0000795422-04-000049 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR VALUE FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 28th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of November, 2003, 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 Value 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 VALUE FUND
Sub-Advisory Agreement • June 28th, 2004 • 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 (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 Value Fund (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 28th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 20th day of November, 2003, 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").

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