0000722574-01-500016 Sample Contracts

FORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND: VALUE PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • February 13th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT made this __ day of _____ 20__, 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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FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • February 13th, 2001 • Variable Insurance Products Fund • 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 SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND ON BEHALF OF VALUE PORTFOLIO
Variable Insurance Products Fund • February 13th, 2001 • Massachusetts

AGREEMENT made this ___ 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"); 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 Value Portfolio (hereinafter called the "Portfolio").

Form of RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • February 13th, 2001 • Variable Insurance Products Fund • Massachusetts

AGREEMENT made this _ day of ____, 20__, 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 FIDELITY GROUP REPO CUSTODIAN AGREEMENT FOR JOINT TRADING ACCOUNT
Repo Custodian Agreement • February 13th, 2001 • Variable Insurance Products Fund • 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 JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Custody Agreement • February 13th, 2001 • Variable Insurance Products Fund

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 and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • February 13th, 2001 • Variable Insurance Products Fund • Massachusetts

Agreement made this ___ day of , 200 , 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").

FORM OF [Fidelity Funds Letterhead] Dated________
Variable Insurance Products Fund • February 13th, 2001

This letter agreement shall serve as an addendum to the Custodian Agreement (the "Custodian Agreement"), effective as of February 1, 1996, between State Street Bank and Trust Company (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.

Dated as of: February 1, 1996 Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and State Street Bank and Trust Company
Custodian Agreement • February 13th, 2001 • Variable Insurance Products Fund

AGREEMENT made as of the 1st day of February 1996 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 State Street Bank and Trust Company (the "Custodian").

Form of FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Variable Insurance Products Fund • February 13th, 2001

FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS, dated as of _______, 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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