**SUB-ADVISORYAGREEMENT**

**between**

**FIDELITY MANAGEMENT & RESEARCH COMPANY**

**and**

**FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.**

AGREEMENT AMENDED and RESTATED as of this 17th day of July, 2008,by and between Fidelity Management & Research Company, a Massachusettscorporation 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"). 

WHEREAS the Advisor has entered into various management contracts(each a "Management Contract") with those Massachusetts business trusts andDelaware statutory trusts, each a registered investment company issuing one ormore series of shares of beneficial interest (each a "Trust") on behalf of eachof their respective portfolios listed on Schedule A attached hereto, as the samemay be amended from time to time (each a "Portfolio"), pursuant to which theAdvisor acts as investment manager to each of the Portfolios; 

WHEREAS required authorization and approval by Trustees havingbeen obtained, each Trust, on behalf of each Portfolio, the Advisor, and theSub-Advisor hereby consent, pursuant to Paragraph 9 of the existing Sub-AdvisoryAgreement, to a modification of said Agreement in the manner set forth below;and 

WHEREAS the Sub-Advisor and its subsidiaries and other affiliatedpersons have personnel in various locations throughout the world and have beenformed in part for the purpose of researching and compiling information andrecommendations with respect to the economies of various countries, andsecurities of issuers located in such countries, and providing investmentadvisory services in connection therewith; 

NOW, THEREFORE, in consideration of the premises and the mutualpromises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agreeas follows: 

1. Duties: The Advisor may, in its discretion, appoint theSub-Advisor to perform one or more of the following services with respect to allor a portion of the investments of the Portfolio. The services and the portionof the investments of the Portfolio to be advised or managed by the Sub-Advisorshall be as agreed upon from time to time by the Advisor and the Sub-Advisor.The Sub-Advisor shall pay the salaries and fees of all personnel of theSub-Advisor performing services for the Portfolio relating to research,statistical and investment activities. 

(a)*Investment Advice:* If and to the extentrequested by the Advisor, the Sub-Advisor shall provide investment advice to thePortfolio and the Advisor with respect to all or a portion of the investments ofthe Portfolio, and in connection with such advice shall furnish the Portfolioand the Advisor such factual information, research reports and investmentrecommendations as the Advisor may reasonably require. Such information mayinclude written and oral reports and analyses. 

(b) *Investment Management:* If and to the extentrequested by the Advisor, the Sub-Advisor shall, subject to the supervision ofthe Advisor, manage all or a portion of the investments of the Portfolio inaccordance with the investment objective, policies and limitations provided inthe Portfolio's Prospectus or other governing instruments, as amended from timeto time, the Investment Company Act of 1940 (the "1940 Act") and rulesthereunder, as amended from time to time, and such other limitations as theTrust or Advisor may impose with respect to the Portfolio by notice to theSub-Advisor. With respect to the portion of the investments of the Portfoliounder its management, the Sub-Advisor is authorized to make investment decisionson behalf of the Portfolio with regard to any stock, bond, other security orinvestment instrument, and to place orders for the purchase and sale of suchsecurities through such broker-dealers as the Sub-Advisor may select. TheSub-Advisor may also be authorized, but only to the extent such duties aredelegated in writing by the Advisor, to provide additional investment managementservices to the Portfolio, including but not limited to services such asmanaging foreign currency investments, purchasing and selling or writing futuresand options contracts, borrowing money or lending securities on behalf of thePortfolio. All investment management and any other activities of the Sub-Advisorshall at all times be subject to the control and direction of the Advisor andthe Trust's Board of Trustees. 

(c) *Subsidiaries and Affiliates*: The Sub-Advisor mayperform any or all of the services contemplated by this Agreement directly orthrough such of its subsidiaries or other affiliated persons as the Sub-Advisorshall determine; provided, however, that performance of such services throughsuch subsidiaries or other affiliated persons shall have been approved by theTrust to the extent required pursuant to the 1940 Act and rules thereunder. 

2. Information to be Provided to the Trust and the Advisor:The Sub-Advisor shall furnish such reports, evaluations, information or analysesto the Trust and the Advisor as the Trust's Board of Trustees or the Advisor mayreasonably request from time to time, or as the Sub-Advisor may deem to bedesirable. 

3. Brokerage: In connection with the services providedunder subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shallplace all orders for the purchase and sale of portfolio securities for thePortfolio's account with brokers or dealers selected by the Sub-Advisor, whichmay include brokers or dealers affiliated with the Advisor or Sub-Advisor. TheSub-Advisor shall use its best efforts to seek to execute portfolio transactionsat prices which are advantageous to the Portfolio and at commission rates whichare reasonable in relation to the benefits received. In selecting brokers ordealers qualified to execute a particular transaction, brokers or dealers may beselected who also provide brokerage and research services (as those terms aredefined in Section 28(e) of the Securities Exchange Act of 1934) to thePortfolio and/or to the other accounts over which the Sub-Advisor or Advisorexercise investment discretion. The Sub-Advisor is authorized to pay a broker ordealer who provides such brokerage and research services a commission forexecuting a portfolio transaction for the Portfolio which is in excess of theamount of commission another broker or dealer would have charged for effectingthat transaction if the Sub-Advisor determines in good faith that such amount ofcommission is reasonable in relation to the value of the brokerage and researchservices provided by such broker or dealer. This determination may be viewed interms of either that particular transaction or the overall responsibilitieswhich the Sub-Advisor has with respect to accounts over which it exercisesinvestment discretion. The Trustees of the Trust shall periodically review thecommissions paid by the Portfolio to determine if the commissions paid overrepresentative periods of time were reasonable in relation to the benefits tothe Portfolio. 

4. Compensation: The Advisor shall compensate theSub-Advisor on the following basis for the services to be furnished hereunder.

(a) *Investment Advisory Fee*: For services providedunder subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees topay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall beequal to 110% of the Sub-Advisor's costs incurred in connection with renderingthe services referred to in subparagraph (a) of paragraph 1 of this Agreement.The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements orfee waivers by the Advisor, if any, in effect from time to time. 

(b) *Investment Management Fee:* For services providedunder subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees topay the Sub-Advisor a monthly Investment Management Fee. The InvestmentManagement Fee shall be equal to: (i) 50% of the monthly management fee rate(including performance adjustments, if any) that the Portfolio is obligated topay the Advisor under its Management Contract with the Advisor, multiplied by:(ii) the fraction equal to the net assets of the Portfolio as to which theSub-Advisor shall have provided investment management services divided by thenet assets of the Portfolio for that month; provided, however, that theInvestment Management Fee paid to the Sub-Advisor for any period hereunder shallin all circumstances be an amount not less than 110% of the Sub-Advisor's costsincurred in connection with rendering the services referred to in subparagraph(b) of paragraph 1 of this Agreement (but in no event will the InvestmentManagement Fee paid to the Sub-Advisor exceed the management fee paid to theAdvisor pursuant to its management contract with respect to the Portfolio) (theminimum fee described in this proviso being referred to herein as the "MinimumInvestment Management Fee"). If in any fiscal year the aggregate expenses of thePortfolio exceed any applicable expense limitation imposed by any state orfederal securities laws or regulations, and the Advisor waives all or a portionof its management fee or reimburses the Portfolio for expenses to the extentrequired to satisfy such limitation, the Investment Management Fee paid to theSub-Advisor will be reduced by 50% of the amount of such waivers orreimbursements multiplied by the fraction determined in (ii), subject to theMinimum Investment Management Fee. If the Sub-Advisor reduces its fees toreflect such waivers or reimbursements and the Advisor subsequently recovers allor any portion of such waivers or reimbursements, then the Sub-Advisor shall beentitled to receive from the Advisor a proportionate share of the amountrecovered. 

(c)*Provision of Multiple Services:* If theSub-Advisor shall have provided both investment advisory services undersubparagraph (a) and investment management services under subparagraph (b) ofparagraph (1) for the same portion of the investments of the Portfolio for thesame period, the fees paid to the Sub-Advisor with respect to such investmentsshall be calculated exclusively under subparagraph (b) of this paragraph 4. 

5. Expenses: It isunderstood that the Portfolio will pay all of its expenses other than thoseexpressly stated to be payable by the Sub-Advisor hereunder or by the Advisorunder the Management Contract with the Portfolio. 

6. Interested Persons: It is understood that Trustees,officers, and shareholders of the Trust are or may be or become interested inthe Advisor or the Sub-Advisor as directors, officers or otherwise and thatdirectors, officers and stockholders of the Advisor or the Sub-Advisor are ormay be or become similarly interested in the Trust, and that the Advisor or theSub-Advisor may be or become interested in the Trust as a shareholder orotherwise. 

7. Services to Other Companies or Accounts: The services ofthe Sub-Advisor to the Advisor are not to be deemed to be exclusive, theSub-Advisor being free to render services to others and engage in otheractivities, provided, however, that such other services and activities do not,during the term of this Agreement, interfere, in a material manner, with theSub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisorshall for all purposes be an independent contractor and not an agent or employeeof the Advisor or the Trust. 

8. Standard of Care: In the absence of willful misfeasance,bad faith, gross negligence or reckless disregard of obligations or dutieshereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subjectto liability to the Advisor, the Trust or to any shareholder of the Portfoliofor any act or omission in the course of, or connected with, rendering serviceshereunder or for any losses that may be sustained in the purchase, holding orsale of any security. 

9. Duration and Termination of Agreement; Amendments: 

(a) Subject to prior termination as provided in subparagraph (d)of this paragraph 9, this Agreement shall continue in force until July 31, 2009and indefinitely thereafter, but only so long as the continuance after suchperiod shall be specifically approved at least annually by vote of the Trust'sBoard of Trustees or by vote of a majority of the outstanding voting securitiesof the Portfolio. 

(b) This Agreement may be modified by mutual consent of theAdvisor, the Sub-Advisor and the Portfolio subject to the provisions of Section15 of the 1940 Act, as modified by or interpreted by any applicable order ororders of the Securities and Exchange Commission (the "Commission") or any rulesor regulations adopted by, or interpretative releases or no-action letters of,the Commission or its staff. 

(c) In addition to the requirements of subparagraphs (a) and (b)of this paragraph 9, the terms of any continuance or modification of thisAgreement must have been approved by the vote of a majority of those Trustees ofthe Trust who are not parties to this Agreement or interested persons of anysuch party, cast in person at a meeting called for the purpose of voting on suchapproval. 

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, atany time on sixty (60) days' prior written notice to the other parties,terminate this Agreement, without payment of any penalty, by action of its Boardof Trustees or Directors, or with respect to the Portfolio by vote of a majorityof its outstanding voting securities. This Agreement shall terminateautomatically in the event of its assignment. 

10. Limitation of Liability: The Sub-Advisor is herebyexpressly put on notice of the limitation of shareholder liability as set forthin the Declaration of Trust or other organizational document of the Trust andagrees that any obligations of the Trust or the Portfolio arising in connectionwith this Agreement shall be limited in all cases to the Portfolio and itsassets, and the Sub-Advisor shall not seek satisfaction of any such obligationfrom the shareholders or any shareholder of the Portfolio. Nor shall theSub-Advisor seek satisfaction of any such obligation from the Trustees or anyindividual Trustee. 

11. Governing Law: This Agreement shall be governed by, andconstrued in accordance with, the laws of the Commonwealth of Massachusetts,without giving effect to the choice of laws provisions thereof. 

The terms "registered investment company," "vote of a majority ofthe outstanding voting securities," "assignment," and "interested persons," whenused herein, shall have the respective meanings specified in the 1940 Act as nowin effect or as hereafter amended, and subject to such orders or no-actionletters as may be granted by the Commission or its staff. 

IN WITNESS WHEREOF theparties hereto have caused this instrument to be signed in their behalf by theirrespective officers thereunto duly authorized, and their respective seals to behereunto affixed, all as of the date written above.