FORM OF
SERVICE CONTRACT
With Respect to Initial Class Shares of:
( ) Variable Insurance Products Fund - High Income Portfolio
( ) Variable Insurance Products Fund - Equity-Income Portfolio
( ) Variable Insurance Products Fund - Growth Portfolio
( ) Variable Insurance Products Fund - Overseas Portfolio
( ) Variable Insurance Products Fund II - Investment Grade Bond
Portfolio
( ) Variable Insurance Products Fund II - Asset Manager Portfolio
( ) Variable Insurance Products Fund II - Contrafund Portfolio
( ) Variable Insurance Products Fund II - Asset Manager: Growth
Portfolio
( ) Variable Insurance Products Fund III - Growth Opportunities
Portfolio
( ) Variable Insurance Products Fund III - Balanced Portfolio
( ) Variable Insurance Products Fund III - Growth & Income Portfolio
To Fidelity Distributors Corporation:
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).
THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:
1. We shall provide distribution and certain shareholder services for
our clients who own or are considering the purchase of variable
annuity contracts or variable life insurance policies for which shares
of the Funds are available as underlying investment options ("Variable
Products"), which services may include, without limitation, answering
questions about the Funds from owners of Variable Products; receiving
and answering correspondence (including requests for prospectuses and
statements of additional information for the Funds); performing
subaccounting with respect to Variable Products' values allocated to
the Funds; preparing, printing and distributing reports of values to
owners of Variable Products who have contract values allocated to the
Funds; printing and distributing prospectuses, statements of
additional information, any supplements to prospectuses and statements
of additional information, and shareholder reports; preparing,
printing and distributing marketing materials for Variable Products;
assisting customers in completing applications for Variable Products
and selecting underlying mutual fund investment options; preparing,
printing and distributing subaccount performance figures for
subaccounts investing in Fund shares; and providing other reasonable
assistance in connection with the distribution of Fund shares to
insurers.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for us to
provide information and services to existing and prospective owners of
Variable Products, and to assist you in providing services with
respect to Variable Products.
3. We agree to indemnify and hold you, the Funds, and the Funds'
advisers and transfer agent harmless from any and all direct or
indirect liabilities or losses resulting from requests, directions,
actions or inactions, of or by us or our officers, employees or agents
regarding the purchase, redemption, transfer or registration of Fund
shares that underlie Variable Products of our clients. Such
indemnification shall survive the termination of this Contract.
Neither we nor any of our officers, employees or agents are
authorized to make any representation concerning Fund shares except
those contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be
amended or supplemented from time to time, or in reports or proxy
statements for the Fund, or in sales literature or other promotional
material approved by the Fund or its designee or by you, except with
the permission of the Fund or you or the designee of either.
4. In consideration of the services and facilities described herein,
we shall be entitled to receive, and you shall pay or cause to be paid
to us, fees at an annual rate as set forth on the accompanying fee
schedule. We understand that the payment of such fees has been
authorized pursuant to, and shall be paid in accordance with, a
Distribution and Service Plan approved by the Board of Trustees of the
applicable Fund, by those Trustees who are not "interested persons" of
the Fund (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Distribution and
Service Plan or in any agreements related to the Distribution and
Service Plan ("Qualified Trustees"), and by shareholders of such
class; and that such fees are subject to change during the term of
this Contract and shall be paid only so long as this Contract is in
effect. We also understand and agree that, notwithstanding anything
to the contrary, if at any time payment of all such fees would, in
your reasonable determination, conflict with the limitations on sales
or service charges set forth in Section 2830(d) of the NASD Conduct
Rules, then such fees shall not be paid; provided that in such event
each Fund's Board of Trustees may, but is not required to, establish
procedures to pay such fees, or a portion thereof, in such manner and
amount as they shall deem appropriate.
5. We agree to conduct our activities in accordance with any
applicable federal or state laws and regulations, including securities
laws and any obligation thereunder to disclose to our clients the
receipt of fees in connection with their investment in Variable
Products.
6. This Contract shall continue in force for one year from the
effective date (see below), and thereafter shall continue
automatically for successive annual periods, provided such continuance
is specifically subject to termination without penalty at any time if
a majority of each Fund's Qualified Trustees or a majority of the
outstanding voting securities (as defined in the 1940 Act) of the
applicable class vote to terminate or not to continue the Distribution
and Service Plan. Either of us also may cancel this Contract without
penalty upon telephonic or written notice to the other; and upon
telephonic or written notice to us, you may also amend or change any
provision of this Contract. This Contract will also terminate
automatically in the event of its assignment (as defined in the 1940
Act).
7. All communications to you shall be sent to you at your offices, 00
Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. Any notice to us shall be duly
given if mailed or telegraphed to us at the address shown in this
Contract.
8. This Contract shall be construed in accordance with the laws of
the Commonwealth of Massachusetts.
Very truly yours,
____________________________________________________
Name of Qualified Recipient (Please Print or Type)
____________________________________________________
Street
____________________________________________________
City State Zip Code
Date: ______________________________
FIDELITY DISTRIBUTORS CORPORATION
By: ______________________________________
Xxxxxx X. Xxxxxx
NOTE: Please return TWO signed copies of this Service Contract to
Fidelity Distributors Corporation. Upon acceptance, one countersigned
copy will be returned to you.
FOR INTERNAL USE ONLY:
EFFECTIVE DATE: ___________________
FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
(1) Those who have signed the Service Contract and who render
distribution, administrative support and recordkeeping services as
described in paragraph 1 of the Service Contract will hereafter be
referred to as "Qualified Recipients."
(2) A Qualified Recipient providing services pursuant to the Service
Contract will be paid a quarterly fee at an annualized rate of six (6)
basis points of the average aggregate net assets of its clients
invested in Initial Class shares of the Funds listed above. In order
to be assured of receiving full payment under this paragraph (2) for a
given calendar quarter, a Qualified Recipient must have insurance
company clients with a minimum of $100 million of average net assets
in the aggregate in the Funds listed below. For any calendar quarter
during which assets in these Funds are in the aggregate less than $100
million, the amount of qualifying assets may be considered to be zero
for the purpose of computing the payments due under this paragraph
(2), and the payments under this paragraph (2) may be reduced or
eliminated.
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
(3) The fees paid to each Qualified Recipient will be calculated and
paid quarterly. Checks will be mailed to each Qualified Recipient by
the 30th of the following month.
