0000720318-01-500006 Sample Contracts

FORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND IV FINANCIAL SERVICES PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this __ day of ________ 200_, by and between Variable Insurance Products Fund IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Financial Services 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 FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND IV ON BEHALF OF CONSUMER INDUSTRIES PORTFOLIO
Sub-Advisory Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this ___ day of ____, 200_, 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 IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Consumer Industries Portfolio (hereinafter called the "Portfolio").

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this ___ day of _______, 200_, 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 RESEARCH AGREEMENT between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this ___ day of ________, 200_, 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").

FORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND IV and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

Agreement made this ___ day of , 200 , between Variable Insurance Products Fund IV, 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 Utilities Growth Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

Form of FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • New York

AGREEMENT dated as of ______, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF CUSTODIAN AGREEMENT Dated as of: _______ Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Chase Manhattan Bank, N.A.
Custodian Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv

AGREEMENT made as of the ______day of ______, 200_ between each of the Investment Companies Listed on Appendix "A" hereto, as the same may be amended from time to time (each a "Fund" and collectively the "Funds") and The Chase Manhattan Bank, N.A. (the "Custodian").

Form of JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Joint Trading Account Custody Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv

AGREEMENT dated as of ___________ by and between The Bank of New York (hereinafter referred to as the "Custodian") and each of the entities listed on Schedules A-1, A-2, A-3 and A-4 hereto, acting on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on Schedule A-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii) in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

FORM OF GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND IV and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv • Massachusetts

Agreement made this ___ day of , 200 , between Variable Insurance Products Fund IV, 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 Technology Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Boston, Massachusetts ("Distributors").

The Chase Manhattan Bank Four Chase Metrotech Center - 8th Floor Brooklyn, NY 11245 Attn: Don Gandy Re: Addendum to Custodian Agreement, dated as of ________, 200_ between The Chase Manhattan Bank each of the Investment Companies listed on Appendix...
Addendum to Custodian Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv

This letter agreement shall serve as an addendum to the Custodian Agreement (the "Custodian Agreement"), effective as of _______, 200_ between The Chase Manhattan Bank (the "Custodian") and each of the Investment Companies listed on Appendix "A" attached thereto, as the same may be amended from time to time (each a "Fund" and collectively, the "Funds"), on behalf of each of their respective series portfolios listed on such Appendix "A" (each a "Portfolio" and collectively, the "Portfolios"). This Addendum shall also apply to any future Fund or Portfolio added to Appendix A in accordance with the terms of the Custodian Agreement. Capitalized terms not otherwise defined herein shall have the meanings specified in the Custodian Agreement.

FORM OF FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Joint Trading Account Custody Agreement • April 23rd, 2001 • Variable Insurance Products Fund Iv

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of July 14, 1995, by and between THE BANK OF NEW YORK ("Custodian") and each of the entities listed on SchedulesA-1, A-2, A-3 and A-4 hereto on behalf of itself or, (i) in the case of a series company, on behalf of one or more of its portfolios or series listed on SchedulesA-1 or A-2 hereto, (ii) in the case of the accounts listed on Schedule A-3 hereto, acting through Fidelity Management & Research Company, and (iii)in the case of the commingled or individual accounts listed on Schedule A-4 hereto, acting through Fidelity Management Trust Company (collectively, the "Funds" and each, a "Fund").

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