0001379491-20-001293 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II: TOTAL MARKET INDEX PORTFOLIO and
Management Contract • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between 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 Total Market Index Portfolio (hereinafter called the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

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AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND II and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Variable Insurance Products Fund II, 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 International Capital Appreciation Portfolio, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Variable Insurance Products Fund II, a Massachusetts business trust (the “Trust”), on behalf of Total Market Index Portfolio, a series portfolio of the Trust (the “Fund”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and GEODE CAPITAL MANAGEMENT, LLC and
Sub-Advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, among Variable Insurance Products Fund II, a Massachusetts business trust (the “Trust”), on behalf of Index 500 Portfolio, a series portfolio of the Trust (the “Portfolio”), Fidelity Management & Research Company LLC, a Delaware limited liability company (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II: EMERGING MARKETS PORTFOLIO and
Management Contract • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Emerging Markets Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIO and
Management Contract • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Index 500 Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENTS (JAPAN) LIMITED and
Sub-Advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020 , by and between FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM19, Bermuda (hereinafter called the “Sub–Advisor”), and FIL Investments (Japan) Limited, a Japanese company with principal offices at Tri-Seven Roppongi, 7-7-7 Roppongi, Minato-ku, Tokyo, Japan 106-0032, Japan (hereinafter called the “Japan Sub–Advisor”).

AMENDED and RESTATED SUB–ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and VARIABLE INSURANCE PRODUCTS FUND II ON BEHALF OF INTERNATIONAL CAPITAL APPRECIATION PORTFOLIO
Sub–advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”); FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda (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 International Capital Appreciation Portfolio (hereinafter called the “Portfolio”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and
Sub-Advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom (hereinafter called the “UK Sub-Advisor”) and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda (hereinafter called the “Sub-Advisor”).

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II INTERNATIONAL INDEX PORTFOLIO: SERVICE CLASS 2 and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Variable Insurance Products Fund Ii • April 20th, 2020

This AMENDED and RESTATED 42 Basis Point Expense Contract, dated as of January 1, 2020, (the “Agreement”), is made and entered into by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of International Index Portfolio (the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the “Manager”).

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II EXTENDED MARKET INDEX PORTFOLIO: INITIAL CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Variable Insurance Products Fund Ii • April 20th, 2020

This AMENDED and RESTATED 13 Basis Point Expense Contract, dated as of January 1, 2020, (the “Agreement”), is made and entered into by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of Extended Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the “Manager”).

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II EXTENDED MARKET INDEX PORTFOLIO: SERVICE CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Variable Insurance Products Fund Ii • April 20th, 2020

This AMENDED and RESTATED 23 Basis Point Expense Contract, dated as of January 1, 2020, (the “Agreement”), is made and entered into by and between Variable Insurance Products II Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of Extended Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the “Manager”).

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II INTERNATIONAL INDEX PORTFOLIO: INITIAL CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Expense Contract • April 20th, 2020 • Variable Insurance Products Fund Ii

This AMENDED and RESTATED 17 Basis Point Expense Contract, dated as of January 1, 2020, (the “Agreement”), is made and entered into by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of International Index Portfolio (the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the “Manager”).

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II INDEX 500 PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Expense Contract • April 20th, 2020 • Variable Insurance Products Fund Ii

This AMENDED and RESTATED 10 Basis Point Expense Contract, dated as of January 1, 2020, (the "Agreement"), is made and entered into by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Index 500 Portfolio (the "Fund"), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the "Manager").

AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • April 20th, 2020 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Disciplined Small Cap Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

AMENDED and RESTATED between VARIABLE INSURANCE PRODUCTS FUND II INTERNATIONAL INDEX PORTFOLIO: SERVICE CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Expense Contract • April 20th, 2020 • Variable Insurance Products Fund Ii

This AMENDED and RESTATED 27 Basis Point Expense Contract, dated as of January 1, 2020, (the “Agreement”), is made and entered into by and between Variable Insurance Products II Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the “Trust”), on behalf of International Index Portfolio (the “Fund”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (the “Manager”).

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