 W000600 0 072 X000600 12445 072 Y000600 2088 072 Z000600 124660 072AA000600 38677 072BB000600 0 072CC010600 91763 072CC020600 0 072DD010600 126822 072DD020600 0 072EE000600 0 073 A010600 0.6320 073 A020600 0.0000 073 B000600 0.0000 073 C000600 0.0000 074 A000600 0 074 B000600 346984 074 C000600 0 074 D000600 2313266 074 E000600 0 074 F000600 0 074 G000600 0 074 H000600 0 074 I000600 105000 074 J000600 19008 074 K000600 0 074 L000600 29326 074 M000600 0 074 N000600 2813584 074 O000600 341142 074 P000600 2025 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 29798 074 S000600 0 074 T000600 2440619 074 U010600 229773 074 U020600 0 074 V010600 10.62 074 V020600 0.00 074 W000600 0.0000 074 X000600 64815 074 Y000600 0 075 A000600 0 075 B000600 2070021 076 000600 0.00 PAGE 29 015 A000801 THE CHASE MANHATTAN BANK 015 B000801 C 015 C010801 NEW YORK 015 C020801 NY 015 C030801 10081 015 E010801 X 015 A000802 THE BANK OF NEW YORK 015 B000802 C 015 C010802 NEW YORK 015 C020802 NY 015 C030802 10286 015 E010802 X 024 000800 Y 025 A000801 BANK OF AMERICA SECURITIES LLC 025 B000801 56-2058405 025 C000801 E 025 D000801 666 025 A000802 DELETE 025 D000802 0 025 D000803 0 025 D000804 0 025 D000805 0 025 D000806 0 025 D000807 0 025 D000808 0 028 A010800 13802 028 A020800 0 028 A030800 0 028 A040800 23526 028 B010800 12669 028 B020800 0 028 B030800 0 028 B040800 16304 028 C010800 5440 028 C020800 0 028 C030800 0 028 C040800 12239 028 D010800 5044 028 D020800 0 028 D030800 0 028 D040800 14766 028 E010800 4510 028 E020800 0 028 E030800 0 028 E040800 17509 028 F010800 4568 028 F020800 0 028 F030800 0 028 F040800 21363 028 G010800 46033 028 G020800 0 PAGE 30 028 G030800 0 028 G040800 105707 028 H000800 0 037 000800 N 038 000800 0 039 000800 N 040 000800 Y 041 000800 N 042 A000800 0 042 B000800 0 042 C000800 0 042 D000800 0 042 E000800 0 042 F000800 0 042 G000800 0 042 H000800 0 043 000800 0 044 000800 0 045 000800 Y 046 000800 N 047 000800 N 048 000800 0.000 048 A010800 0 048 A020800 0.000 048 B010800 0 048 B020800 0.000 048 C010800 0 048 C020800 0.000 048 D010800 0 048 D020800 0.000 048 E010800 0 048 E020800 0.000 048 F010800 0 048 F020800 0.000 048 G010800 0 048 G020800 0.000 048 H010800 0 048 H020800 0.000 048 I010800 0 048 I020800 0.000 048 J010800 0 048 J020800 0.000 048 K010800 0 048 K020800 0.000 049 000800 N 050 000800 N 051 000800 N 052 000800 Y 053 A000800 Y 053 B000800 Y 053 C000800 N PAGE 31 054 A000800 Y 054 B000800 Y 054 C000800 N 054 D000800 N 054 E000800 N 054 F000800 N 054 G000800 Y 054 H000800 Y 054 I000800 N 054 J000800 Y 054 K000800 N 054 L000800 N 054 M000800 Y 054 N000800 N 054 O000800 Y 055 A000800 N 055 B000800 N 056 000800 Y 057 000800 N 058 A000800 N 059 000800 Y 060 A000800 Y 060 B000800 Y 061 000800 2500 062 A000800 N 062 B000800 0.0 062 C000800 0.0 062 D000800 0.0 062 E000800 0.0 062 F000800 0.0 062 G000800 0.0 062 H000800 0.0 062 I000800 0.0 062 J000800 0.0 062 K000800 0.0 062 L000800 0.0 062 M000800 0.0 062 N000800 0.0 062 O000800 0.0 062 P000800 0.0 062 Q000800 0.0 062 R000800 0.0 063 A000800 0 063 B000800 0.0 066 A000800 Y 066 B000800 N 066 C000800 N 066 D000800 N 066 E000800 N 066 F000800 N 066 G000800 Y PAGE 32 067 000800 N 068 A000800 N 068 B000800 N 069 000800 N 070 A010800 Y 070 A020800 Y 070 B010800 Y 070 B020800 N 070 C010800 Y 070 C020800 N 070 D010800 Y 070 D020800 N 070 E010800 Y 070 E020800 N 070 F010800 Y 070 F020800 Y 070 G010800 Y 070 G020800 N 070 H010800 Y 070 H020800 N 070 I010800 Y 070 I020800 N 070 J010800 Y 070 J020800 Y 070 K010800 Y 070 K020800 Y 070 L010800 Y 070 L020800 Y 070 M010800 Y 070 M020800 Y 070 N010800 Y 070 N020800 Y 070 O010800 Y 070 O020800 N 070 P010800 Y 070 P020800 Y 070 Q010800 N 070 Q020800 N 070 R010800 Y 070 R020800 N 071 A000800 941449 071 B000800 1058855 071 C000800 369143 071 D000800 255 072 A000800 12 072 B000800 7359 072 C000800 2480 072 D000800 0 072 E000800 34 072 F000800 2365 072 G000800 0 PAGE 33 072 H000800 0 072 I000800 968 072 J000800 30 072 K000800 0 072 L000800 0 072 M000800 2 072 N000800 92 072 O000800 0 072 P000800 1 072 Q000800 152 072 R000800 31 072 S000800 2 072 T000800 0 072 U000800 0 072 V000800 20 072 W000800 1 072 X000800 3664 072 Y000800 177 072 Z000800 6386 072AA000800 0 072BB000800 130131 072CC010800 0 072CC020800 44979 072DD010800 4183 072DD020800 0 072EE000800 19297 073 A010800 0.1300 073 A020800 0.0000 073 B000800 0.6000 073 C000800 0.0000 074 A000800 0 074 B000800 0 074 C000800 1099 074 D000800 42888 074 E000800 1407 074 F000800 215156 074 G000800 0 074 H000800 0 074 I000800 2615 074 J000800 15005 074 K000800 0 074 L000800 1898 074 M000800 0 074 N000800 280068 074 O000800 14261 074 P000800 137 074 Q000800 0 074 R010800 0 074 R020800 0 074 R030800 0 074 R040800 1353 PAGE 34 074 S000800 0 074 T000800 264317 074 U010800 27623 074 U020800 0 074 V010800 9.57 074 V020800 0.00 074 W000800 0.0000 074 X000800 35100 074 Y000800 0 075 A000800 0 075 B000800 411537 076 000800 0.00 SIGNATURE JOHN H. COSTELLO TITLE ASSISTANT TREASURER EX-99 3 five.htm

AMENDED AND RESTATED DECLARATION OF TRUST

Fidelity Charles Street Trust

AMENDED AND RESTATED DECLARATION OF TRUST, made September 19, 2001 by each of the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Declaration of Trust for the sole purpose of supplementing the Declaration of Trust to incorporate amendments duly adopted;

WHEREAS, this trust was initially made on July 7, 1981 by Edward C. Johnson, 3d and Caleb Loring, Jr. in order to establish a trust for the investment and reinvestment of funds contributed thereto; and

NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust hereunder shall be held and managed in trust under this Amended and Restated Declaration of Trust as herein set forth below.

_________________________________________________

ARTICLE I

NAME AND DEFINITIONS

NAME

Section 1. This Trust shall be known as "Fidelity Charles Street Trust."

DEFINITIONS

Section 2. Wherever used herein, unless otherwise required by the context or specifically provided:

(a) The terms "Affiliated Person," "Assignment," "Commission," "Interested Person," "Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable), and "Principal Underwriter" shall have the meanings given them in the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder;

(b) "Bylaws" shall mean the bylaws of the Trust, if any, as amended from time to time;

(c) "Class" refers to the class of Shares of a Series of the Trust established in accordance with the provisions of Article III;

(d) "Declaration of Trust" means this Amended and Restated Declaration of Trust, as further amended or restated, from time to time;

(e) "Net Asset Value" means the net asset value of each Series of the Trust or Class thereof determined in the manner provided in Article X, Section 3;

(f) "Shareholder" means a record owner of Shares of the Trust;

(g) "Shares" means the equal proportionate transferable units of interest into which the beneficial interest of the Trust or each Series shall be divided from time to time, including such Class or Classes of Shares as the Trustees may from time to time create and establish and including fractions of Shares as well as whole Shares as consistent with the requirements of Federal and/or state securities laws;

(h) "Series" refers to any series of Shares of the Trust established in accordance with the provisions of Article III;

(i) "Trust" refers to Fidelity Charles Street Trust and reference to the Trust, when applicable to one or more Series of the Trust, shall refer to any such Series;

(j) "Trustees" refer to the individual trustees in their capacity as trustees hereunder of the Trust and their successor or successors for the time being in office as such trustee or trustees; and

(k) "1940 Act" refers to the Investment Company Act of 1940, as amended from time to time.

ARTICLE II

PURPOSE OF TRUST

The purpose of this Trust is to provide investors a continuous source of managed investment in securities.

ARTICLE III

BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

Section 1. The beneficial interest in the Trust shall be divided into such transferable Shares of one or more separate and distinct Series or Classes of Series as the Trustees shall, from time to time, create and establish. The number of authorized Shares of each Series, and Class thereof, is unlimited. Each Share shall be without par value and shall be fully paid and nonassessable. The Trustees shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Shareholders of any Series or Class of the Trust (a) to create and establish (and to change in any manner) Shares or any Series or Classes thereof with such preferences, voting powers, rights, and privileges as the Trustees may, from time to time, determine; (b) to divide or combine the Shares or any Series or Classes thereof into a greater or lesser number; (c) to classify or reclassify any issued Shares into one or more Series or Classes of Shares; (d) to abolish any one or more Series or Classes of Shares; and (e) to take such other action with respect to the Shares as the Trustees may deem desirable.

ESTABLISHMENT OF SERIES AND CLASSES

Section 2. The establishment of any Series or Class thereof shall be effective upon the adoption of a resolution by a majority of the then Trustees setting forth such establishment and designation and the relative rights and preferences of the Shares of such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of the Shares of such Series or Class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. At any time that there are no Shares outstanding of any particular Series or Class previously established and designated, the Trustees may by a majority vote abolish such Series or Class and the establishment and designation thereof.

OWNERSHIP OF SHARES

Section 3. The ownership of Shares shall be recorded in the books of the Trust or a transfer or similar agent. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or by any transfer or similar agent, as the case may be, shall be conclusive as to who are the holders of Shares and as to the number of Shares held from time to time by each Shareholder.

INVESTMENT IN THE TRUST

Section 4. The Trustees shall accept investments in the Trust from such persons and on such terms as they may, from time to time, authorize. Such investments may be in the form of cash, securities, or other property in which the appropriate Series is authorized to invest, valued as provided in Article X, Section 3. After the date of the initial contribution of capital, the number of Shares to represent the initial contribution may in the Trustees' discretion be considered as outstanding, and the amount received by the Trustees on account of the contribution shall be treated as an asset of the Trust. Subsequent investments in the Trust shall be credited to each Shareholder's account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received; provided, however, that the Trustees may, in their sole discretion (a) impose a sales charge or other fee upon investments in the Trust or Series or any Classes thereof, and (b) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES AND CLASSES

Section 5. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be referred to as "assets belonging to" that Series. In addition, any assets, income, earnings, profits, and proceeds thereof, funds, or payments that are not readily identifiable as belonging to any particular Series or Class, shall be allocated by the Trustees between and among one or more of the Series or Classes in such manner as they, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes and shall be referred to as assets belonging to that Series or Class. The assets belonging to a particular Series shall be so recorded upon the books of the Trust or of its agent or agents and shall be held by the Trustees in trust for the benefit of the holders of Shares of that Series.

The assets belonging to each particular Series shall be charged with the liabilities of that Series and all expenses, costs, charges, and reserves attributable to that Series, except that liabilities and expenses may, in the Trustees' discretion, be allocated solely to a particular Class and, in which case, shall be borne by that Class. Any general liabilities, expenses, costs, charges, or reserves of the Trust that are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees, in their sole discretion, deem fair and equitable and shall be referred to as "liabilities belonging to" that Series or Class. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Any creditor of any Series may look only to the assets of that Series to satisfy such creditor's debt. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

Section 6. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or the Trustees.

STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

Section 7. Shares shall be deemed to be personal property giving only the rights provided in this instrument. Every shareholder by virtue of having become a shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. No Shareholder of the Trust and of each Series shall be personally liable for the debts, liabilities, obligations, and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or by or on behalf of any Series. The Trustees shall have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may, at any time, personally agree to pay by way of subscription for any Shares or otherwise. Every note, bond, contract, or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to a Series shall include a recitation limiting the obligation represented thereby to the Trust or to one or more Series and its or their assets (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee).

ARTICLE IV

THE TRUSTEES

MANAGEMENT OF THE TRUST

Section 1. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility.

INITIAL TRUSTEES; ELECTION

Section 2. The initial Trustees shall be at least three individuals who shall affix their signatures hereto. On a date fixed by the Trustees, the Shareholders shall elect not less than three Trustees. A Trustee shall not be required to be a Shareholder of the Trust.

TERM OF OFFICE OF TRUSTEES

Section 3. The Trustees shall hold office during the lifetime of this Trust, and until its termination as hereinafter provided; except (a) that any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed at any time by written instrument, signed by at least two-thirds (2/3) of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; (c) that any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; and (d) a Trustee may be removed at any special meeting of the Trust by a vote of two-thirds (2/3) of the outstanding Shares.

RESIGNATION AND APPOINTMENT OF TRUSTEES

Section 4. In case of the declination, death, resignation, retirement, or removal of any of the Trustees, or in case a vacancy shall, by reason of an increase in number of the Trustees, or for any other reason, exist, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by recording in the records of the Trust, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation, or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation, or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this Trust, the Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The foregoing power of appointment is subject to the provisions of Section 16(a) of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission.

TEMPORARY ABSENCE OF TRUSTEES

Section 5. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 6. The number of Trustees, not less than three (3) nor more than fourteen (14), serving hereunder at any time shall be determined by the Trustees themselves.

Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, or while any Trustee is physically or mentally incapacitated by reason of disease or otherwise, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy or incapacity shall be conclusive.

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 7. The death, declination, resignation, retirement, removal, incapacity, or inability of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

OWNERSHIP OF ASSETS OF THE TRUST

Section 8. The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. All of the assets of the Trust shall at all times be considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial interest in the Trust or Series.

ARTICLE V

POWERS OF THE TRUSTEES

POWERS

Section 1. The Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the management of the Trust. Except as otherwise provided herein or in the 1940 Act, the Trustees shall not in any way be bound or limited by present or future laws or customs in regard to trust investments, but shall have full authority and power to make any and all investments that they, in their discretion, shall deem proper to accomplish the purpose of this Trust. Subject to any applicable limitation in this Declaration of Trust or the Bylaws of the Trust, if any, the Trustees shall have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested without, in any event, being bound or limited by any present or future law or custom in regard to investments by Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on, and lease any or all of the assets of the Trust.

(b) To adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and to amend and repeal them to the extent that they do not reserve that right to the Shareholders.

(c) To elect and remove such officers and appoint and terminate such agents as they consider appropriate.

(d) To employ one or more banks, trust companies, companies that are members of a national securities exchange, or other entities permitted under the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, as custodians of any assets of the Trust subject to any conditions set forth in this Declaration of Trust or in the Bylaws, if any.

(e) To retain a transfer agent and Shareholder servicing agent, or both.

(f) To provide for the distribution of interests of the Trust either through a Principal Underwriter in the manner hereinafter provided for or by the Trust itself, or both.

(g) To set record dates in the manner hereinafter provided for.

(h) To delegate such authority as they consider desirable to any officers of the Trust and to any investment adviser, manager, custodian, underwriter, or other agent or independent contractor.

(i) To sell or exchange any or all of the assets of the Trust, subject to the provisions of Article XII, Section 4 hereof.

(j) To vote or give assent or exercise any rights of ownership with respect to stock or other securities or property; and to execute and deliver powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper.

(k) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities.

(l) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered, or other negotiable form; or either in its own name or in the name of a custodian or a nominee or nominees.

(m) To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article III and to establish Classes of such Series having relative rights, powers, and duties as the Trustees may provide consistent with applicable laws.

(n) To allocate assets, liabilities, and expenses of the Trust to a particular Series or Class, as appropriate, or to apportion the same between or among two or more Series or Classes, as appropriate, provided that any liabilities or expenses incurred by a particular Series or Class shall be payable solely out of the assets belonging to that Series as provided for in Article III.

(o) To consent to or participate in any plan for the reorganization, consolidation, or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust.

(p) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including, but not limited to, claims for taxes.

(q) To make distributions of income and of capital gains to Shareholders in the manner hereinafter provided for.

(r) To borrow money, and to pledge, mortgage, or hypothecate the assets of the Trust, subject to the applicable requirements of the 1940 Act.

(s) To establish, from time to time, a minimum total investment for Shareholders and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder.

(t) To operate as and carry on the business of an investment company and to exercise all the powers necessary and appropriate to the conduct of such operations.

(u) To interpret the investment policies, practices or limitations of any Series.

(v) To issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Article III and Article X, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or the particular Series of the Trust, with respect to which such Shares are issued.

(w) Notwithstanding any other provision hereof, to invest all or a portion of the assets of any Series in one or more open-end investment companies, including investment by means of transfer of such assets in exchange for an interest or interests in such investment company or companies or by any other method approved by the Trustees.

(x) In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust or any Series or Class thereof.

No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 2. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person of any firm or company in which he is interested, subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the Bylaws, if any.

ACTION BY THE TRUSTEES

Section 3. Except as otherwise provided herein or in the 1940 Act, the Trustees shall act by majority vote at a meeting duly called or by unanimous written consent without a meeting or by telephone consent provided a quorum of Trustees participate in any such telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Trustees are present in person. At any meeting of the Trustees, a majority of the Trustees shall constitute a quorum. Meetings of the Trustees may be called orally or in writing by the Chairman of the Trustees or by any two other Trustees. Notice of the time, date, and place of all meetings of the Trustees shall be given by the party calling the meeting to each Trustee by telephone, telefax, telegram, or other electro-mechanical means sent to his home or business address at least twenty-four (24) hours in advance of the meeting or by written notice mailed to his home or business address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust. Written consents or waivers of Trustees may be executed in one or more counterparts. Execution of a written consent or waiver and delivery thereof to the Trust may be accomplished by telefax or other electro-mechanical means.

CHAIRMAN OF THE TRUSTEES

Section 4. The Trustees may appoint one of their number to be Chairman of the Board of Trustees. The Chairman shall preside at all meetings of the Trustees, shall be responsible for the execution of policies established by the Trustees and the administration of the Trust, and may be the chief executive, financial and accounting officer of the Trust.

ARTICLE VI

EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

Section 1. Subject to the provisions of Article III, Section 5, the Trustees shall be reimbursed from the Trust estate or the assets belonging to the appropriate Series for their expenses and disbursements, including, without limitation, fees and expenses of Trustees who are not Interested Persons of the Trust; interest expense, taxes, fees and commissions of every kind; expenses of pricing Trust portfolio securities; expenses of issue, repurchase and redemption of shares including expenses attributable to a program of periodic repurchases or redemptions, expenses of registering and qualifying the Trust and its Shares under Federal and state laws and regulations; charges of custodians, transfer agents, and registrars; expenses of preparing and setting up in type prospectuses and statements of additional information; expenses of printing and distributing prospectuses sent to existing Shareholders; auditing and legal expenses; reports to Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; insurance expense; association membership dues; and for such non-recurring items as may arise, including litigation to which the Trust is a party; and for all losses and liabilities by them incurred in administering the Trust, and for the payment of such expenses, disbursements, losses, and liabilities the Trustees shall have a lien on the assets belonging to the appropriate Series prior to any rights or interests of the Shareholders thereto. This section shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

ARTICLE VII

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT

INVESTMENT ADVISER

Section 1. Subject to applicable requirements of the 1940 Act, as modified by or interpreted by any applicable order of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, the Trustees may, in their discretion and from time to time, enter into an investment advisory or management contract(s) with respect to the Trust or any Series thereof whereby the other party(ies) to such contract(s) shall undertake to furnish the Trustees such management, investment advisory, statistical, and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may, in their discretion, determine. Notwithstanding any provisions of this Declaration of Trust, the Trustees may authorize the investment adviser(s) (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities and other investment instruments of the Trust on behalf of the Trustees or may authorize any officer, agent, or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales, and exchanges shall be deemed to have been authorized by all of the Trustees.

The Trustees may, subject to applicable requirements of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, including those relating to Shareholder approval, authorize the investment adviser to employ one or more sub-advisers from time to time to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser.

PRINCIPAL UNDERWRITER

Section 2. The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive contract(s) on behalf of the Trust or any Series or Class thereof providing for the sale of the Shares, whereby the Trust may either agree to sell the Shares to the other party to the contract or appoint such other party its sales agent for such Shares. In either case, the contract shall be on such terms and conditions as may be prescribed in the Bylaws, if any, and such further terms and conditions as the Trustees may, in their discretion, determine not inconsistent with the provisions of this Article VII or of the Bylaws, if any. Such contract may also provide for the repurchase or sale of Shares by such other party as principal or as agent of the Trust.

TRANSFER AGENT

Section 3. The Trustees may, in their discretion and from time to time, enter into one or more transfer agency and Shareholder service contracts whereby the other party shall undertake to furnish the Trustees with transfer agency and Shareholder services. Such contracts shall be on such terms and conditions as the Trustees may, in their discretion, determine not inconsistent with the provisions of this Declaration of Trust or of the Bylaws, if any. Such services may be provided by one or more entities.

PARTIES TO CONTRACT

Section 4. Any contract of the character described in Sections 1, 2 and 3 of this Article VII or in Article IX hereof may be entered into with any corporation, firm, partnership, trust or association, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was reasonable and fair and not inconsistent with the provisions of this Article VII or the Bylaws, if any. The same person (including a firm, corporation, partnership, trust, or association) may be the other party to contracts entered into pursuant to Sections 1, 2 and 3 above or Article IX, and any individual may be financially interested or otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this Section 4.

PROVISIONS AND AMENDMENTS

Section 5. Any contract entered into pursuant to Sections 1 and 2 of this Article VII shall be consistent with and subject to the requirements of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission (or other applicable Act of Congress hereafter enacted), with respect to its continuance in effect, its amendment, its termination, and the method of authorization and approval of such contract or renewal thereof.

ARTICLE VIII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 1. The Shareholders shall have power to vote (a) for the election of Trustees as provided in Article IV, Section 2; (b) for the removal of Trustees as provided in Article IV, Section 3(d); (c) with respect to any investment advisory or management contract as provided in Article VII, Sections 1 and 5; (d) with respect to any termination, merger, consolidation, reorganization, or sale of assets of the Trust or any of its Series or Classes as provided in Article XII, Section 4; (e) with respect to the amendment of this Declaration of Trust as provided in Article XII, Section 7; (f) to the same extent as the shareholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, provided, however, that a Shareholder of a particular Series shall not be entitled to bring any derivative or class action on behalf of any other Series of the Trust; and (g) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or the Bylaws of the Trust, if any, or any registration of the Trust with the Commission or any state, as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series, except as provided in the following sentence and except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (b) when the Trustees have determined that the matter affects only the interests of one or more Series, then only the Shareholders of such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more Classes of a Series, in which case, any such matter shall be voted on by such Class or Classes. A Shareholder of each Series or Class thereof shall be entitled to one vote for each dollar of net asset value (number of Shares owned times net asset value per share) of such Series or Class thereof on any matter on which such Shareholder is entitled to vote, and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or any Bylaws of the Trust, if any, to be taken by Shareholders.

MEETINGS

Section 2. The first Shareholders' meeting shall be held as specified in Section 2 of Article IV at the principal office of the Trust or such other place as the Trustees may designate. Special meetings of the Shareholders of any Series may be called by the Trustees and shall be called by the Trustees upon the written request of Shareholders owning at least one-tenth (1/10) of the outstanding Shares entitled to vote. Whenever ten or more Shareholders meeting the qualifications set forth in Section 16(c) of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission, seek the opportunity of furnishing materials to the other Shareholders with a view to obtaining signatures on such a request for a meeting, the Trustees shall comply with the provisions of said Section 16(c) with respect to providing such Shareholders access to the list of the Shareholders of record of the Trust or the mailing of such materials to such Shareholders of record. Shareholders shall be entitled to at least fifteen (15) days' notice of any meeting.

QUORUM AND REQUIRED VOTE

Section 3. A majority of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any Series or Class shall vote as a Series or Class then a majority of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by applicable law or by any provision of this Declaration of Trust or the Bylaws, if any, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.

DERIVATIVE ACTIONS

Section 4. A Shareholder may bring derivative action on behalf of the Trust only if the Shareholder or Shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.

ARTICLE IX

CUSTODIAN

APPOINTMENT AND DUTIES

Section 1. The Trustees shall at all times employ a bank, a company that is a member of a national securities exchange, trust company, or other entity permitted under the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, having capital, surplus, and undivided profits of at least two million dollars ($2,000,000), or such other amount as shall be allowed by the Commission or by the 1940 Act, as custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the Bylaws of the Trust, if any:

(1) to hold the securities owned by the Trust and deliver the same upon written order or oral order, if confirmed in writing, or by such electro-mechanical or electronic devices as are agreed to by the Trust and the custodian, if such procedures have been authorized in writing by the Trust;

(2) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct; and

(3) to disburse such funds upon orders or vouchers;

and the Trust may also employ such custodian as its agent:

(1) to keep the books and accounts of the Trust and furnish clerical and accounting services; and

(2) to compute, if authorized to do so, the Net Asset Value of any Series or Class thereof in accordance with the provisions hereof; all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.

The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian, and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank, a company that is a member of a national securities exchange, trust company, or other entity permitted under the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted or interpretative releases of the Commission thereunder, having capital, surplus, and undivided profits of at least two million dollars ($2,000,000), or such other amount as shall be allowed by the Commission or by the 1940 Act.

CENTRAL DEPOSITORY SYSTEM

Section 2. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934 or such other person as may be permitted by the Commission or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities; provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodian, subcustodians, or other authorized agents.

ARTICLE X

DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION OF NET ASSET VALUE

DISTRIBUTIONS

Section 1.

(a) The Trustees may from time to time declare and pay dividends. The amount of such dividends and the payment of them shall be wholly in the discretion of the Trustees.

(b) The Trustees shall have the power, to the fullest extent permitted by the laws of Massachusetts, at any time to declare and cause to be paid dividends on Shares of a particular Series, from the assets belonging to that Series, which dividends, at the election of the Trustees, may be paid daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, and may be payable in Shares of that Series, or Classes thereof, at the election of each Shareholder of that Series.

The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans, or related plans as the Trustees shall deem appropriate.

(c) Anything in this instrument to the contrary notwithstanding, the Trustees may at any time declare and distribute a dividend of stock or other property pro rata among the Shareholders of a particular Series, or Class thereof, as of the record date of that Series or Class fixed as provided in Article XII, Section 3.

REDEMPTIONS

Section 2. In case any holder of record of Shares of a particular Series or Class of a Series desires to dispose of his Shares, he may deposit at the office of the transfer agent or other authorized agent of that Series a written request or such other form of request as the Trustees may, from time to time, authorize, requesting that the Series purchase the Shares in accordance with this Section 2; and the Shareholder so requesting shall be entitled to require the Series to purchase, and the Series or the principal underwriter of the Series shall purchase his said Shares, but only at the Net Asset Value thereof (as described in Section 3 hereof). The Series shall make payment for any such Shares to be redeemed, as aforesaid, in cash or property from the assets of that Series, and payment for such Shares less any applicable deferred sales charges and/or fees shall be made by the Series or the principal underwriter of the Series to the Shareholder of record within seven (7) days after the date upon which the request is effective.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

Section 3. The term "Net Asset Value" of any Series or Class shall mean that amount by which the assets of that Series or Class exceed its liabilities, all as determined by or under the direction of the Trustees. Such value per Share shall be determined separately for each Series or Class of Shares and shall be determined on such days and at such times as the Trustees may determine. Such determination shall be made with respect to securities for which market quotations are readily available, at the market value of such securities; and with respect to other securities and assets, at the fair value as determined in good faith by the Trustees, provided, however, that the Trustees, without Shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act and the rules, regulations, and interpretations thereof promulgated or issued by the Commission or insofar as permitted by any order of the Commission applicable to the Series. The Trustees may delegate any of its powers and duties under this Section 3 with respect to appraisal of assets and liabilities. At any time, the Trustees may cause the value per Share last determined to be determined again in a similar manner and may fix the time when such redetermined value shall become effective.

SUSPENSION OF THE RIGHT OF REDEMPTION

Section 4. The Trustees may declare a suspension of the right of redemption or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify, but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment until the Trustees shall declare the suspension at an end. In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the Net Asset Value per Share existing after the termination of the suspension. In the event that any Series is divided into Classes, the provisions of this Section, to the extent applicable as determined in the discretion of the Trustees and consistent with applicable law, may be equally applied to each such Class.

REDEMPTION OF SHARES

Section 5. The Trustees may require Shareholders to redeem Shares for any reason under terms set by the Trustees, including, but not limited to, (i) the determination of the Trustees that direct or indirect ownership of Shares of any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or (iii) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. The redemption shall be effected at the redemption price and in the manner provided in this Article X.

The holders of Shares shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other taxing authority.

ARTICLE XI

LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

Section 1. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee, or investment adviser of the Trust, but nothing contained herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.

INDEMNIFICATION OF COVERED PERSONS

Section 2.

(a) Subject to the exceptions and limitations contained in Section (b) below:

(i) every person who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as "Covered Person") shall be indemnified by the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit, or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened while in office or thereafter, and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);

provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees, or by independent counsel.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in Paragraph (a) of this Section 2 may be paid by the applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section 2; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking; (ii) the Trust is insured against losses arising out of any such advance payments; or (iii) either a majority of the Trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 2.

INDEMNIFICATION OF SHAREHOLDERS

Section 3. In case any Shareholder or former Shareholder of any Series of the Trust shall be held to be personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators, or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Series shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Series and satisfy any judgment thereon.

ARTICLE XII

MISCELLANEOUS

TRUST NOT A PARTNERSHIP, ETC.

Section 1. It is hereby expressly declared that a trust is created hereby and not a partnership, joint stock association, corporation, bailment, or any form of a legal relationship other than a trust. No Trustee hereunder shall have any power to personally bind either the Trust's officers or any Shareholder. All persons extending credit to, contracting with, or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series for payment under such credit, contract, or claim; and neither the Shareholders nor the Trustees, nor any of their agents, whether past, present, or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect a Trustee against any liability to which the Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.

TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 2. The exercise by the Trustees of their powers and discretions hereunder in good faith and with reasonable care under the circumstances then prevailing, shall be binding upon everyone interested. Subject to the provisions of Section 1 of this Article XII and to Article XI, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Section 1 of this Article XII and to Article XI, shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 3. The Trustees may close the stock transfer books of the Trust for a period not exceeding sixty (60) days preceding the date of any meeting of Shareholders, or the date for the payment of any dividends, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect; or in lieu of closing the stock transfer books as aforesaid, the Trustees may fix in advance a date not exceeding sixty (60) days preceding the date of any meeting of Shareholders, or the date for payment of any dividends, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Shares, and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment or rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any Shares on the books of the Trust after any such record date fixed or aforesaid.

DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.

Section 4.1. Duration. The Trust shall continue without limitation of time, but subject to the provisions of this Article XII.

Section 4.2. Termination of the Trust, a Series or a Class.

(a) Subject to applicable Federal and state law, the Trust or any Series or Class thereof may be terminated:

(i) by Majority Shareholder Vote of the Trust, each Series affected, or each Class affected, as the case may be; or

(ii) without the vote or consent of Shareholders by a majority of the Trustees either at a meeting or by written consent.

The Trustees shall provide written notice to the affected Shareholders of a termination effected under clause (ii) above. Upon the termination of the Trust or the Series or Class,

(i) the Trust or the Series or Class shall carry on no business except for the purpose of winding up its affairs;

(ii) the Trustees shall proceed to wind up the affairs of the Trust or the Series or Class, and all of the powers of the Trustees under this Declaration of Trust shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or the Series or Class thereof; collect its assets; sell, convey, assign, exchange, transfer, or otherwise dispose of all or any part of the remaining Trust property or Trust property allocated or belonging to such Series or Class to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind; discharge or pay its liabilities; and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, transfer, or other disposition of all or substantially all the Trust property or Trust property allocated or belonging to such Series or Class (other than as provided in (iii) below) shall require Shareholder approval in accordance with Section 4.3 below; and

(iii) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust property or the remaining property of the terminated Series or Class, in cash or in kind or partly each, among the Shareholders of the Trust or the Series or Class according to their respective rights; and

(b) after termination of the Trust or the Series or Class and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust and file with the Secretary of The Commonwealth of Massachusetts, if required, an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties with respect to the Trust or the terminated Series or Class, and the rights and interests of all Shareholders of the Trust or the terminated Series or Class shall thereupon cease.

Section 4.3. Merger, Consolidation, and Sale of Assets. Subject to applicable Federal and state law and except as otherwise provided in Section 4.4 below, the Trust or any Series or Class thereof may merge or consolidate with any other corporation, association, trust, or other organization or may sell, lease, or exchange all or a portion of the Trust property or Trust property allocated or belonging to such Series or Class, including its good will, upon such terms and conditions and for such consideration when and as authorized at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of the Trust or affected Series or Class, as the case may be. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Section 4.4. Incorporation; Reorganization. Subject to applicable Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Series or Class or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Series or Class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 4.4, the Trust or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

FILING OF COPIES, REFERENCES, AND HEADINGS

Section 5. The original or a copy of this instrument and of each Declaration of Trust supplemental hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each supplemental Declaration of Trust shall be filed by the Trustees with the Secretary of The Commonwealth of Massachusetts and the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such supplemental Declarations of Trust have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this instrument or of any such supplemental Declaration of Trust. In this instrument or in any such supplemental Declaration of Trust, references to this instrument and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such supplemental Declaration of Trust. Headings are placed herein for convenience of reference only and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts each of which shall be deemed an original.

APPLICABLE LAW

Section 6. The Trust set forth in this instrument is made in The Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

AMENDMENTS

Section 7. Except as specifically provided herein, the Trustees may, without shareholder vote, amend or otherwise supplement this Declaration of Trust by making an amendment, a Declaration of Trust supplemental hereto or an amended and restated Declaration of Trust. Shareholders shall have the right to vote (a) on any amendment that would affect their right to vote granted in Section 1 of Article VIII; (b) on any amendment that would alter the maximum number of Trustees permitted under Section 6 of Article IV; (c) on any amendment to this Section 7; (d) on any amendment as may be required by law or by the Trust's registration statement filed with the Commission; and (e) on any amendment submitted to them by the Trustees. Any amendment required or permitted to be submitted to Shareholders that, as the Trustees determine, shall affect the Shareholders of one or more Series or Classes shall be authorized by vote of the Shareholders of each Series or Class affected and no vote of shareholders of a Series or Class not affected shall be required. Notwithstanding anything else herein, any amendment to Article XI shall not limit the rights to indemnification or insurance provided therein with respect to action or omission of Covered Persons prior to such amendment.

FISCAL YEAR

Section 8. The fiscal year of the Trust shall end on a specified date as set forth in the Bylaws, if any, provided, however, that the Trustees may, without Shareholder approval, change the fiscal year of the Trust.

USE OF THE WORD "FIDELITY"

Section 9. Fidelity Management & Research Company ("FMR") has consented to the use by any Series of the Trust of the identifying word "Fidelity" in the name of any Series of the Trust at some future date. Such consent is conditioned upon the employment of FMR or a subsidiary or affiliate thereof as investment adviser of

each Series of the Trust. As between the Trust and itself, FMR controls the use of the name of the Trust insofar as such name contains the identifying word "Fidelity." FMR may from time to time use the identifying word "Fidelity" in other connections and for other purposes, including, without limitation, in the names of other investment companies, corporations, or businesses that it may manage, advise, sponsor or own or in which it may have a financial interest. FMR may require the Trust or any Series thereof to cease using the identifying word "Fidelity" in the name of the Trust or any Series thereof if the Trust or any Series thereof ceases to employ FMR or a subsidiary or affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS

Section 10. (a) The provisions of this Declaration of Trust are severable, and, if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this instrument as of the date set forth above.

/s/Edward C. Johnson 3d

/s/Marie L. Knowles

Edward C. Johnson 3d*

Marie L. Knowles

/s/J. Michael Cook

/s/Ned C. Lautenbach

J. Michael Cook

Ned C. Lautenbach

/s/Ralph F. Cox

/s/Peter S. Lynch

Ralph F. Cox

Peter S. Lynch*

/s/Phyllis Burke Davis

/s/Marvin L. Mann

Phyllis Burke Davis

Marvin L. Mann

/s/Robert M. Gates

/s/William O. McCoy

Robert M. Gates

William O. McCoy

/s/Abigail P. Johnson

/s/William S. Stavropoulos

Abigail P. Johnson*

William S. Stavropoulos

/s/Donald J. Kirk

Donald J. Kirk

*Interested Trustees

The business addresses of the
members of the Board of
Trustees are:

Interested Trustees (*):

82 Devonshire Street
Boston, MA 02109

Non-Interested Trustees:

82 Devonshire Street
Boston, MA 02109

Mailing Address:
P.O. Box 9235
Boston, MA 02205-9235

Fidelity Charles Street Trust:
82 Devonshire Street
Boston, MA 02109

EX-99 4 four.htm

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

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").

WHEREAS the Adviser has entered into a Management Contract with 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: Aggressive (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Portfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ´´1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of l934) to the Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

2. As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Portfolio, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.

6. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

7. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 2001, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.

8. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

The terms ´´registered investment company," ´´vote of a majority of the outstanding voting securities," ´´assignment," and ´´interested persons," when used herein, shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FMR CO., INC.

By /s/ Laura B. Cronin

Laura B. Cronin

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/ Robert C. Pozen

Robert C. Pozen

President

EX-99 5 one.htm

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

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").

WHEREAS the Adviser has entered into a Management Contract with 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 (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Portfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ´´1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

2. As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Portfolio, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.

6. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

7. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 2001, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.

8. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

The terms ´´registered investment company," ´´vote of a majority of the outstanding voting securities," ´´assignment," and ´´interested persons," when used herein, shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FMR CO., INC.

By /s/ Laura B. Cronin

Laura B. Cronin

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/ Robert C. Pozen

Robert C. Pozen

President

EX-99 6 scha.htm

Exhibit (d)(18)

Schedule A

Trusts and Portfolios covered by the Sub-Advisory Agreement,

dated as of August 1, 2001,

between

Fidelity Management & Research (Far East), Inc.

and

Fidelity Investments Japan Limited

Name of Trust

Name of Portfolio

Type of Fund

Effective Date

Fidelity Advisor Series I

Fidelity Advisor Asset Allocation Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Balanced Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Dividend Growth Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Dynamic Capital Appreciation Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Equity Growth Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Equity Income Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Equity Value Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Fifty Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Growth & Income Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Growth Opportunities Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Large Cap Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Leveraged Company Stock Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Mid Cap Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Small Cap Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor TechnoQuant Growth Fund

Equity

08/01/01

Fidelity Advisor Series I

Fidelity Advisor Value Strategies Fund

Equity

08/01/01

Fidelity Advisor Series II

Fidelity Advisor Floating Rate High Income Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor High Income Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor High Yield Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor Intermediate Bond Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor Mortgage Securities Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor Short Fixed-Income Fund

Fixed-Income

08/01/01

Fidelity Advisor Series II

Fidelity Advisor Strategic Income Fund

Fixed-Income

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Biotechnology Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Consumer Industries Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Cyclical Industries Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Developing Communications Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Electronics Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Financial Services Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Health Care Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Natural Resources Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Technology Fund

Equity

08/01/01

Fidelity Advisor Series VII

Fidelity Advisor Telecommunications & Utilities Growth Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Diversified International Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Emerging Asia Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Emerging Markets Income Fund

Fixed-Income

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Europe Capital Appreciation Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Global Equity Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor International Capital Appreciation Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Japan Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Korea Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Latin America Fund

Equity

08/01/01

Fidelity Advisor Series VIII

Fidelity Advisor Overseas Fund

Equity

08/01/01

Fidelity Beacon Street Trust

Fidelity Advisor Tax Managed Stock Fund

Equity

08/01/01

Fidelity Beacon Street Trust

Fidelity Tax Managed Stock Fund

Equity

08/01/01

Fidelity Boston Street Trust

Fidelity Target Timeline 2001 Fund

Fixed-Income

08/01/01

Fidelity Boston Street Trust

Fidelity Target Timeline 2003 Fund

Fixed-Income

08/01/01

Fidelity Capital Trust

Fidelity Capital Appreciation Fund

Equity

08/01/01

Fidelity Capital Trust

Fidelity Disciplined Equity Fund

Equity

08/01/01

Fidelity Capital Trust

Fidelity Small Cap Selector Fund

Equity

08/01/01

Fidelity Capital Trust

Fidelity Stock Selector Fund

Equity

08/01/01

Fidelity Capital Trust

Fidelity TechnoQuant Growth Fund

Equity

08/01/01

Fidelity Capital Trust

Fidelity Value Fund

Equity

08/01/01

Fidelity Charles Street Trust

Fidelity Asset Manager

Equity

08/01/01

Fidelity Charles Street Trust

Fidelity Asset Manager: Aggressive

Equity

08/01/01

Fidelity Charles Street Trust

Fidelity Asset Manager: Growth

Equity

08/01/01

Fidelity Charles Street Trust

Fidelity Asset Manager: Income

Equity

08/01/01

Fidelity Charles Street Trust

Spartan Investment Grade Bond Fund

Fixed-Income

08/01/01

Fidelity Commonwealth Trust

Fidelity Intermediate Bond Fund

Fixed-Income

08/01/01

Fidelity Commonwealth Trust

Fidelity Large Cap Stock Fund

Equity

08/01/01

Fidelity Commonwealth Trust

Fidelity Mid Cap Stock Fund

Equity

08/01/01

Fidelity Commonwealth Trust

Fidelity Small Cap Retirement Fund

Equity

08/01/01

Fidelity Commonwealth Trust

Fidelity Small Cap Stock Fund

Equity

08/01/01

Fidelity Contrafund

Fidelity Contrafund

Equity

08/01/01

Fidelity Covington Trust

Fidelity Real Estate High Income Fund II

Fixed-Income

08/01/01

Fidelity Destiny Portfolios

Fidelity Destiny I

Equity

08/01/01

Fidelity Destiny Portfolios

Fidelity Destiny II

Equity

08/01/01

Fidelity Devonshire Trust

Fidelity Equity-Income Fund

Equity

08/01/01

Fidelity Devonshire Trust

Fidelity Real Estate Investment Portfolio

Equity

08/01/01

Fidelity Devonshire Trust

Fidelity Utilities Fund

Equity

08/01/01

Fidelity Financial Trust

Fidelity Convertible Securities Fund

Equity

08/01/01

Fidelity Financial Trust

Fidelity Equity-Income II Fund

Equity

08/01/01

Fidelity Financial Trust

Fidelity Independence Fund

Equity

08/01/01

Fidelity Fixed-Income Trust

Fidelity High Income Fund

Fixed-Income

08/01/01

Fidelity Fixed-Income Trust

Fidelity Investment Grade Bond Fund

Fixed-Income

08/01/01

Fidelity Fixed-Income Trust

Fidelity Short-Term Bond Fund

Fixed-Income

08/01/01

Fidelity Hastings Street Trust

Fidelity Contrafund II

Equity

08/01/01

Fidelity Hastings Street Trust

Fidelity Fifty

Equity

08/01/01

Fidelity Hastings Street Trust

Fidelity Fund

Equity

08/01/01

Fidelity Hastings Street Trust

Fidelity Growth & Income II Portfolio

Equity

08/01/01

Fidelity Income Fund

Fidelity Ginnie Mae Fund

Fixed-Income

08/01/01

Fidelity Income Fund

Fidelity Intermediate Government Income Fund

Fixed-Income

08/01/01

Fidelity Investment Trust

Fidelity Aggressive International Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Canada Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity China Region Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Diversified International Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Emerging Markets Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Europe Capital Appreciation Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Europe Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Global Balanced Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity International Growth & Income Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Japan Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Japan Smaller Companies Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Latin America Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Nordic Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Overseas Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Pacific Basin Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Southeast Asia Fund

Equity

08/01/01

Fidelity Investment Trust

Fidelity Worldwide Fund

Equity

08/01/01

Fidelity Magellan Fund

Fidelity Magellan Fund

Equity

08/01/01

Fidelity Mt. Vernon Street Trust

Fidelity Aggressive Growth Fund

Equity

08/01/01

Fidelity Mt. Vernon Street Trust

Fidelity Growth Company Fund

Equity

08/01/01

Fidelity Mt. Vernon Street Trust

Fidelity New Millennium Fund

Equity

08/01/01

Fidelity Puritan Trust

Fidelity Balanced Fund

Equity

08/01/01

Fidelity Puritan Trust

Fidelity Low-Priced Stock Fund

Equity

08/01/01

Fidelity Puritan Trust

Fidelity Puritan Fund

Equity

08/01/01

Fidelity School Street Trust

Fidelity International Bond Fund

Fixed-Income

08/01/01

Fidelity School Street Trust

Fidelity New Markets Income Fund

Fixed-Income

08/01/01

Fidelity School Street Trust

Fidelity Strategic Income Fund

Fixed-Income

08/01/01

Fidelity Securities Fund

Fidelity Advisor Aggressive Growth Fund

Equity

08/01/01

Fidelity Securities Fund

Fidelity Blue Chip Growth Fund

Equity

08/01/01

Fidelity Securities Fund

Fidelity Dividend Growth Fund

Equity

08/01/01

Fidelity Securities Fund

Fidelity Growth & Income Portfolio

Equity

08/01/01

Fidelity Securities Fund

Fidelity Leveraged Company Stock Fund

Equity

08/01/01

Fidelity Securities Fund

Fidelity OTC Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Air Transportation Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Automotive Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Banking Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Biotechnology Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Brokerage and Investment Management Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Business Services and Outsourcing Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Chemicals Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Computers Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Construction and Housing Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Consumer Industries Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Cyclical Industries Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Defense and Aerospace Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Developing Communications Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Electronics Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Energy Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Energy Service Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Environmental Services Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Financial Services Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Food and Agriculture Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Gold Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Health Care Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Home Finance Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Industrial Equipment Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Industrial Materials Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Insurance Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Leisure Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Medical Delivery Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Medical Equipment and Systems Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Multimedia Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Natural Gas Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Natural Resources Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Networking and Infrastructure Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Paper and Forest Products Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Pharmaceuticals Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Retailing Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Software and Computer Services Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Technology Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Telecommunications Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Transportation Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Utilities Growth Portfolio

Equity

08/01/01

Fidelity Select Portfolios

Fidelity Select Wireless Portfolio

Equity

08/01/01

Fidelity Summer Street Trust

Fidelity Capital & Income Fund

Fixed-Income

08/01/01

Fidelity Trend Fund

Fidelity Trend Fund

Equity

08/01/01

Fidelity Union Street Trust

Fidelity Export and Multinational Fund

Equity

08/01/01

Variable Insurance Products Fund

VIP High Income Portfolio

Fixed-Income

08/01/01

Variable Insurance Products Fund

VIP Overseas Portfolio

Equity

08/01/01

Variable Insurance Products Fund

VIP Value Portfolio

Equity

08/01/01

Variable Insurance Products Fund II

VIP Asset Manager Portfolio

Equity

08/01/01

Variable Insurance Products Fund II

VIP Asset Manager: Growth Portfolio

Equity

08/01/01

Variable Insurance Products Fund II

VIP Contrafund Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Aggressive Growth Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Balanced Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Dynamic Capital Appreciation Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Growth & Income Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Growth Opportunities Portfolio

Equity

08/01/01

Variable Insurance Products Fund III

VIP Mid Cap Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Consumer Industries Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Cyclical Industries Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Financial Services Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Health Care Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Natural Resources Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Technology Portfolio

Equity

08/01/01

Variable Insurance Products Fund IV

VIP Telecommunications & Utilities Growth Portfolio

Equity

08/01/01

Agreed and Accepted

as of August 1, 2001

Fidelity Management & Research Fidelity Investments Japan Limited

Company (Far East), Inc.

By: /s/ JS Wynant By: /s/Billy Wilder

Name: JS Wynant Name: Billy Wilder

Title: Treasurer Title: Director

EX-99 7 six.htm

Fidelity Asset Manager

A special meeting of the fund's shareholders was held on September 19, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

9,159,681,066.15

90.673

Against

297,725,553.44

2.947

Abstain

644,523,338.61

6.380

TOTAL

10,101,929,958.20

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

8,921,925,457.17

88.319

Against

525,117,774.86

5.198

Abstain

654,886,726.17

6.483

TOTAL

10,101,929,958.20

100.000

PROPOSAL 3

To elect the thirteen nominees specified below as Trustees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

9,694,575,323.51

95.968

Withheld

407,354,634.69

4.032

TOTAL

10,101,929,958.20

100.000

Ralph F. Cox

Affirmative

9,678,290,979.15

95.806

Withheld

423,638,979.05

4.194

TOTAL

10,101,929,958.20

100.000

Phyllis Burke Davis

Affirmative

9,677,828,734.10

95.802

Withheld

424,101,224.10

4.198

TOTAL

10,101,929,958.20

100.000

Robert M. Gates

Affirmative

9,679,251,629.35

95.816

Withheld

422,678,328.85

4.184

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Abigail P. Johnson

Affirmative

9,676,726,713.18

95.791

Withheld

425,203,245.02

4.209

TOTAL

10,101,929,958.20

100.000

Edward C. Johnson 3d

Affirmative

9,680,067,762.17

95.824

Withheld

421,862,196.03

4.176

TOTAL

10,101,929,958.20

100.000

Donald J. Kirk

Affirmative

9,689,827,060.55

95.921

Withheld

412,102,897.65

4.079

TOTAL

10,101,929,958.20

100.000

Marie L. Knowles

Affirmative

9,690,932,975.45

95.932

Withheld

410,996,982.75

4.068

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Ned C. Lautenbach

Affirmative

9,696,679,985.02

95.988

Withheld

405,249,973.18

4.012

TOTAL

10,101,929,958.20

100.000

Peter S. Lynch

Affirmative

9,702,018,050.84

96.041

Withheld

399,911,907.36

3.959

TOTAL

10,101,929,958.20

100.000

Marvin L. Mann

Affirmative

9,687,550,817.41

95.898

Withheld

414,379,140.79

4.102

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

William O. McCoy

Affirmative

9,687,857,653.60

95.901

Withheld

414,072,304.60

4.099

TOTAL

10,101,929,958.20

100.000

William S. Stavropoulos

Affirmative

9,676,109,086.55

95.785

Withheld

425,820,871.65

4.215

TOTAL

10,101,929,958.20

100.000

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

5,254,557,880.13

86.395

Against

330,150,061.18

5.428

Abstain

497,309,629.80

8.177

TOTAL

6,082,017,571.11

100.000

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes Cast

% of
Votes Cast

Affirmative

5,208,606,681.64

85.639

Against

377,633,735.70

6.209

Abstain

495,777,153.77

8.152

TOTAL

6,082,017,571.11

100.000

*Denotes trust-wide proposals and voting results.

Fidelity Asset Manager: Aggressive

A special meeting of the fund's shareholders was held on September 19, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

9,159,681,066.15

90.673

Against

297,725,553.44

2.947

Abstain

644,523,338.61

6.380

TOTAL

10,101,929,958.20

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

8,921,925,457.17

88.319

Against

525,117,774.86

5.198

Abstain

654,886,726.17

6.483

TOTAL

10,101,929,958.20

100.000

PROPOSAL 3

To elect the thirteen nominees specified below as Trustees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

9,694,575,323.51

95.968

Withheld

407,354,634.69

4.032

TOTAL

10,101,929,958.20

100.000

Ralph F. Cox

Affirmative

9,678,290,979.15

95.806

Withheld

423,638,979.05

4.194

TOTAL

10,101,929,958.20

100.000

Phyllis Burke Davis

Affirmative

9,677,828,734.10

95.802

Withheld

424,101,224.10

4.198

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Robert M. Gates

Affirmative

9,679,251,629.35

95.816

Withheld

422,678,328.85

4.184

TOTAL

10,101,929,958.20

100.000

Abigail P. Johnson

Affirmative

9,676,726,713.18

95.791

Withheld

425,203,245.02

4.209

TOTAL

10,101,929,958.20

100.000

Edward C. Johnson 3d

Affirmative

9,680,067,762.17

95.824

Withheld

421,862,196.03

4.176

TOTAL

10,101,929,958.20

100.000

Donald J. Kirk

Affirmative

9,689,827,060.55

95.921

Withheld

412,102,897.65

4.079

TOTAL

10,101,929,958.20

100.000

Marie L. Knowles

Affirmative

9,690,932,975.45

95.932

Withheld

410,996,982.75

4.068

TOTAL

10,101,929,958.20

100.000

Ned C. Lautenbach

Affirmative

9,696,679,985.02

95.988

Withheld

405,249,973.18

4.012

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Peter S. Lynch

Affirmative

9,702,018,050.84

96.041

Withheld

399,911,907.36

3.959

TOTAL

10,101,929,958.20

100.000

Marvin L. Mann

Affirmative

9,687,550,817.41

95.898

Withheld

414,379,140.79

4.102

TOTAL

10,101,929,958.20

100.000

William O. McCoy

Affirmative

9,687,857,653.60

95.901

Withheld

414,072,304.60

4.099

TOTAL

10,101,929,958.20

100.000

William S. Stavropoulos

Affirmative

9,676,109,086.55

95.785

Withheld

425,820,871.65

4.215

TOTAL

10,101,929,958.20

100.000

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

159,970,886.05

89.391

Against

7,556,528.37

4.222

Abstain

11,429,164.26

6.387

TOTAL

178,956,578.68

100.000

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes Cast

% of
Votes Cast

Affirmative

158,387,865.69

88.506

Against

8,940,706.85

4.996

Abstain

11,628,006.14

6.498

TOTAL

178,956,578.68

100.000

*Denotes trust-wide proposals and voting results.

Fidelity Asset Manager: Growth

A special meeting of the fund's shareholders was held on September 19, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

9,159,681,066.15

90.673

Against

297,725,553.44

2.947

Abstain

644,523,338.61

6.380

TOTAL

10,101,929,958.20

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

8,921,925,457.17

88.319

Against

525,117,774.86

5.198

Abstain

654,886,726.17

6.483

TOTAL

10,101,929,958.20

100.000

PROPOSAL 3

To elect the 13 nominees specified below as Trustees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

9,694,575,323.51

95.968

Withheld

407,354,634.69

4.032

TOTAL

10,101,929,958.20

100.000

Ralph F. Cox

Affirmative

9,678,290,979.15

95.806

Withheld

423,638,979.05

4.194

TOTAL

10,101,929,958.20

100.000

Phyllis Burke Davis

Affirmative

9,677,828,734.10

95.802

Withheld

424,101,224.10

4.198

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Robert M. Gates

Affirmative

9,679,251,629.35

95.816

Withheld

422,678,328.85

4.184

TOTAL

10,101,929,958.20

100.000

Abigail P. Johnson

Affirmative

9,676,726,713.18

95.791

Withheld

425,203,245.02

4.209

TOTAL

10,101,929,958.20

100.000

Edward C. Johnson 3d

Affirmative

9,680,067,762.17

95.824

Withheld

421,862,196.03

4.176

TOTAL

10,101,929,958.20

100.000

Donald J. Kirk

Affirmative

9,689,827,060.55

95.921

Withheld

412,101,897.65

4.079

TOTAL

10,101,929,958.20

100.000

Marie L. Knowles

Affirmative

9,690,932,975.45

95.932

Withheld

410,996,982.75

4.068

TOTAL

10,101,929,958.20

100.000

Ned C. Lautenbach

Affirmative

9,696,679,985.02

95.988

Withheld

405,249,973.18

4.012

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Peter S. Lynch

Affirmative

9,702,018,050.84

96.041

Withheld

399,911,907.36

3.959

TOTAL

10,101,929,958.20

100.000

Marvin L. Mann

Affirmative

9,687,550,817.41

95.898

Withheld

414,379,140.79

4.102

TOTAL

10,101,929,958.20

100.000

William O. McCoy

Affirmative

9,687,857,653.60

95.901

Withheld

414,072,304.60

4.099

TOTAL

10,101,929,958.20

100.000

William S. Stavropoulos

Affirmative

9,676,109,086.55

95.785

Withheld

425,820,871.65

4.215

TOTAL

10,101,929,958.20

100.000

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,899,310,276.71

86.249

Against

127,960,561.30

5.811

Abstain

174,850,530.67

7.940

TOTAL

2,202,121,368.68

100.000

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,877,067,148.66

85.239

Against

148,476,332.41

6.742

Abstain

176,577,887.61

8.019

TOTAL

2,202,121,368.68

100.000

*Denotes trust-wide proposals and voting results.

Fidelity Asset Manager: Income

A special meeting of the fund's shareholders was held on September 19, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

9,159,681,066.15

90.673

Against

297,725,553.44

2.947

Abstain

644,523,338.61

6.380

TOTAL

10,101,929,958.20

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

8,921,925,457.17

88.319

Against

525,117,774.86

5.198

Abstain

654,886,726.17

6.483

TOTAL

10,101,929,958.20

100.000

PROPOSAL 3

To elect the thirteen nominees specified below as Trustees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

9,694,575,323.51

95.968

Withheld

407,354,634.69

4.032

TOTAL

10,101,929,958.20

100.000

Ralph F. Cox

Affirmative

9,678,290,979.15

95.806

Withheld

423,638,979.05

4.194

TOTAL

10,101,929,958.20

100.000

Phyllis Burke Davis

Affirmative

9,677,828,734.10

95.802

Withheld

424,101,224.10

4.198

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Robert M. Gates

Affirmative

9,679,251,629.35

95.816

Withheld

422,678,328.85

4.184

TOTAL

10,101,929,958.20

100.000

Abigail P. Johnson

Affirmative

9,676,726,713.18

95.791

Withheld

425,203,245.02

4.209

TOTAL

10,101,929,958.20

100.000

Edward C. Johnson 3d

Affirmative

9,680,067,762.17

95.824

Withheld

421,862,196.03

4.176

TOTAL

10,101,929,958.20

100.000

Donald J. Kirk

Affirmative

9,689,827,060.55

95.921

Withheld

412,102,897.65

4.079

TOTAL

10,101,929,958.20

100.000

Marie L. Knowles

Affirmative

9,690,932,975.45

95.932

Withheld

410,996,982.75

4.068

TOTAL

10,101,929,958.20

100.000

Ned C. Lautenbach

Affirmative

9,696,679,985.02

95.988

Withheld

405,249,973.18

4.012

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Peter S. Lynch

Affirmative

9,702,018,050.84

96.041

Withheld

399,911,907.36

3.959

TOTAL

10,101,929,958.20

100.000

Marvin L. Mann

Affirmative

9,687,550,817.41

95.898

Withheld

414,379,140.79

4.102

TOTAL

10,101,929,958.20

100.000

William O. McCoy

Affirmative

9,687,857,653.60

95.901

Withheld

414,072,304.60

4.099

TOTAL

10,101,929,958.20

100.000

William S. Stavropoulos

Affirmative

9,676,109,086.55

95.785

Withheld

425,820,871.65

4.215

TOTAL

10,101,929,958.20

100.000

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

399,418,166.86

84.458

Against

30,310,140.60

6.409

Abstain

43,190,798.07

9.133

TOTAL

472,919,105.53

100.000

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes Cast

% of
Votes Cast

Affirmative

392,675,178.23

83.032

Against

36,441,465.60

7.706

Abstain

43,802,461.70

9.262

TOTAL

472,919,105.53

100.000

*Denotes trust-wide proposals and voting results.

Spartan Investment Grade Bond Fund

A special meeting of the fund's shareholders was held on September 19, 2001. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

9,159,681,066.15

90.673

Against

297,725,553.44

2.947

Abstain

644,523,338.61

6.380

TOTAL

10,101,929,958.61

100.000

PROPOSAL 2

To authorize the Trustees to adopt an amended and restated Declaration of Trust.*

# of
Votes Cast

% of
Votes Cast

Affirmative

8,921,925,457.17

88.319

Against

525,117,774.86

5.198

Abstain

654,886,726.17

6.483

TOTAL

10,101,929,958.20

100.000

PROPOSAL 3

To elect the Board of Trustees.*

# of
Votes Cast

% of
Votes Cast

J. Michael Cook

Affirmative

9,694,575,323.51

95.968

Withheld

407,354,634.69

4.032

TOTAL

10,101,929,958.20

100.000

Ralph F. Cox

Affirmative

9,678,290,979.15

95.806

Withheld

423,638,979.05

4.194

TOTAL

10,101,929,958.20

100.000

Phyllis Burke Davis

Affirmative

9,677,828,734.10

95.802

Withheld

424,101,224.10

4.198

TOTAL

10,101,929,958.20

100.000

Robert M. Gates

Affirmative

9,679,251,629.35

95.816

Withheld

422,678,328.85

4.184

TOTAL

10,101,929,958.20

100.000

Abigail P. Johnson

Affirmative

9,676,726,713.18

95.791

Withheld

425,203,245.02

4.209

TOTAL

10,101,929,958.20

100.000

Edward C. Johnson 3d

Affirmative

9,680,067,762.17

95.824

Withheld

421,862,196.03

4.176

TOTAL

10,101,929,958.20

100.000

Donald J. Kirk

Affirmative

9,689,827,060.55

95.921

Withheld

412,102,897.65

4.079

TOTAL

10,101,929,958.20

100.000

# of
Votes Cast

% of
Votes Cast

Marie L. Knowles

Affirmative

9,690,932,975.45

95.932

Withheld

410,996,982.75

4.068

TOTAL

10,101,929,958.20

100.000

Ned C. Lautenbach

Affirmative

9,696,679,985.02

95.988

Withheld

405,249,973.18

4.012

TOTAL

10,101,929,958.20

100.000

Peter S. Lynch

Affirmative

9,702,018,050.84

96.041

Withheld

399,911,907.36

3.959

TOTAL

10,101,929,958.200

100.000

Marvin L. Mann

Affirmative

9,687,550,817.41

95.898

Withheld

414,379,140.79

4.102

TOTAL

10,101,929,958.20

100.000

William O. McCoy

Affirmative

9,687,857,653.60

95.901

Withheld

414,072,304.60

4.099

TOTAL

10,101,929,958.20

100.000

William S. Stavropoulos

Affirmative

9,676,109,086.55

95.785

Withheld

425,820,871.65

4.215

TOTAL

10,101,929,958.20

100.000

PROPOSAL 4

To amend the fund's fundamental investment limitation concerning underwriting.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,055,498,549.04

90.530

Against

39,038,438.71

3.348

Abstain

71,378,346.45

6.122

TOTAL

1,165,915,334.20

100.000

PROPOSAL 5

To amend the fund's fundamental investment limitation concerning lending.

# of
Votes Cast

% of
Votes Cast

Affirmative

1,048,885,309.80

89.962

Against

45,333,971.45

3.889

Abstain

71,696,052.95

6.149

TOTAL

1,165,915,334.20

100.000

*Denotes trust-wide proposals and voting results.

EX-99 8 three.htm

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

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").

WHEREAS the Adviser has entered into a Management Contract with 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: Growth (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Portfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ´´1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of l934) to the Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

2. As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Portfolio, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.

6. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

7. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.

8. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

The terms ´´registered investment company," ´´vote of a majority of the outstanding voting securities," ´´assignment," and ´´interested persons," when used herein, shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FMR CO., INC.

By /s/ Laura B. Cronin

Laura B. Cronin

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/ Robert C. Pozen

Robert C. Pozen

President

EX-99 9 two.htm

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

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").

WHEREAS the Adviser has entered into a Management Contract with 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: Income Fund (hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Portfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ´´1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Portfolio relating to research, statistical and investment activities. The Sub-Adviser is authorized, in its discretion and without prior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make recommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by the Trustees. The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c) The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of l934) to the Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion. The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

2. As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviser under the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviser during such month. Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Portfolio, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investment advice hereunder. The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.

6. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

7. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 2001, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretive releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically upon the termination of the Management Contract between the Fund, on behalf of the Portfolio, and the Adviser. This Agreement shall terminate automatically in the event of its assignment.

8. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

The terms ´´registered investment company," ´´vote of a majority of the outstanding voting securities," ´´assignment," and ´´interested persons," when used herein, shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FMR CO., INC.

By /s/ Laura B. Cronin

Laura B. Cronin

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/ Robert C. Pozen

Robert C. Pozen

President

EX-99 10 two2.htm

Exhibit (d)(17)

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT

Between

FIDELITY MANAGEMENT & RESEARCH (Far East), INC.

and

FIDELITY INVESTMENTS JAPAN LIMITED

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

WHEREAS, Fidelity Management & Research Company, a Massachusetts corporation (the "Adviser") has entered into various management contracts (each, a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest, (each, a "Trust") on behalf of each of their respective portfolios listed on Schedule A hereto, as the same may be amended from time to time (each, a "Portfolio"), pursuant to which the Advisor acts as investment adviser to each of the Portfolios; and

WHEREAS, the Sub-Advisor has entered into various Sub-Advisory Agreements (each, a "Sub-Advisory Agreement") with the Advisor, pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons, may provide, at the Advisor's discretion, investment advice or investment management and order execution services in respect of each Portfolio; and

WHEREAS, the Japan Sub-Advisor has personnel in Japan, and has been formed for the purpose, among others, of researching and compiling information and recommendations with respect to the economies of Japan and other Asian countries and the securities of issuers located in Japan and other Asian countries; and

WHEREAS, the Japan Sub-Advisor has been providing investment advisory and management services to the Sub-Advisor and the Advisor pursuant to a number of individual agreements in respect of each Portfolio;

NOW THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the Japan Sub-Advisor hereby agree to amend and restate their agreements in respect of all of the Portfolios as follows:

1. Delegation of Duties: Pursuant to paragraph 1(c) of the Sub-Advisory Agreement, the Sub-Advisor hereby delegates to the Japan Sub-Advisor, and the Japan Sub-Advisor hereby accepts, responsibility for performing such investment advisory, research and management services relating to the Japanese economy and the securities of Japanese issuers (and such other Asian economies and issuers as the Sub-Advisor may request from time to time) as may be requested of the Sub-Advisor by the Advisor from time to time pursuant to the Sub-Advisory Agreements. The Japan Sub-Advisor shall pay the salaries and fees of all personnel of the Japan Sub-Advisor performing such services on behalf of the Portfolios.

(a) Investment Advice: In connection with the performance of such services, the Japan Sub-Advisor shall furnish to the Advisor and the Sub-Advisor such factual information, research reports and investment recommendations as Advisor or the Sub-Advisor may reasonably require. Such information may include written and oral reports and analyses. All such reports, recommendations, analyses and other information may be used, transferred, assigned or sold by the Sub-Advisor, in its sole discretion, without the consent of the Japan Sub-Advisor.

(b) Investment Management: The Japan Sub-Advisor is hereby authorized to manage such portion of the Japanese or other Asian investments of a Portfolio as the Sub-Advisor shall request from time to time. Such investment management activities shall be subject to and in accordance with the investment objective, policies and limitations provided in the applicable Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the applicable Trust or the Advisor may impose with respect to the Portfolio by notice to the Japan Sub-Advisor. With respect to the portion of the investments of a Portfolio under its management, the Japan Sub-Advisor is authorized to place orders for the purchase and sale of such securities through such broker/dealers as the Japan Sub-Adviser may select in accordance with the provisions of paragraph 3 hereof. All investment management and any other activities of the Japan Sub-Advisor shall at all times be subject to the control and direction of the Sub-Advisor, the Advisor and the Trusts' respective Boards of Trustees.

(c) Subsidiaries and Affiliates: The Japan Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Japan Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by each applicable Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust, the Advisor and the Sub-Advisor: The Japan Sub-Advisor shall furnish such reports, evaluations, information or analyses to each applicable Trust, the Advisor, and the Sub-Advisor, as the Trusts' Boards of Trustees, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the Japan Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under sub-paragraph 1(b) of this Agreement, the Japan Sub-Advisor shall place orders for the purchase and sale of portfolio securities for each applicable Portfolio's account with brokers or dealers selected by the Japan Sub-Advisor, which may include brokers or dealers affiliated with the Advisor, the Sub-Advisor or the Japan Sub-Advisor. The Japan Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolios and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolios and/or other accounts over which the Japan Sub-Advisor, the Sub-Advisor of the Advisor exercise investment discretion. The Japan Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Japan Sub-Adviser determines in good faith that such amount is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Japan Sub-Advisor, the Sub-Advisor or the Advisor have with respect to accounts over which they exercise investment discretion. The Trustees of each Trust shall periodically review the commissions paid by each of their respective Portfolios to determine if the commissions paid over the representative periods of time are reasonable in relation to the benefits to such Portfolio.

4. Compensation: For the services provided under subparagraph 1(a) of this Agreement, the Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to 100% of the Japan Sub-Advisor's costs incurred in connection with rendering the services provided hereunder. For services provided under subparagraph 1(b) of this Agreement, the Sub-Advisor agrees to pay the Japan Sub-Advisor a monthly fee equal to 105% of the Japan Sub-Advisor's costs incurred in connection with rendering the services thereunder. The Japan Sub-Advisor's fee shall not be reduced to reflect expense reimbursements or fee waivers by the Sub-Advisor or the Advisor, if any, in effect in respect of any Portfolio from time to time.

5. Expenses: It is understood that the Portfolios will pay all of their expenses other than those expressly stated to be payable by the Japan Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement or by the Advisor under the applicable Management Contract.

6. Interested Persons: It is understood (i) that Trustees, officers, and shareholders of each Trust are or may be or become interested in the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors, officers or otherwise, (ii) that directors, officers and stockholders of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or become similarly interested in a Trust, and (iii) that the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or become interested in a Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the Japan Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere in a material manner, with the Japan Sub-Advisor's ability to meet all of its obligations hereunder. The Japan Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Sub-Advisor, the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Trust or to any shareholder of any Portfolio for any act or omission in the course of or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Liability: Notwithstanding anything in this Agreement to the contrary, it is understood that the Sub-Advisor shall remain liable to the Advisor and each Portfolio under the Sub-Advisory Agreement for the acts and omissions of Japan Sub-Advisor taken in the course of the performance of the Japan Sub-Advisor's duties hereunder to the same extent as would be the case had the Sub-Advisor performed such acts or omissions itself, provided, however, that to the extent the Sub-Advisor suffers a loss to the Advisor or a Portfolio as a result of or arising out of such acts or omissions of the Japan Sub-Advisor, the Sub-Advisor shall be entitled to seek redress against the Japan Sub-Advisor in accordance with the terms hereof.

10. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 10, this Agreement shall continue in force until June 30, 2002 in respect of each Portfolio designated as a fixed-income fund on Schedule A, and until July 31, 2002 in respect of each Portfolio designated as an equity fund on Schedule A, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved in respect of such Portfolio at least annually by vote of the applicable Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified in respect of any Portfolio by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and each applicable Portfolio, subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 10, the terms of any continuance or modification of this Agreement in respect of each Portfolio must have been approved by the vote of a majority of those Trustees of each applicable Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Japan Sub-Advisor may at any time on sixty (60) days' prior written notice to the parties to this Agreement, the Advisor and the Board of Trustees of the applicable Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. Each Portfolio may at any time on sixty (60) days' prior written notice to the parties to this Agreement and the Advisor, terminate this Agreement in respect of such Portfolio, without payment of any penalty, by action of the Board of Trustees of the applicable Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment

11. Limitation of Liability: The Japan Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of each Trust and agrees that any obligations of a Trust in respect of a Portfolio arising in connection with this Agreement shall be limited in all cases to the applicable Portfolio and its assets; and the Japan Sub-Advisor shall not seek satisfaction of any such obligation from any other Portfolio, the shareholders or any shareholder of any Portfolio, or the Trustees or any individual Trustee of any Trust.

12. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested person," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (Far East), INC.

BY:

/s/ JS Wynant________________________________________

JS Wynant

Treasurer

FIDELITY INVESTMENTS JAPAN LIMITED

BY:

/s/ Billy Wilder_________________________________________

Billy Wilder

Director

EX-99.77B ACCT LTTR 11 charles_10f3.htm FORM NSAR

FORM NSAR

Q77.O Transactions effected pursuant to Rule 10F3

Fidelity Charles Street Trust

                        
                       
                       
                       
                               

Series Number

Fund

Trade Date

Settle Date

Security Name:

Size of Offering:

Aggregate Offering Value

Price:

Shares Purchased

Transaction Value

Underwriter Fidelity Purchased From

Underwriting Members:(1)

Underwriting Members:(2)

Underwriting Members:(3)

Underwriting Members:(4)

Underwriting Members:(5)

2

FID ASSET MANAGER FUND

22-May-01

25-May-01

Peabody Energy

15,000,000

$420,000,000

$28.00

8,800

$332,000

LEHM

Bear Stearns & Co. Inc.

Merrill Lynch & Co.

Morgan Stanley Dean Witter

UBS Warburg

A.G. Edwards & Sons, Inc.

3

ASSET MANAGER GROWTH

22-May-01

25-May-01

Peabody Energy

15,000,000

$420,000,000

$28.00

4,500

$332,000

LEHM

Bear Stearns & Co. Inc.

Merrill Lynch & Co.

Morgan Stanley Dean Witter

UBS Warburg

A.G. Edwards & Sons, Inc.

5

ASSET MANAGER INCOME

04-Oct-00

11-Oct-00

TNPC Inc

21,000,000

$441,000,000

$21.00

1,000

$21,000

FBCO

0

Credit Suise

DLJ

FCM

Chase H&Q

5

ASSET MANAGER INCOME

23-Apr-01

27-Apr-01

Aquila Inc

16,500,000

$396,000,000

$24.00

100

$472,800

MOTC

Lehman Brothers

Merrill Lynch & Co.

Salomon Smith Barney

Credit Lyonnais Securities (USA) Inc

JP Morgan

5

ASSET MANAGER INCOME

23-Apr-01

27-Apr-01

Aquila Inc

16,500,000

$396,000,000

$24.00

1,500

$472,800

MOTC

Lehman Brothers

Merrill Lynch & Co.

Salomon Smith Barney

Credit Lyonnais Securities (USA) Inc

JP Morgan

5

ASSET MANAGER INCOME

22-May-01

25-May-01

Peabody Energy

15,000,000

$420,000,000

$28.00

700

$332,000

LEHM

Bear Stearns & Co. Inc.

Merrill Lynch & Co.

Morgan Stanley Dean Witter

UBS Warburg

A.G. Edwards & Sons, Inc.
EX-99.77B ACCT LTTR 12 deloitte_agg.htm INDEPENDENT AUDITORS' REPORT

 

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audit of the financial statements of Fidelity Asset Manager: Aggressive (the "Fund") for the year ended September 30, 2001 (on which we have issued our report dated November 7, 2001) a fund of the Fidelity Charles Street Trust (the "Trust"), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities that we consider to be material weaknesses as defined above as of September 30, 2001.

This report is intended solely for the information and use of management, the Board of Trustees and Shareholders of Fidelity Asset Manager: Aggressive, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

Deloitte & Touche LLP

Boston, Massachusetts

 

November 7, 2001

 EX-99.77B ACCT LTTR 13 deloitte_as.htm INDEPENDENT AUDITORS' REPORT

 

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audit of the financial statements of Fidelity Asset Manager (the "Fund") for the year ended September 30, 2001 (on which we have issued our report dated November 13, 2001) a fund of the Fidelity Charles Street Trust (the "Trust"), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities that we consider to be material weaknesses as defined above as of September 30, 2001.

This report is intended solely for the information and use of management, the Board of Trustees and Shareholders of Fidelity Asset Manager, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

Deloitte & Touche LLP

Boston, Massachusetts

 

November 13, 2001

 EX-99.77B ACCT LTTR 14 deloitte_growth.htm INDEPENDENT AUDITORS' REPORT

 

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audit of the financial statements of Fidelity Asset Manager: Growth (the "Fund") for the year ended September 30, 2001 (on which we have issued our report dated November 5, 2001) a fund of the Fidelity Charles Street Trust (the "Trust"), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities that we consider to be material weaknesses as defined above as of September 30, 2001.

This report is intended solely for the information and use of management, the Board of Trustees and Shareholders of Fidelity Asset Manager: Growth, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

Deloitte & Touche LLP

Boston, Massachusetts

November 5, 2001

 EX-99.77B ACCT LTTR 15 deloitte_spinv.htm INDEPENDENT AUDITORS' REPORT

 

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audit of the financial statements of Spartan Investment Grade Bond Fund (the "Fund") for the year ended September 30, 2001 (on which we have issued our report dated November 2, 2001) a fund of the Fidelity Charles Street Trust (the "Trust"), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities that we consider to be material weaknesses as defined above as of September 30, 2001.

 

This report is intended solely for the information and use of management, the Board of Trustees and Shareholders of Spartan Investment Grade Bond Fund, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

Deloitte & Touche LLP

Boston, Massachusetts

 

November 2, 2001

 EX-99.77B ACCT LTTR 16 deloitte_inc.htm INDEPENDENT AUDITORS'' REPORT

 

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audit of the financial statements of Fidelity Asset Manager: Income (the "Fund") for the year ended September 30, 2001 (on which we have issued our report dated November 6, 2001) a fund of the Fidelity Charles Street Trust (the "Trust"), we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States of America. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose all matters in the internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving the Fund's internal control and its operation, including controls for safeguarding securities that we consider to be material weaknesses as defined above as of September 30, 2001.

This report is intended solely for the information and use of management, the Board of Trustees and Shareholders of Fidelity Asset Manager: Income, and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

Deloitte & Touche LLP

Boston, Massachusetts

 

November 6, 2001

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