-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V9dVtMlEO7oI206nIgX0ugqQLb7OQJ2kshfFqx+kc2LZ5QFJkmK5DcvA/JPfiOSa m6P/+zbEw3zKSDa+jdhh+A== 0000035315-09-000012.txt : 20090302 0000035315-09-000012.hdr.sgml : 20090302 20090302140511 ACCESSION NUMBER: 0000035315-09-000012 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 EFFECTIVENESS DATE: 20090302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY ADVISOR SERIES II CENTRAL INDEX KEY: 0000795422 IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-04707 FILM NUMBER: 09646641 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175707000 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE ZH1 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY DIVERSIFIED TRUST DATE OF NAME CHANGE: 19930706 FORMER COMPANY: FORMER CONFORMED NAME: PLYMOUTH FUND DATE OF NAME CHANGE: 19920130 FORMER COMPANY: FORMER CONFORMED NAME: PLYMOUTH INVESTMENT SERIES DATE OF NAME CHANGE: 19911204 0000795422 S000005152 Fidelity Advisor Strategic Income Fund C000014110 Class A FSTAX C000014111 Class B FSINX C000014112 Class C FSRCX C000014113 Class T FSIAX C000014114 Institutional Class FSRIX NSAR-B 1 answer04707.fil PAGE 1 000 B000000 12/31/2008 000 C000000 0000795422 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY ADVISOR SERIES II 001 B000000 811-04707 001 C000000 6037917481 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C010600 6 007 C020600 Fidelity Advisor Strategic Income Fund 007 C030600 N 008 A000601 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000601 A 008 C000601 801-7884 008 D010601 BOSTON 008 D020601 MA 008 D030601 02109 008 A000602 FMR CO., INC. 008 B000602 S 008 C000602 801-3447 008 D010602 BOSTON 008 D020602 MA 008 D030602 02109 008 A000603 FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) 008 B000603 S 008 C000603 801-28774 008 D010603 BOSTON 008 D020603 MA 008 D030603 02109 008 A000604 FIL INVESTMENT ADVISORS 008 B000604 S 008 C000604 801-21347 008 D010604 PEMBROKE 008 D050604 BERMUDA 008 A000605 FIL INVESTMENT ADVISORS (U.K.) LTD 008 B000605 S 008 C000605 801-23620 PAGE 2 008 D010605 LONDON 008 D050605 ENGLAND 008 A000606 FIDELITY INVESTMENTS JAPAN LIMITED (FIJ) 008 B000606 S 008 C000606 801-45731 008 D010606 TOKYO 008 D050606 JAPAN 008 A000607 FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. 008 B000607 S 008 C000607 801-34590 008 D010607 MERRIMACK 008 D020607 NH 008 D030607 03054 008 A000608 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B000608 S 008 C000608 801-28773 008 D010608 LONDON 008 D050608 ENGLAND 011 A00AA01 FIDELITY DISTRIBUTORS CORPORATION 011 B00AA01 8-8775 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02109 012 A00AA01 FIDELITY INVESTMENTS INSTIT. 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A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE JOHN R. HEBBLE TITLE PRESIDENT AND TREASURER EX-99.77Q1 OTHR EXHB 2 q77q1_subadvisory2.htm SUB ADVISORY

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT

between

FIDELITY INVESTMENTS JAPAN LIMITED

and

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

AGREEMENT made this 1st day of August 2007, 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").

WHEREAS, FMR Co., Inc., a Massachusetts corporation (hereinafter called the "Advisor"), has entered into various management contracts (each a "Management Contract") with those Delaware LLCs, each a registered investment company issuing one or more series of limited liability company interests (each a "Fund"), on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor has agreed to act as investment advisor to each of the Portfolios;

WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons, may provide investment advice and research services to the Advisor on behalf of the Portfolios pursuant to a number of agreements;

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of the Portfolios under a Master International Research Agreement; and

WHEREAS, the Japan Sub-Advisor has personnel in Japan and has been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located outside of the United States and Canada, primarily in Japan;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the Japan Sub-Advisor agree as follows:

1. Delegated Duties: The Sub-Advisor hereby delegates to the Japan Sub-Advisor and the Japan Sub-Advisor hereby accepts responsibility for performing such investment advice and research services, particularly with respect to issuers, companies, governments and economic conditions outside of the U.S. and Canada, primarily in Japan, with respect to all or a portion of the investments of each Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement, as may be requested by the Sub-Advisor. The services and the portion of the investments of each Portfolio to be advised by the Japan Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the Japan Sub-Advisor. The Japan Sub-Advisor shall pay the salaries and fees of all personnel of the Japan Sub-Advisor performing the investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Sub-Advisor, the Japan Sub-Advisor shall provide investment advice and research services to the Sub-Advisor with respect to all or a portion of the investments of each Portfolio. In connection with providing such investment advice and research services, the Japan Sub-Advisor shall furnish to the Sub-Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Sub-Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Japan Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Japan Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Fund(s) to the extent required pursuant to the Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

2. Information to be Provided to the Funds and the Advisor: The Japan Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Funds, the Advisor and the Sub-Advisor as the Funds' Board of Directors, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the Japan Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Japan Sub-Advisor a sub-advisory fee (the "Japan Sub-Advisory Fee"). The Japan Sub-Advisory Fee shall be equal to the administrative costs incurred by the Japan Sub-Advisor in providing investment advice and research services hereunder. The Japan Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and Japan Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the Japan Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIJ Sub-Advisory Agreement") shall not be allocated any portion of the Japan Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIJ Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As other consideration, the Sub-Advisor shall provide the Japan Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Japan Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement, or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Directors, officers, and shareholders of the Funds are or may be or become interested in the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or become similarly interested in the Funds, and that the Sub-Advisor, the Advisor or the Japan Sub-Advisor may be or become interested in the Funds as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the Japan Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Japan Sub-Advisor's ability to meet all of its obligations hereunder. The Japan Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor, the Sub-Advisor or the Funds.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the Trust. Nothing in this Agreement makes the Japan Sub-Advisor an agent of the Advisor, Sub-Advisor or the Trust and the Japan Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1(b) herein, of the Advisor, Sub-Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Japan Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor, Sub-Advisor or the Trust. The Japan Sub-Advisor has no power or authority to act for, represent, or bind the Advisor, Sub-Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Funds or to any shareholder of the Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8 this Agreement shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Fund's Board of Directors or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the affected Fund(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Directors of the affected Fund(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Directors of the affected Fund(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Fund may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Fund or a Portfolio, without payment of any penalty, by action of the Board of Directors of the affected Fund or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Japan Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Limited Liability Company Agreement or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Japan Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Japan Sub-Advisor seek satisfaction of any such obligation from the Directors or any individual Director.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, all as of the date written above.

FIDELITY INVESTMENTS JAPAN LIMITED

BY:

/s/Christopher Quinlan

Christopher Quinlan

Chief Operating Officer

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang

Director

EX-99.77Q1 OTHR EXHB 3 q77q1_subadvisory1.htm SUB ADVISORY

AMENDED AND RESTATED MASTER INTERNATIONAL

RESEARCH AGREEMENT

between

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of August 2007 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").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

WHEREAS, the Sub-Advisor and its subsidiaries and other affiliated persons (including Fidelity International Investment Advisors (U.K.) Limited and Fidelity Investments Japan Limited) may provide investment advice and research services to Advisor pursuant to a number of individual agreements in respect of each Portfolio; and

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of such Portfolios under this Master International Research Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Advisor and the Sub-Advisor agree as follows:

1. Delegation of Duties: The Advisor hereby delegates to the Sub-Advisor, and the Sub-Advisor hereby accepts responsibility for performing such investment advice and research services with respect to all or a portion of the investments of each Portfolio as may be requested by the Advisor. The services and the portion of the investments of each Portfolio to be advised by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice and research services, particularly with respect issuers, companies, governments and economic conditions outside of the U.S. and Canada, to the Advisor on behalf of each Portfolio with respect to all or a portion of the investments of such Portfolio. In connection with providing such investment advice and research services, the Sub-Advisor shall furnish to the Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust or Trusts to the extent required pursuant to the Investment Company Act of 1940 Act ("1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to each Trust and the Advisor as the Trusts' Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement on behalf of each of the Portfolios listed on Schedule A and in full consideration of the services provided hereunder, the Advisor agrees to pay the Sub-Advisor and the Sub-Adviser agrees to receive an annual aggregate Sub-Advisory Fee of fifty million dollars ($50,000,000). The aggregate fee shall be allocated amongst each of the Portfolios listed on Schedule A, as it may be amended from time to time, based on their relative international net assets. The Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Advisor and the Sub-Advisor. Notwithstanding the foregoing; a Portfolio that is party to a sub-advisory agreement with the Advisor and the Sub-Adviser for the provision of either discretionary or non-discretionary services ("FMR/FIIA Sub-Advisory Agreement") shall not be allocated any portion of the aggregate Sub-Advisory Fee payable hereunder during any period in which such FMR/FIIA Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Advisor or the Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor and the Trust. Nothing in this Agreement makes the Sub-Advisor an agent of the Advisor or the Trust and the Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor or the Trust. The Sub-Advisor has no power or authority to act for, represent, or bind the Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trusts or to any shareholder of the Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8, this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of each Trust and agrees that any obligations of the Trusts or the Portfolios arising in connection with this Agreement shall be limited in all cases to the Trust or Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang
Director

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant
Vice President

EX-99.77Q1 OTHR EXHB 4 q77q1_bonyforsubcustodians.txt SUB CUSTODIAN Exhibit 77Q1 - Additional Items Because the electronic format for filing Form N-SAR does not provide adequate space for responding to Item 15, the registrant has included the complete list of foreign sub-custodians below. Item 15 CUSTODIAN: The Bank of New York Mellon Country Subcustodian Name Legacy BNY City Argentina Citibank Buenos Aires Buenos Aires Australia National Australia Bank Ltd (2007) Melbourne Victoria 3000 Austria UniCredit Bank Austria AG Vienna Austria Bahrain HSBC Manama (2001) Manama 304 Bahrain Bangladesh Standard Chartered Bank Dhaka Dhaka 1000 Bangladesh Belgium ING Belgium Brussels Belgium Benin Societe Generale de Banques de Banques en Cote dlvoire Plateau Abidjan Bermuda Butterfield Trust Bermuda Cote dIvoire Botswana Barclays Bank of Botswana Limited Gaborone Khama Crescent Gaborone Brazil Citibank N.A. Sao Paulo Sao Paulo Bulgaria ING Bank N.V. Sofia Burkina Faso Societe Generale de Banques en Cote dlvoire Plateau Abidjan Canada Canadian Imperial Bank of Commerce Toronto Cote dIvoire Caymen Islands The Bank of New York Mellon London Channel Islands The Bank of New York Mellon London Chile Banco de Chile Las Condes Santiago China A HSBC Bank (China) Company Limited Shanghai China B HSBC Bank (China) Company Limited Shanghai Colombia Cititrust Colombia S.A. Santa Fe de Bogota D.C. Croatia Privredna banka Zagreb 10000 Zagreb Costa Rica Banco BCT Edificio BCT Cyprus BNP Paribas Athens Czech Republic ING Bank N.V Prague Prague Denmark Danske Bank Copenhagen Ecuador Banco de la Produccion S.A Quito Egypt HSBC Maadi Cairo Estonia Hansabank LTD Tallinn Euroclear Euroclear Bank S.A Brussels Finland SEB Finland Helsinki France BNP Paribas Securities Services Paris CASEIS Bank Paris Germany BHF Bank Akfiengesellschaft Offenbach am Main Ghana Barclays Bank of Ghana Limited Accra Accra Greece BNP Paribas Securities Services Athens Guinea Bissau Societe Generale de Banques Plateau Abidjan Hong Kong HSBC Hong Kong Kowloon Hungary ING Bank Hungary Budapest Iceland Landsbanki Islands Reykjavik India Deutsche Bank AG Mumbai HSBC Mumbai Indonesia HSBC Jakarta Jakarta Ireland The Bank of New York Mellon London Branch Manchester Israel Bank Hapoalim B.M Tel Aviv 61000 Israel Italy Intesa Sanpaolo S.p.A 20152 Milan Ivory Coast Societe Generale de Banques Plateau Abidjan Japan BTMU Mizuho Corporate Bank Tokyo Jordan HSBC Amman Amman Kazakhstan HSBC Kazakhstan Almaty Kenya Barclays Bank of Kenya Limited Nairobi Nairobi Kuwait HSBC Middle East Ltd Safat Latvia Hansabank Limited Riga Lebanon HSBC Beirut Beirut Lithuania SEB Bankas Vilnius Luxembourg Banque et Caisse dEpargne de lEtat Luxembourg Malaysia HSBC Malaysia Kuala Lumpur Mali Societe Generale de Banques Plateau Abidjan Malta HSBC Bank Malta Valletta Mauritius HSBC Port Louis 18 Cybercity Ebene Mexico Banco Nacional De Mexico Mexico City Morocco Citibank Maghreb Casablanca Namibia Standard Bank Namibia LTD Windhoek The Netherlands BNY Mellon Asset Servicing B.V Manchester New Zealand National Australia Bank Ltd Auckland Niger Societe Generale de Banques en Cote dlvoire Plateau Abidjan Nigeria IBCT Chartered Bank PLC Victoria Island Lagos Norway DnB Nor Bank ASA Oslo Oman HSBC Sultanate of Oman Pakistan Deutsche Bank AG Karachi Karachi Palestinian Autonomous Area HSBC Ramallah West Bank Panama HSBC Panama City Peru Citibank del Peru Lima Lima The Philippines HSBC Manila Makati City Poland ING Bank Slaski Warsaw Portugal Banco Comercial Portugues S.A. Lisbon 2744-002 Porto Salvo Qatar HSBC Middle East Ltd Doha Romania ING Bank Bucharest Bucharest Russia ING Bank Moscow Saudi Arabia HSBC Riyadh Senegal Societe Generale de Banques en Cote dlvoire Plateau Abidjan Serbia UniCredit Bank Austria AG Belgrade Singapore United Overseas Bank Limited Development Bank of Singapore Singapore Slovakia ING Bank N.V. Bratislava Slovenia Unicredit Banka Slovenia Ljubljana South Africa Standard Bank of South Africa Johannesburg South Korea HSBC Seoul Spain Banco Bilboa Vizcaya Argentaria Santander Madrid Sri Lanka HSBC Colombo Swaziland Standard Bank Swaziland Limited Mbabane Sweden Skandinaviska Enskilda Banken Stockholm SE-106 40 Stockholm Switzerland Credit Suisse Zurich 8070 Zurich Taiwan HSBC Taipei Thailand HSBCBangkok Bank Public Company Ltd Bangkok Togo Societe Generale de Banques en Cote dlvoire Plateau Abidjan Trinidad and Tobago Republic Bank Limited Port of Spain Trinidad & Tobago Tunisia Banque Internationale Arabe de Tunisie Tunis Tunis Turkey Deutche Bank A.S Istanbul Uganda Barclays Bank of Uganda Kampala Kampala Ukraine ING Bank Ukraine Kyiv United Arab Emirates HSBC Dubai Dubai United Kingdom The Bank of New York Mellon London Branch Manchester United States The Bank of New York Mellon New York Uruguay Banco Itau Uruguay S.A. Montevideo Venezuela Citibank N.A. Caracas Caracas Vietnam HSBC Ho Chi Minh City Zambia Barclays Bank of Zambia Limited Lusaka Lusaka Zimbabwe Barclays Bank of Zimbabwe Limited Harare Harare
EX-99.77B ACCT LTTR 5 q77b_dtauditletter.htm AUDIT LETTER REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3:

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of Fidelity Advisor Series II and Shareholders of Fidelity Advisor Strategic Income Fund:

In planning and performing our audit of the financial statements of Fidelity Advisor Strategic Income Fund (the "Fund"), a fund of Fidelity Advisor Series II, as of and for the period ended December 31, 2008, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered its internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A funds internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund's annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness, as defined above, as of December 31, 2008.

This report is intended solely for the information and use of management, the Trustees of Fidelity Advisor Series II including Fidelity Advisor Strategic Income Fund, and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties.

 

Boston, Massachusetts

February 25, 2009

 

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