0001141980-05-000169 Sample Contracts

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II INVESTMENT GRADE BOND PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • August 29th, 2005 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of June 2005, 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 Investment Grade Bond 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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between VARIABLE INSURANCE PRODUCTS FUND II INDEX 500 PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
10 Basis Point Expense Contract • August 29th, 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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