0000215829-08-000002 Sample Contracts

AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY SCHOOL STREET TRUST and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 29th, 2008 • Fidelity School Street Trust/ • Massachusetts

Agreement made this 1st day of May, 2006, between Fidelity School Street Trust, a Massachusetts business trust having its principal place of business in Boston, Massachusetts and which may issue one or more series of beneficial interest ("Issuer"), with respect to shares of Fidelity Strategic Income 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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MANAGEMENT CONTRACT between FIDELITY SCHOOL STREET TRUST: FIDELITY STRATEGIC INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 29th, 2008 • Fidelity School Street Trust/ • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity School 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 Strategic Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • February 29th, 2008 • Fidelity School Street Trust/ • Massachusetts

This Amendment made as of this __ day of ____, 200_, 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 "Sub-Advisor").

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • February 29th, 2008 • Fidelity School Street Trust/ • Massachusetts

This Amendment made as of this ___ day of ________ 200_, by and between Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan 105-6019 (hereinafter called the "Japan Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY SCHOOL STREET TRUST ON BEHALF OF FIDELITY STRATEGIC INCOME FUND
Sub-Advisory Agreement • February 29th, 2008 • Fidelity School Street Trust/ • Massachusetts

This Amendment made as of this __ day of ______ 200_, amends the Sub-Advisory Agreement (the "Agreement"), dated August 1, 1999, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Fidelity School Street Trust, a Massachusetts business trust, on behalf of Fidelity Strategic Income Fund (hereinafter called the "Portfolio").

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