-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKuDNwVNZtWXQU0HvM6t4H+U6x2I6KrJ+ygfiFBHNWiijFtkdprHl4Qwpac937cI XbSrbhqYOWAj5YOS88jbbg== 0000356494-00-500014.txt : 20001227 0000356494-00-500014.hdr.sgml : 20001227 ACCESSION NUMBER: 0000356494-00-500014 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND CENTRAL INDEX KEY: 0000356494 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042766128 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-03329 FILM NUMBER: 795463 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-563-1413 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY CASH RESERVES II DATE OF NAME CHANGE: 19850825 DEFA14A 1 vip.htm

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant

[X]

Filed by a Party other than the Registrant

[ ]

Check the appropriate box:

[ ]

Preliminary Proxy Statement

[ ]

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[X]

Soliciting Material under Rule 14a-12

(Name of Registrant as Specified In Its Charter)

(if you checked "filed by registrant above" do not fill this in:

Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]

No fee required.

[ ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

(4)

Proposed maximum aggregate value of transaction:

(5)

Total Fee Paid:

[ ]

Fee paid previously with preliminary materials.

[ ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

December 26, 2000

[FirstName] [LastName], [AutoMergeField1]

[Co]

[Address1]

[Address2]

[City], [St] [Zip]

Dear [FirstName],

This letter is to inform you that on March 14, 2001 there will be two special meetings of the shareholders of all funds within the Variable Insurance Products Fund (VIP) and Variable Insurance Products Fund II (VIP II). The funds in VIP include Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio. The funds in VIP II include Index 500 Portfolio, Investment Grade Bond Portfolio, Asset Manager ® Portfolio, Asset Manager: Growth ® Portfolio, and Contrafund Portfolio. The purpose of this meeting is to consider and act upon several proposals. These proposals include to continue the effectiveness of Article VIII, Section 4 of the Declaration of Trust, the adoption of an amended and restated Declaration of Trust, the election of a Board of Trustees, the ratification of independent accountants, amendment to management contracts for certain funds in VIP, amendments to foreign sub-advisory agreements, and modification to certain fundamental investment limitations.

The Board of Trustees has carefully reviewed all of the proposals summarized above. The Board of Trustees is responsible for protecting your interests as shareholders and believes these proposals are in the best interest of the shareholders. They recommend that you vote for each proposal. Each of the proposals is described in greater detail in each Proxy Statement.

Prior to the meeting, a proxy of contract holders of record at the close of business on January 16, 2001 will be required. Although the funds will incur the costs of the printing and mailing of the proxy statements in addition to the tabulation of contract holder votes, your company will still need to be actively involved in the process. Please refer to your participation agreement for questions regarding your company's responsibilities.

We encourage you to utilize the services of Management Information Services Corporation (MIS) in Norwell, Massachusetts to handle the distribution of the proxy materials to, and the tabulation of votes from, your contract holders. MIS has been a Fidelity Investments mutual fund proxy solicitor since 1985 and is the nation's leading mailer and tabulator of variable product proxies as well. MIS is very knowledgeable in all areas of annuity proxy solicitation and will provide a turnkey service including all of the proportional voting of your separate account share positions to Fidelity.

We know that many of the insurance companies which have separate accounts invested in VIP and VIP II already have existing business relationships with MIS. If you currently use MIS to manage your proxies, please call Stephanie Camerlengo at 781-871-1660, ext. 143 at your earliest convenience to discuss the specifics of your portion of the VIP or VIP II proxy.

If you are not familiar with MIS, Stephanie will be pleased to provide you with a complete outline of their services and a cost estimate based on your needs. You will find MIS particularly helpful in assisting your data processing people with organizing and submitting your contract holder data in the proper format. Moreover, their ability to systematically prepare all of your proportional voting summaries will save you considerable time and effort. Should you have any qualms about sending your files to an outside service, MIS will prepare and sign a confidentiality agreement for your records.

Hopefully, you will consider using MIS for this process, however, if you have any additional questions or concerns, please do not hesitate to contact me (CAM PHONE.)

Sincerely,

CAM

TITLE

Contractholders should read the proxy statement when it is available because it contains important information. The proxy statement will be available, without charge, from the EDGAR Database on the SEC's website ( http://www.sec.gov) or by contacting Fidelity 1-800-544-5429.

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