0000320351-14-000056 Sample Contracts

AMENDED and RESTATED MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II: INTERNATIONAL CAPITAL APPRECIATION PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 21st, 2014 • Variable Insurance Products Fund Ii • Massachusetts

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

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FORM OF SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and VARIABLE INSURANCE PRODUCTS FUND II ON BEHALF OF EMERGING MARKETS PORTFOLIO
Variable Insurance Products Fund Ii • April 21st, 2014 • Massachusetts

AGREEMENT made this __th day of ____________, 20__, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire 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 Emerging Markets Portfolio (hereinafter called the "Portfolio").

FORM OF SUB-ADVISORY AGREEMENT between FIL INVESTMENTS (JAPAN) LIMITED and FIL INVESTMENT ADVISORS
Investment Advisors • April 21st, 2014 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT as of the __th day of _____________, 20__, 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 Shiroyama Trust Tower, 4-3-1, Toranomon, Minato-Ku, Tokyo, Japan 105-6019 (hereinafter called the "Japan Sub-Advisor").

FORM OF SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and FIL INVESTMENT ADVISORS
Variable Insurance Products Fund Ii • April 21st, 2014 • Massachusetts

AGREEMENT as of the __th day of ____________, 20__ by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN119DZ, England (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 SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and FIL INVESTMENT ADVISORS
Investment Advisors • April 21st, 2014 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT as of the __th day of _________, 20__, by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN119DZ, England (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").

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