0000927384-00-500006 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • October 4th, 2000 • Variable Insurance Products Iii • 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").

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FORM OF SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and VARIABLE INSURANCE PRODUCTS FUND III ON BEHALF OF AGGRESSIVE GROWTH PORTFOLIO
Variable Insurance Products Iii • October 4th, 2000 • 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 (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund III, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Aggressive Growth Portfolio (hereinafter called the "Portfolio").

FORM OF RESEARCH AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Research Agreement • October 4th, 2000 • Variable Insurance Products Iii • 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 GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND III and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • October 4th, 2000 • Variable Insurance Products Iii • Massachusetts

Agreement made this ___ day of , 200 , between Variable Insurance Products Fund III, 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 Aggressive 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 • October 4th, 2000 • Variable Insurance Products Iii • New York

AGREEMENT dated as of ________, among CHEMICAL BANK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), GREENWICH CAPITAL MARKETS, INC. ("Seller") and each of the entities listed on Schedule 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 CUSTODIAN AGREEMENT Dated as of: August 1, 1994 Between Each of the Investment Companies Listed on Appendix "A" Attached Hereto and The Chase Manhattan Bank, N.A.
Custodian Agreement • October 4th, 2000 • Variable Insurance Products Iii

AGREEMENT made as of the 1st day of August, 1994 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: _________
Custody Agreement • October 4th, 2000 • Variable Insurance Products Iii

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").

October 21, 1996 The Chase Manhattan Bank Four Chase Metrotech Center - 8th Floor Brooklyn, NY 11245 Attn: Don Gandy Re: Addendum to Custodian Agreement, dated as of August 1, 1994, between The Chase Manhattan Bank each of the Investment Companies...
Custodian Agreement • October 4th, 2000 • Variable Insurance Products Iii

This letter agreement shall serve as an addendum to the Custodian Agreement (the "Custodian Agreement"), effective as of August 1, 1994, 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
Variable Insurance Products Iii • October 4th, 2000

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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