0000720318-03-000003 Sample Contracts

MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND IV: GROWTH STOCK PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Management Contract • April 1st, 2003 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this 14th day of November 2002, by and between Variable Insurance Products Fund IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Growth Stock 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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SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. and VARIABLE INSURANCE PRODUCTS FUND IV ON BEHALF OF GROWTH STOCK PORTFOLIO
Sub-Advisory Agreement • April 1st, 2003 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this 14th day of November, 2002, 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 IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Growth Stock Portfolio (hereinafter called the "Portfolio").

SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Advisory Agreement • April 1st, 2003 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this 14th day of November, 2002, 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").

FORM OF MANAGEMENT CONTRACT between VARIABLE INSURANCE PRODUCTS FUND IV: VALUE LEADERS PORTFOLIO and FIDELITY MANAGEMENT & RESEARCH COMPANY
Variable Insurance Products Fund Iv • April 1st, 2003 • Massachusetts

AGREEMENT made this __ day of _____ 20__, by and between Variable Insurance Products Fund IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Value Leaders Portfolio (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Form of SUB-ADVISORY AGREEMENT between FIDELITY MANAGEMENT & RESEARCH COMPANY and FIDELITY MANAGEMENT & RESEARCH (Far East) INC. and VARIABLE INSURANCE PRODUCTS FUND IV ON BEHALF OF VALUE LEADERS PORTFOLIO
Variable Insurance Products Fund Iv • April 1st, 2003 • Massachusetts

AGREEMENT made this ___ day of ____, 200_, 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 (Far East) Inc. (hereinafter called the "Sub-Advisor"); and Variable Insurance Products Fund IV, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Value Leaders Portfolio (hereinafter called the "Portfolio").

GENERAL DISTRIBUTION AGREEMENT between VARIABLE INSURANCE PRODUCTS FUND IV and FIDELITY DISTRIBUTORS CORPORATION
General Distribution Agreement • April 1st, 2003 • Variable Insurance Products Fund Iv • Massachusetts

Agreement made this 14 day of November, 2002, between Variable Insurance Products Fund IV, 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 Growth Stock 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 • April 1st, 2003 • Variable Insurance Products Fund Iv • New York

AGREEMENT dated as of ________, among THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York ("Repo Custodian"), J.P. MORGAN SECURITIES INC. ("Seller") and each of the entities listed on Schedule A-1, A-2, A-3 and A-4 (collectively, the "Funds" and each a "Fund") hereto, acting on behalf of itself or (i) in the case of the Funds listed on Schedule A-1 or A-2 hereto which are portfolios or series, acting through the series company 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 JOINT TRADING ACCOUNT CUSTODY AGREEMENT Between THE BANK OF NEW YORK and FIDELITY FUNDS Dated as of: _________
Custody Agreement • April 1st, 2003 • Variable Insurance Products Fund Iv

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").

FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT Between FIDELITY MANAGEMENT & RESEARCH (Far East), INC. and FIDELITY INVESTMENTS JAPAN LIMITED
Sub-Advisory Agreement • April 1st, 2003 • Variable Insurance Products Fund Iv • Massachusetts

AGREEMENT made this 1st day of August, 2001, 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 FIRST AMENDMENT TO JOINT TRADING ACCOUNT CUSTODY AGREEMENT BETWEEN THE BANK OF NEW YORK AND FIDELITY FUNDS
Variable Insurance Products Fund Iv • April 1st, 2003

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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