0000795422-04-000117 Sample Contracts

MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR MID CAP II FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • December 29th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 15 day of July, 2004, 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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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 • December 29th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 15 day of July, 2004, 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").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • December 29th, 2004 • Fidelity Advisor Series Ii • Massachusetts

AGREEMENT made this 15 day of July, 2004, 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").

GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • December 29th, 2004 • Fidelity Advisor Series Ii • Massachusetts

Agreement made made this 15 day of July, 2004 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").

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