0000927384-15-000057 Sample Contracts

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
Sub-Advisory Agreement • August 27th, 2015 • Variable Insurance Products Iii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of April 2015, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and FMR Investment Management (U.K.) Limited (hereinafter called the "Sub-Advisor").

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Agreement and Plan of Reorganization of Growth Strategies Portfolio
Agreement and Plan of Reorganization • August 27th, 2015 • Variable Insurance Products Iii • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of January 20, 2015, by and between Variable Insurance Products Fund III, a Massachusetts business trust, on behalf of its series Growth Strategies Portfolio (the Acquired Fund) and Mid Cap Portfolio (the Acquiring Fund). Variable Insurance Products Fund III may be referred to herein as the "Trust." The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the "Funds" or each individually as the "Fund."

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