0000795422-03-000039 Sample Contracts

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY ADVISOR SERIES II ON BEHALF OF FIDELITY ADVISOR VALUE FUND
Sub-Advisory Agreement • December 18th, 2003 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of November, 2003, 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 (U.K.) 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 Value Fund (hereinafter called the "Portfolio").

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GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 18th, 2003 • Fidelity Advisor Series Ii • Massachusetts

Agreement made this 20th day of November, 2003, 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 Value 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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