0001379491-20-005144 Sample Contracts

AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR GLOBAL EQUITY INCOME FUND
Sub-Advisory Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020 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 Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Fidelity Advisor Global Equity Income Fund (hereinafter called the "Portfolio").

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Advisor International Capital Appreciation Fund (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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AMENDED and RESTATED GENERAL DISTRIBUTION AGREEMENT between FIDELITY ADVISOR SERIES VIII and FIDELITY DISTRIBUTORS COMPANY LLC
General Distribution Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, between Fidelity Advisor Series VIII, 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 Fidelity Advisor International Capital Appreciation Fund, a series of the Issuer, and Fidelity Distributors Company LLC, a Delaware limited liability company having its principal place of business in Smithfield, Rhode Island (“Distributors”).

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR EMERGING MARKETS FUND and
Management Contract • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Advisor Emerging Markets Fund (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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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC and FIDELITY ADVISOR SERIES VIII ON BEHALF OF FIDELITY ADVISOR OVERSEAS FUND
Sub-Advisory Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, 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 Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (herein­ after called the "Trust") on behalf of Fidelity Advisor Overseas Fund (hereinafter called the "Portfolio").

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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENT ADVISORS (UK) LIMITED and FIL INVESTMENT ADVISORS
Sub-Advisory Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between FIL Investment Advisors (UK) Limited, Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom (hereinafter called the “UK Sub-Advisor”) and FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda (hereinafter called the “Sub-Advisor”).

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AMENDED and RESTATED MANAGEMENT CONTRACT between FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR OVERSEAS FUND and FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
Management Contract • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Advisor Overseas Fund (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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AMENDED and RESTATED SUB-ADVISORY AGREEMENT between FIL INVESTMENTS (JAPAN) LIMITED and
Sub-Advisory Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED and RESTATED as of this 1st day of January, 2020, by and between FIL Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM19, Bermuda (hereinafter called the “Sub–Advisor”), and FIL Investments (Japan) Limited, a Japanese company with principal offices at Tri-Seven Roppongi, 7-7-7 Roppongi, Minato-ku, Tokyo, Japan 106-0032 (hereinafter called the “Japan Sub–Advisor”).

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AMENDED and RESTATED
Sub-Advisory Agreement • October 16th, 2020 • Fidelity Advisor Series Viii • Massachusetts

AGREEMENT AMENDED AND RESTATED as of this 1st day of January, 2020, 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 Fidelity Advisor Series VIII, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”) on behalf of Fidelity Advisor Global Capital Appreciation Fund (hereinafter called the “Portfolio”).

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