0000823535-07-000002 Sample Contracts

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTOR FREEDOM INCOME PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Income 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.

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF STRATEGIC INCOME PORTFOLIO (June 28th, 2007)

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 International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Strategic Income Portfolio (hereinafter called the "Portfolio").

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF ASSET MANAGER PORTFOLIO (June 28th, 2007)

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 "Adviser"); Fidelity Management & Research (Far East) Inc. (hereinafter called the "Sub-Adviser"); and Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Asset Manager Portfolio (hereinafter called the "Portfolio").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTOR FREEDOM 2005 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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.

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTOR FREEDOM 2030 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 2030 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.

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Strategic Income Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTOR FREEDOM 2025 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 2025 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.

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V INVESTMENT GRADE BOND PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made as of 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 Investment Grade Bond Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM INCOME PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom Income 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.

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Investor Freedom Income Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM 2005 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 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.

Variable Insurance Products Fund VFORM OF ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT dated as of this day of , 200 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made this day of , 200 , by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (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").

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND V ON BEHALF OF STRATEGIC INCOME PORTFOLIO (June 28th, 2007)

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 Variable Insurance Products Fund V, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Strategic Income Portfolio (hereinafter called the "Portfolio").

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Investment Grade Bond Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTOR FREEDOM 2010 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 2010 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.

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Asset Manager Growth Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS (June 28th, 2007)

AGREEMENT made this day of , 200 , 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 105-6019 (hereinafter called the "Japan Sub-Advisor").

Variable Insurance Products Fund VFORM OF ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT dated as of this day of , 200 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

Variable Insurance Products Fund VFORM OF ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT dated as of this day of , 200 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 FundsManager 20% Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Asset Manager Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM LIFETIME INCOME III PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom Lifetime Income III 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.

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM 2010 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom 2010 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.

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made this day of , 200 , by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (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").

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Investor Freedom 2030 Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF ADMINISTRATION AGREEMENT between STRATEGIC ADVISERS, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT dated as of this day of , 200 between Strategic Advisers, Inc., a Massachusetts corporation (the "Adviser"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Administrator").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM 2015 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom 2015 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.

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made this day of , 200 , by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (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").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM 2020 PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom 2020 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.

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Freedom Lifetime Income I Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM LIFETIME INCOME I PORTFOLIO and STRATEGIC ADVISERS, INC. (June 28th, 2007)

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 Freedom Lifetime Income I 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.

Variable Insurance Products Fund VFORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V ASSET MANAGER: GROWTH PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made as of 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 Asset Manager: Growth Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Variable Insurance Products Fund VFORM OF SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY (June 28th, 2007)

AGREEMENT made this day of , 200 , by and between Fidelity Investments Money Managment, Inc., a New Hampshire corporation with principal offices at 1 Spartan Way, Merrimack, New Hampshire (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").

Variable Insurance Products Fund VFORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION (June 28th, 2007)

Agreement made this day of , 200 , between Variable Insurance Products Fund V, 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 Investor Freedom 2025 Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").