0000795422-04-000040 Sample Contracts

FORM OF MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR MID CAP II FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this __ day of _____ 20__, by and between Fidelity Advisor Series II, 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 Mid Cap II 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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Form of 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 MID CAP II FUND
Sub-Advisory Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this ___ day of ____, 200_, 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 Mid Cap II Fund (hereinafter called the "Portfolio").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this___day of______, 200_, 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").

FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

Agreement made this ___ day of , 200 , 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 Mid Cap II Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

FORM OF SUB-RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this __ day of _____, 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").

FORM OF SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Research Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this __day of _____, 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 Across Shinkawa Bldg. 8-8, Shinkawa 1-chome, Chuo-ku, Tokyo 104-0033, Japan (hereinafter called the "Japan Sub-Advisor").

FORM OF MASTER INTERNATIONAL RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY
Master International Research Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this __ day of _____ 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 International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • May 27th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this ___ day of ________, 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").

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