0000831016-24-000058 Sample Contracts

AMENDED AND RESTATED MANAGEMENT CONTRACT WITH FIDELITY MANAGEMENT & RESEARCH COMPANY LLC, FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY LLC AND FIDELITY SERVICE COMPANY, INC.
Management Contract • April 19th, 2024 • Variable Insurance Products Fund Ii

This CONTRACT AMENDED and RESTATED as of this 1st day of March, 2024 (this “Contract”), by and among Fidelity Management & Research Company LLC, a Delaware limited liability company (“FMR” or the “Adviser”), with respect to the services described in Section I, Fidelity Investments Institutional Operations Company LLC, a Massachusetts limited liability company (“FIIOC” or the “Transfer Agent”), with respect to the services described in Section II, Fidelity Service Company, Inc., a Massachusetts corporation (“FSC”), with respect to the services described in Section III, and Variable Insurance Products Fund II, a Massachusetts business trust (the “Trust”), which may issue one or more series of shares of beneficial interest, on behalf of Contrafund Portfolio (the “Fund”).

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AMENDED and RESTATED
Sub–advisory Agreement • April 19th, 2024 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of March, 2024, by and between Fidelity Management & Research Company LLC, a Delaware limited liability company with principal offices at 245 Summer 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”).

AMENDED and RESTATED MANAGEMENT CONTRACT
Management Contract • April 19th, 2024 • Variable Insurance Products Fund Ii

AGREEMENT AMENDED and RESTATED as of this 1st day of November, 2023, 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 Disciplined Small Cap Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company LLC, a Delaware limited liability company (hereinafter called the “Adviser”) as set forth in its entirety below.

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