0000356494-01-500053 Sample Contracts

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND: VALUE PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT made this 19th day of April 2001, by and between Variable Insurance Products Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Value 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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF OVERSEAS PORTFOLIO
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AMENDMENT made this 1st day of April, 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 Variable Insurance Products Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Overseas Portfolio (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT made this 19th day of April, 2001, 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").

Form Of SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AMENDMENT made this ___ day of ____, 200_, 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").

SUB-ADVISORY AGREEMENT between FIDELITY INVESTMENTS JAPAN LIMITED and FIDELITY INTERNATIONAL INVESTMENT ADVISORS
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT made this __ day of _____, 200_, 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 Across Shinkawa Bldg. 8-8, Shinkawa 1-chome, Chuo-ku, Tokyo 104-0033, Japan (hereinafter called the "Japan Sub-Advisor").

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

Agreement made this 19th day of April, 2001, between Variable Insurance Products Fund, 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 Value Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

SUB-ADVISORY AGREEMENT between FIDELITY INTERNATIONAL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY and VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF OVERSEAS PORTFOLIO
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of April, 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 International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Overseas Portfolio (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF HIGH INCOME PORTFOLIO
Sub-Advisory Agreement • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AMENDMENT made this 1st day of April, 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 (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of High Income Portfolio (hereinafter called the "Portfolio").

MANAGEMENT CONTRACT between and VARIABLE INSURANCE PRODUCTS FUND MONEY MARKET PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 27th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of May 2001 by and between Variable Insurance Products Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Money Market 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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