0000831016-05-000029 Sample Contracts

CUSTODIAN AGREEMENT Dated as of _______ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Northern Trust Company
Custodian Agreement • December 22nd, 2005 • Variable Insurance Products Fund Ii

AGREEMENT made as of the ___ day of ________, 200_ 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 The Northern Trust Company (the "Custodian").

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Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and VARIABLE INSURANCE PRODUCTS FUND II ON BEHALF OF DISCIPLINED SMALL CAP PORTFOLIO
Variable Insurance Products Fund Ii • December 22nd, 2005 • Massachusetts

This Agreement is entered into as of the ___ day of _________, 2005, among Variable Insurance Products Fund II, a Massachusetts business trust (the "Trust"), on behalf of Disciplined Small Cap Portfolio, a series portfolio of the Trust (the "Portfolio"), Fidelity Management & Research Company, a Massachusetts corporation ("Manager"), and Geode Capital Management, LLC, a Delaware limited liability company ("Subadviser").

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