0000831016-05-000011 Sample Contracts

between VARIABLE INSURANCE PRODUCTS FUND II INDEX 500 PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Expense Contract • April 15th, 2005 • Variable Insurance Products Fund Ii

This 10 Basis Point Expense Contract, dated as of March 1, 2005 (the "Agreement"), is made and entered into by and between Variable Insurance Products Fund II, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (the "Trust"), on behalf of Index 500 Portfolio (the "Fund"), and Fidelity Management & Research Company, a Massachusetts corporation (the "Manager").

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AMENDMENT TO MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II INDEX 500 PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 15th, 2005 • Variable Insurance Products Fund Ii

This Amendment dated as of this 1st day of March, 2005, amends the Management Contract, dated December 1, 1997, 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 Index 500 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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