0000751199-02-000003 Sample Contracts

FORM OF MANAGEMENT CONTRACT between FIDELITY INCOME FUND: FIDELITY ULTRA-SHORT BOND FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 11th, 2002 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this __ day of ___, ___, 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 Ultra-Short Bond Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY INCOME FUND and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • June 11th, 2002 • 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 Ultra-Short Bond Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Income Fund /Ma/ • Massachusetts

AGREEMENT made this ____ day of ____, 200__, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (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").

FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • June 11th, 2002 • Fidelity Income Fund /Ma/ • New York

AGREEMENT dated as of ______, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Custody Agreement • June 11th, 2002 • Fidelity Income Fund /Ma/

AGREEMENT dated as of ___________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Fidelity Income Fund /Ma/ • June 11th, 2002

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of _______, by and between THE BANK OF NEW YORK ("Custodian") and each of the entities listed on SchedulesA-1, A-2, A-3 and A-4 hereto on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on SchedulesA-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii)in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

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