VARIABLE INSURANCE PRODUCTS FUND V:
INVESTOR FREEDOM 2005 PORTFOLIO
STRATEGIC ADVISERS, INC.
AGREEMENT made this day of , 200 by and between Variable Insurance Products Fund V, a
Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Investor Freedom 2005 Portfolio, a series of the Issuer, (hereinafter called the "Portfolio"), and
Strategic Advisers, Inc., 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 Company Act of 1940 and rules thereunder, as
amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing
to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers
of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the Portfolio, to allocate the Portfolio's assets among the
various underlying Fidelity funds in which the Portfolio may invest and to otherwise buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio as permitted under the
Portfolio's investment policies. The Adviser shall from time to time make recommendations to the Fund's Board of
Trustees with respect to the Portfolio's investment policies provided that the investment policies and all other actions of
the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the performance by its
affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its
organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications,
including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records;
(vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the development of and developing and implementing, if
appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an
The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board
of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall, subject to
review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser undertakes to pay, either itself or through an affiliated company, all expenses
involved in the operation of the Portfolio, except the following, which shall be paid by the Portfolio: (i) taxes; (ii) the
fees and expenses of all Trustees of the Fund who are not "interested persons" of the Fund or of the Adviser; (iii)
brokerage fees and commissions; (iv) redemption fees and other shareholder charges associated with investments in other
mutual funds; (v) interest expenses with respect to borrowings by the Portfolio; and (vi) such non-recurring and
extraordinary expenses as may arise, including actions, suits or proceedings to which the Portfolio is or is threatened to
be a party and the legal obligation that the Portfolio may have to indemnify the Fund's Trustees and officers with respect
thereto. It is understood that service charges billed directly to shareholders of the Portfolio, including charges for
exchanges, redemptions, sub-accounting or other services, shall not be payable by the Adviser, but may be received and
retained by the Adviser or its affiliates.
(d) The Adviser, either itself or through an affiliated company or through the Portfolio's custodian,
shall place all orders for the purchase and sale of Fidelity mutual fund shares for the Portfolio's account with such
underlying funds' transfer agents. With respect to portfolio securities other than Fidelity mutual fund shares, the Adviser,
either itself or through an affiliated company, shall place all purchase and sale orders for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser
shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at
commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a
broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation
to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed
in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the
2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become
interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are
or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a
shareholder or otherwise.
3. The Portfolio shall not pay the Adviser a fee for the services rendered hereunder.
4. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be
subject to liability to the Portfolio or to any shareholder of the Portfolio 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 or other investment instrument.
5. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract
shall continue in force until July 31, 2008 and indefinitely thereafter, but only so long as the continuance after such date
shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 5, the terms of
any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of
the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other,
terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may
be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
6. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the
Fund's Trust Instrument or other organizational documents and agrees that the obligations assumed by the Fund pursuant
to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The
Adviser understands that the rights and obligations of any Portfolio under the Trust Instrument or other organizational
documents are separate and distinct from those of any and all other Portfolios.
7. 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 "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, and
subject to such orders as may be granted by the Commission.
IN WITNESS WHEREOF the parties 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.
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