Exhibit e(2)
FORM OF
AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
Effective July 15, 1996, Section 1 entitled "Sale of Shares" shall be
amended to read as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
On Behalf of Fidelity Real Estate High Income Fund II:
[Signature lines omitted.]
FIDELITY DISTRIBUTORS CORPORATION:
[Signature lines omitted.]
