FORM OF AMENDED AND RESTATED FUNDWIDE OPERATIONS AND EXPENSE AGREEMENTFundwide Operations and Expense Agreement • June 1st, 2006 • Fidelity Advisor Series Ii • Massachusetts
Contract Type FiledJune 1st, 2006 Company JurisdictionThis Amended and Restated Fundwide Operations and Expense Agreement ("Agreement"), dated as of ____________, is made and entered into by and between Fidelity Management & Research Company (the "Adviser") and Fidelity Income Fund (the "Trust") on behalf of Fidelity Government Income Fund (the "Fund"). WHEREAS, the Trust is a Massachusetts business trust and is registered under the Investment Company Act of 1940 (the "1940 Act") as an open-end management investment company of the series type, and each Fund is a series of the Trust; WHEREAS, the Trust, on behalf of the Fund, and the Adviser have entered into a Management Contract, amended and restated as of June 1, 2005 (the "Management Contract"), pursuant to which the Adviser provides investment management services to the Fund in exchange for a management fee (the "Management Fee"); and WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interest of the Fund and its shareholders to maintain