AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III: GROWTH & INCOME PORTFOLIO andManagement Contract • April 20th, 2020 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Growth & Income Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FMR INVESTMENT MANAGEMENT (U.K.) LIMITEDSub-Advisory Agreement • August 27th, 2015 • Variable Insurance Products Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of April 2015, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and FMR Investment Management (U.K.) Limited (hereinafter called the "Sub-Advisor").
SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANYSub-Advisory Agreement • August 28th, 2001 • Variable Insurance Products Iii • Massachusetts
AGREEMENT made this 1st day of January, 2001 , 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").
AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS CORPORATIONGeneral Distribution Agreement • April 27th, 2007 • Variable Insurance Products Iii • Massachusetts
Agreement made this 1st day of May, 2006, between Variable Insurance Products Fund III, 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 Balanced Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").
AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS COMPANY LLCGeneral Distribution Agreement • April 20th, 2020 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Variable Insurance Products Fund III, 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 Dynamic Capital Appreciation Portfolio, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).
Exhibit g(17) FORM OF CUSTODIAN AGREEMENT Dated as of: __________ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and State Street Bank and Trust CompanyVariable Insurance Products Iii • June 30th, 2000
SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANYSub-Advisory Agreement • August 23rd, 2002 • Variable Insurance Products Iii • Massachusetts
AGREEMENT made this 14th day of February, 2002, 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").
RESEARCH AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC. AND FIDELITY INVESTMENTS JAPAN LIMITED AGREEMENT made this 1st day of January, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation...Research Agreement • August 31st, 2000 • Variable Insurance Products Iii • Massachusetts
Exhibit d(32) FORM OF SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. AND VARIABLE INSURANCE PRODUCTS FUND III ON BEHALF OF EUROPE CAPITAL APPRECIATION PORTFOLIO AGREEMENT made this...Variable Insurance Products Iii • June 30th, 2000 • Massachusetts
FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and VARIABLE INSURANCE PRODUCTS FUND III ON BEHALF OF VALUE STRATEGIES PORTFOLIOVariable Insurance Products Iii • November 13th, 2001 • 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 Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Value Strategies Portfolio (hereinafter called the "Portfolio").
RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITEDResearch Agreement • February 27th, 2001 • Variable Insurance Products Iii • Massachusetts
AGREEMENT made this 16th day of November, 2000, 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").
GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS CORPORATIONGeneral Distribution Agreement • April 29th, 2002 • Variable Insurance Products Iii • Massachusetts
Agreement made this 14th day of February, 2002, between Variable Insurance Products Fund III, 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 Value Strategies Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").
FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNTRepo Custodian Agreement • November 13th, 2001 • Variable Insurance Products Iii • New York
AGREEMENT dated as of ______, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").
Exhibit 5(i) SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. AND VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF GROWTH & INCOME PORTFOLIO AGREEMENT made this 1st day of January,...Sub-Advisory Agreement • October 30th, 1997 • Variable Insurance Products Iii • Massachusetts
Exhibit 5(i) SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. AND VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF GROWTH & INCOME PORTFOLIO AGREEMENT made this 1st day of January, 1997, 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 Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Growth & Income Portfolio (hereinafter called the "Portfolio"). WHEREAS the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the Advisor is to act as investment manager of the Portfolio; and WHEREAS the Sub-Advisor and its
FORM OF CUSTODIAN AGREEMENT Dated as of: _________ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and MELLON BANK, NACustodian Agreement • November 13th, 2001 • Variable Insurance Products Iii
AGREEMENT made as of the ___ day of _____, ____ between each of the Investment Companies Listed on Appendix "A" hereto, as the same may be amended from time to time, (each a "Fund" and collectively the "Funds") and Mellon Bank, N.A. (the "Custodian").
AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III: DYNAMIC CAPITAL APPRECIATION PORTFOLIO andManagement Contract • April 20th, 2020 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Dynamic Capital Appreciation Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.
FORM OF SERVICE CONTRACTVariable Insurance Products Iii • April 19th, 2013
We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the funds noted above (the "Funds") of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the "Act") and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).
Exhibit d(29) FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this __ day of ___, 200_ , by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire...Variable Insurance Products Iii • June 30th, 2000 • Massachusetts
AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III: GROWTH OPPORTUNITIES PORTFOLIO andManagement Contract • April 20th, 2020 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Growth Opportunities Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.
Exhibit 5(r) SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. AND VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF GROWTH & INCOME PORTFOLIO AGREEMENT made this 1st day of January,...Variable Insurance Products Iii • July 31st, 1997 • Massachusetts
Exhibit 5(r) SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. AND VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF GROWTH & INCOME PORTFOLIO AGREEMENT made this 1st day of January, 1996, 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 Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Growth & Income Portfolio (hereinafter called the "Portfolio"). WHEREAS the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the Advisor is to act as investment manager of the Portfolio; and WHEREAS the Sub-Advisor and its
FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________Custody Agreement • November 13th, 2001 • Variable Insurance Products Iii
AGREEMENT dated as of ___________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").
FORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS CORPORATIONGeneral Distribution Agreement • November 13th, 2001 • Variable Insurance Products Iii • Massachusetts
Agreement made this __ day of _____, 200_, between Variable Insurance Products Fund III, 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 Value Strategies Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").
MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III: BALANCED PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANYManagement Contract • April 18th, 2018 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Balanced Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.
AMENDED AND RESTATED SUB-RESEARCH AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORSSub-Research Agreement • March 2nd, 2009 • Variable Insurance Products Iii • Massachusetts
AGREEMENT as of 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 Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").
Exhibit d(49) FORM OF RESEARCH AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH (FAR EAST), INC. AND FIDELITY INVESTMENTS JAPAN LIMITED AGREEMENT made this __ day of ____, 200_, by and between Fidelity Management & Research (Far East), Inc., a...Variable Insurance Products Iii • June 30th, 2000 • Massachusetts
FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITEDSub-Advisory Agreement • November 13th, 2001 • Variable Insurance Products Iii • Massachusetts
AGREEMENT made this 1st day of August, 2001, 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").
Trusts and Portfolios covered by the Sub-Advisory Agreement, dated as of August 1, 2001, between Fidelity Management & Research (Far East), Inc. and Fidelity Investments Japan LimitedVariable Insurance Products Iii • August 23rd, 2002
Exhibit e(9) FORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS CORPORATION Agreement made this __ day of ____, 200_, between Variable Insurance Products Fund III, a Massachusetts business...General Distribution Agreement • June 30th, 2000 • Variable Insurance Products Iii • Massachusetts
Exhibit (d)(10) MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III MID CAP PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT MADE as of this 19 day of November 1998, by and between Variable Insurance Products Fund III, a...Management Contract • February 9th, 1999 • Variable Insurance Products Iii • Massachusetts
Exhibit 5(j) FORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III MID CAP PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT MADE as of this __ day of December 1998, by and between Variable Insurance Products Fund III,...Variable Insurance Products Iii • September 29th, 1998
Exhibit 5(j) FORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III MID CAP PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT MADE as of this __ day of December 1998, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Mid Cap Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below. 1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment
Agreement and Plan of Reorganization of Growth Strategies PortfolioAgreement and Plan of Reorganization • August 27th, 2015 • Variable Insurance Products Iii • Massachusetts
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of January 20, 2015, by and between Variable Insurance Products Fund III, a Massachusetts business trust, on behalf of its series Growth Strategies Portfolio (the Acquired Fund) and Mid Cap Portfolio (the Acquiring Fund). Variable Insurance Products Fund III may be referred to herein as the "Trust." The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the "Funds" or each individually as the "Fund."
AMENDED AND RESTATED MANAGEMENT CONTRACT WITH FIDELITY MANAGEMENT & RESEARCH COMPANY LLC, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC AND FIDELITY SERVICE COMPANY, INC.Management Contract • April 19th, 2024 • Variable Insurance Products Fund Iii
This CONTRACT AMENDED and RESTATED as of this 1st day of March, 2024 (this “Contract”), by and among Fidelity Management & Research Company LLC, a Delaware limited liability company (“FMR” or the “Adviser”), with respect to the services described in Section I, Fidelity Investments Institutional Operations Company LLC, a Massachusetts limited liability company (“FIIOC” or the “Transfer Agent”), with respect to the services described in Section II, Fidelity Service Company, Inc., a Massachusetts corporation (“FSC”), with respect to the services described in Section III, and Variable Insurance Products Fund III, a Massachusetts business trust (the “Trust”), which may issue one or more series of shares of beneficial interest, on behalf of Mid Cap Portfolio (the “Fund”).
Exhibit 5(l) SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. and variable insurance products fund iiI on behalf of MID CAP PORTFOLIO AGREEMENT made this __ day of December 1998,...Variable Insurance Products Iii • September 29th, 1998 • Massachusetts
Exhibit 5(l) SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. and variable insurance products fund iiI on behalf of MID CAP PORTFOLIO AGREEMENT made this __ day of December 1998, 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 Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Mid Cap Portfolio (hereinafter called the "Portfolio"). WHEREAS the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the Advisor is to act as investment manager of the Portfolio; and WHEREAS the Sub-Advisor and its subsidiaries
Exhibit g(9) Form of FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT AGREEMENT dated as of ______, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN...Variable Insurance Products Iii • April 28th, 2000 • New York
MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND III DYNAMIC CAPITAL APPRECIATION PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANYManagement Contract • April 18th, 2018 • Variable Insurance Products Fund Iii • Massachusetts
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Dynamic Capital Appreciation Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.
