0000315700-02-000008 Sample Contracts

MANAGEMENT CONTRACT BETWEEN FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR TECHNOLOGY FUND AND FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of October 2001, by and between Fidelity Advisor Series VII, Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Advisor Technology Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY ADVISOR SERIES VII ON BEHALF OF FIDELITY ADVISOR NATURAL RESOURCES FUND
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT made this 1st day of October, 2001, 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 Fidelity Advisor Series VII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Natural Resources Fund (hereinafter called the "Portfolio").

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FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT made this___day of______, 200_, 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").

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Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY ADVISOR SERIES VII ON BEHALF OF FIDELITY ADVISOR REAL ESTATE FUND
Fidelity Advisor Series Vii • June 11th, 2002 • 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 (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Advisor Series VII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Real Estate Fund (hereinafter called the "Portfolio").

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FORM OF GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES VII and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

Agreement made this ___ day of , 200 , between Fidelity Advisor Series VII, 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 Fidelity Advisor Real Estate Fund, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

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FORM OF FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • New York

AGREEMENT dated as of ________, among CHEMICAL BANK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), GREENWICH CAPITAL MARKETS, INC. ("Seller") and each of the entities listed on Schedule 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").

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CUSTODIAN AGREEMENT Dated as of: ___________ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and MELLON BANK, NA
Custodian Agreement • June 11th, 2002 • Fidelity Advisor Series Vii

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").

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FORM OF JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Custody Agreement • June 11th, 2002 • Fidelity Advisor Series Vii

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").

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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY ADVISOR SERIES VII ON BEHALF OF FIDELITY ADVISOR TELECOMMUNICATIONS AND UTILITIES GROWTH FUND
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT made this 1st day of October, 2001, 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 Fidelity Advisor Series VII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Telecommunications and Utilities Growth Fund (hereinafter called the "Portfolio").

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FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT made this ___ day of _____, 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").

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Trusts and Portfolios covered by the Sub-Advisory Agreement, dated as of ____________ between Fidelity Management & Research (Far East), Inc. and Fidelity Investments Japan Limited
Fidelity Advisor Series Vii • June 11th, 2002
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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and FIDELITY ADVISOR SERIES VII ON BEHALF OF FIDELITY ADVISOR NATURAL RESOURCES FUND
Sub-Advisory Agreement • June 11th, 2002 • Fidelity Advisor Series Vii • Massachusetts

AGREEMENT made this 1st day of October, 2001, 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 Fidelity Advisor Series VII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Natural Resources Fund (hereinafter called the "Portfolio").

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FORM OF FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Fidelity Advisor Series Vii • June 11th, 2002

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of _______, by and between THE BANK OF NEW YORK ("Custodian") and each of the entities listed on SchedulesA-1, A-2, A-3 and A-4 hereto 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 SchedulesA-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").

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