0000751199-07-000028 Sample Contracts

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY INCOME FUND and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • October 2nd, 2007 • Fidelity Income Fund /Ma/ • Massachusetts

Agreement made this __ day of , 200 , between Fidelity Income Fund, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Income Replacement 2040 Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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FORM OF MANAGEMENT CONTRACT between FIDELITY INCOME REPLACEMENT 2040 FUND and STRATEGIC ADVISERS, INC.
Management Contract • October 2nd, 2007 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this ___ day of [Month], 200_ by and between Fidelity Income Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Income Replacement 2040 Fund, a series of the Fund, (hereinafter called the "Portfolio"), and Strategic Advisers, Inc., a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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