0000831016-01-500020 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. AND VARIABLE INSURANCE PRODUCTS FUND II ON BEHALF OF CONTRAFUND PORTFOLIO
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT made this 1st day of April, 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 Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Contrafund Portfolio (hereinafter called the "Portfolio").

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Amendment to the Custodian Agreement dated November 5,1997 between Each of the Investment Companies Listed on Appendix "A" Attached Thereto and Bankers Trust Company (the "Custodian Agreement")
Custodian Agreement • April 27th, 2001 • Variable Insurance Products Fund Ii

WHEREAS, the Custodian will provide custody services for shares of certain open-end investment companies to the Investment Companies Listed on Appendix "A" Attached to the Custodian Agreement;

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