0000751199-08-000009 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 2042 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 2042 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.

GENERAL DISTRIBUTION AGREEMENT between FIDELITY INCOME FUND and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

Agreement made this 15 day of November, 2007, 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").

AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

This Amendment made as of this 1st day of August, 2007, 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").

AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

This Amendment made as of this 1st day 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 "Sub-Advisor").

AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY INCOME FUND ON BEHALF OF FIDELITY TOTAL BOND FUND
Sub-Advisory Agreement • September 29th, 2008 • Fidelity Income Fund /Ma/ • Massachusetts

This Amendment made as of this 1st day of August, 2007, amends the Sub-Advisory Agreement (the "Agreement"), dated September 19, 2002, 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 Income Fund, a Massachusetts business trust, on behalf of Fidelity Total Bond Fund (hereinafter called the "Portfolio").

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