0000880195-08-000172 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
Sub-Advisory Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this 19th day of June, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor").

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MANAGEMENT CONTRACT between FIDELITY INCOME REPLACEMENT 2038 FUND and STRATEGIC ADVISERS, INC.
Management Contract • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this 15th day of November, 2007 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 2038 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.

AMENDED AND RESTATED FIXED-INCOME SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Fixed-Income Sub-Research Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this 1st of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Advisor").

AMENDED AND RESTATED MASTER INTERNATIONAL FIXED-INCOME RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Master International Fixed-Income Research Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this 1st day of August, 2007 by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at Contra Way, P.O. Box 9600, Merrimack, New Hampshire (hereinafter called the "U.S. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Advisor").

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