Variable Insurance Products Fund V Sample Contracts

GENERAL DISTRIBUTION AGREEMENT
General Distribution Agreement • April 6th, 2023 • Variable Insurance Products Fund V

AGREEMENT made this 17th day of November, 2022, 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 30% 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”).

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AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: ASSET MANAGER: GROWTH PORTFOLIO and
Management Contract • April 20th, 2020 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Japan), INC.
Sub-Advisory Agreement • January 13th, 2010 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Advisor").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (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").

MANAGEMENT CONTRACT
Management Contract • April 6th, 2023 • Variable Insurance Products Fund V

AGREEMENT made this 17th day of November, 2022, 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 “Trust”), on behalf of FundsManager 40% 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.

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 9th, 2010 • Variable Insurance Products Fund V • Massachusetts

Agreement made this 19th day of March, 2009, 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 2040 Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FUNDSMANAGER 60% PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • November 25th, 2022 • Variable Insurance Products Fund V

AGREEMENT AMENDED and RESTATED as of this 1st day of June, 2022, 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 FundsManager 60% Portfolio, a series of the Fund, (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 GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • April 20th, 2020 • Variable Insurance Products Fund V • Massachusetts

Agreement AMENDED and RESTATED as of this 1st day of January, 2020, 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 2060 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 ADMINISTRATION AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Administration Agreement • April 19th, 2016 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2015, between FMR Co., Inc., a Massachusetts corporation (the “Adviser”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Administrator”).

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 29th day of June, 2007, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (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").

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V ASSET MANAGER PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Variable Insurance Products Fund V • April 21st, 2014 • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2013, 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 Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT as of the 29th day of June, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND V and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 9th, 2010 • Variable Insurance Products Fund V • Massachusetts

Agreement made this 19th day of March, 2009, 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 2035 Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • September 21st, 2000 • Fidelity Boston Street Trust • Massachusetts

AGREEMENT made this 1st day of January, 2000, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • January 20th, 2009 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT as of the 29th day of June, 2007, 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").

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • January 25th, 2019 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 18th day of January, 2018, by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

AMENDED AND RESTATED MANAGEMENT CONTRACT WITH FIDELITY MANAGEMENT & RESEARCH COMPANY LLC, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC AND FIDELITY SERVICE COMPANY, INC.
Management Contract • March 29th, 2024 • Variable Insurance Products Fund V

This CONTRACT AMENDED and RESTATED as of this 1st day of March, 2024 (this “Contract”), by and among Fidelity Management & Research Company LLC, a Delaware limited liability company (“FMR” or the “Adviser”), with respect to the services described in Section I, Fidelity Investments Institutional Operations Company LLC, a Massachusetts limited liability company (“FIIOC” or the “Transfer Agent”), with respect to the services described in Section II, Fidelity Service Company, Inc., a Massachusetts corporation (“FSC”), with respect to the services described in Section III, and Variable Insurance Products Fund V, a Massachusetts business trust (the “Trust”), which may issue one or more series of shares of beneficial interest, on behalf of Asset Manager Portfolio (the “Fund”).

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: FREEDOM 2035 PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • April 20th, 2020 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 2035 Portfolio, a series of the Fund, (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.

Exhibit 5(a) FORM OF MANAGEMENT CONTRACT between FIDELITY BOSTON STREET TRUST: FIDELITY TARGET TIMELINE 1999 and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 1st day of 19 , by and between Fidelity Boston Street Trust, a Massachsuetts...
Fidelity Boston Street Trust • November 1st, 1995

Exhibit 5(a) FORM OF MANAGEMENT CONTRACT between FIDELITY BOSTON STREET TRUST: FIDELITY TARGET TIMELINE 1999 and FIDELITY MANAGEMENT & RESEARCH COMPANY AGREEMENT made this 1st day of 19 , by and between Fidelity Boston Street Trust, a Massachsuetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Target Timeline 1999 (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below. 1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Compa

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V ASSET MANAGER PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • January 31st, 2018 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, 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 Portfolio (hereinafter called the "Portfolio"),and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

FORM OF SERVICE CONTRACT
Variable Insurance Products Fund V • April 19th, 2013

We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the funds noted above (the "Funds") of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the "Act") and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).

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Exhibit 5(d) FORM OF SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. AND FIDELITY BOSTON STREET TRUST ON BEHALF OF FIDELITY TARGET TIMELINE 1999 AGREEMENT made this day of , 199 , by...
Fidelity Boston Street Trust • November 1st, 1995 • Massachusetts

Exhibit 5(d) FORM OF SUB-ADVISORY AGREEMENT BETWEEN FIDELITY MANAGEMENT & RESEARCH COMPANY AND FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. AND FIDELITY BOSTON STREET TRUST ON BEHALF OF FIDELITY TARGET TIMELINE 1999 AGREEMENT made this day of , 199 , 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 Fidelity Boston Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Target Timeline 1999 (hereinafter called the "Portfolio"). WHEREAS the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the Advisor is to act as investment manager of the Portfolio; and WHEREAS the Sub-Advisor and its subsidiaries a

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and FIDELITY BOSTON STREET TRUST ON BEHALF OF FIDELITY TARGET TIMELINE 2003
Sub-Advisory Agreement • September 28th, 2001 • Fidelity Boston Street Trust • Massachusetts

AMENDMENT made this 1st day of July 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 Fidelity Boston Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Target Timeline 2003 (hereinafter called the "Portfolio").

FORM OF AMENDMENT TO SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 28th, 2008 • Variable Insurance Products Fund V • Massachusetts

This Amendment made as of this ___ day of ______, 200_, by and between 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") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND V: INVESTMENT GRADE BOND II PORTFOLIO and
Management Contract • May 25th, 2022 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 20th day of January, 2022, 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 “Trust”), on behalf of Investment Grade Bond II 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.

AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • November 26th, 2001 • Fidelity Boston Street Trust • Massachusetts

AGREEMENT made this 1st day of August, 2001, by and between Fidelity Management & Research (Far East), Inc., a Massachusetts corporation (the "Sub-Advisor"); and Fidelity Investments Japan Limited, a Japanese corporation (the "Japan Sub-Advisor").

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENTS (JAPAN) LIMITED and
Sub-Advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund V • 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 V ON BEHALF OF STRATEGIC INCOME PORTFOLIO
Sub–advisory Agreement • April 20th, 2020 • Variable Insurance Products Fund V • 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 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”).

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and
Sub-Advisory Agreement • February 13th, 2020 • Variable Insurance Products Fund V • 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”).

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

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.

FORM OF SERVICE CONTRACT
Service Contract • April 18th, 2012 • Variable Insurance Products Fund V

We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the funds noted above (the "Funds") of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the "Act") and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).

AMENDED AND RESTATED MASTER INTERNATIONAL FIXED-INCOME RESEARCH AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
Research Agreement • March 2nd, 2009 • Variable Insurance Products Fund V • Massachusetts

AGREEMENT made this 1st day of August, 2007 by and between Fidelity Investments Money Management, Inc., a New Hampshire corporation with principal offices at Contra Way, P.O. Box 9600, Merrimack, New Hampshire (hereinafter called the "U.S. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Foreign Sub-Advisor").

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