0001379491-18-001354 Sample Contracts

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND II and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 13th, 2018 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT made this 17th day of January, 2018, between Variable Insurance Products Fund II, 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 Total Market Index Portfolio, a series of the Issuer, and Fidelity Distributors Corporation, a Massachusetts corporation having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND II: TOTAL MARKET INDEX PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 13th, 2018 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT made this 17th day of January, 2018, 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 “Trust”), on behalf of Total Market Index Portfolio (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and GEODE CAPITAL MANAGEMENT, LLC and VARIABLE INSURANCE PRODUCTS FUND II ON BEHALF OF EXTENDED MARKET INDEX PORTFOLIO
Sub-Advisory Agreement • April 13th, 2018 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT made this 17th day of January, 2018, among Variable Insurance Products Fund II, a Massachusetts business trust (the “Trust”), on behalf of Extended Market Index Portfolio, a series portfolio of the Trust (the “Fund”), Fidelity Management & Research Company, a Massachusetts corporation (“Manager”), and Geode Capital Management, LLC, a Delaware limited liability company (“Subadviser”).

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 13th, 2018 • Variable Insurance Products Fund Ii • Massachusetts

AGREEMENT made this 17th day of January, 2018, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

between VARIABLE INSURANCE PRODUCTS FUND II TOTAL MARKET INDEX PORTFOLIO: INITIAL CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY
12 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 12 Basis Point Expense Contract, dated as of January 17, 2018, (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 Total Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

between VARIABLE INSURANCE PRODUCTS FUND II EXTENDED MARKET INDEX PORTFOLIO: INITIAL CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY
13 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 13 Basis Point Expense Contract, dated as of January 17, 2018, (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 Extended Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

between VARIABLE INSURANCE PRODUCTS FUND II INTERNATIONAL INDEX PORTFOLIO: SERVICE CLASS 2 and FIDELITY MANAGEMENT & RESEARCH COMPANY
42 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 42 Basis Point Expense Contract, dated as of January 17, 2018, (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 International Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

between VARIABLE INSURANCE PRODUCTS FUND II EXTENDED MARKET INDEX PORTFOLIO: SERVICE CLASS 2 and FIDELITY MANAGEMENT & RESEARCH COMPANY
38 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 38 Basis Point Expense Contract, dated as of January 17, 2018, (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 Extended Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

between VARIABLE INSURANCE PRODUCTS FUND II TOTAL MARKET INDEX PORTFOLIO: SERVICE CLASS 2 and FIDELITY MANAGEMENT & RESEARCH COMPANY
37 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 37 Basis Point Expense Contract, dated as of January 17, 2018, (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 Total Market Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

between VARIABLE INSURANCE PRODUCTS FUND II INTERNATIONAL INDEX PORTFOLIO: INITIAL CLASS and FIDELITY MANAGEMENT & RESEARCH COMPANY
17 Basis Point Expense Contract • April 13th, 2018 • Variable Insurance Products Fund Ii

This 17 Basis Point Expense Contract, dated as of January 17, 2018, (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 International Index Portfolio (the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (the “Manager”).

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