0000795422-01-500009 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES TRUST II FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of July 2000, by and between Fidelity Advisor Series II 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 Advisor Floating Rate High 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.

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY ADVISOR SERIES II ON BEHALF OF FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
Sub-Advisory Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of July, 2000, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"); Fidelity Management & Research (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Advisor Series II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Floating Rate High Income Fund (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 1st day of January, 2001, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (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").

SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 1st day of July, 2000, 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").

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 1st day of July, 2000, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at 1-8-8 Shinkawa, Chuo-ku, Tokyo 104-0033, Japan (hereinafter called the "Japan Sub-Advisor").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of July, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 28th, 2001 • Fidelity Advisor Series Ii • Massachusetts

Agreement made this 20th day of July, 2000, between Fidelity Advisor Series II, 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 Advisor Floating Rate High 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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