-----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, LPqTEIzO1y15dBylMn+eIATJG5U8Sjur+uvIDsLVHORXwhkDW+vmrGA/i2v0pFw7 Joujj+av6K0ikPvd9F7XHw== 0000356494-08-000005.txt : 20080324 0000356494-08-000005.hdr.sgml : 20080324 20080324152349 ACCESSION NUMBER: 0000356494-08-000005 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080324 DATE AS OF CHANGE: 20080324 EFFECTIVENESS DATE: 20080324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND II CENTRAL INDEX KEY: 0000831016 IRS NUMBER: 042708937 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05511 FILM NUMBER: 08706952 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174391220 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND CENTRAL INDEX KEY: 0000356494 IRS NUMBER: 042766128 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03329 FILM NUMBER: 08706950 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS III CENTRAL INDEX KEY: 0000927384 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07205 FILM NUMBER: 08706951 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175707348 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ADVISOR ANNUITY FUND DATE OF NAME CHANGE: 19940722 0000356494 S000007716 Equity-Income Portfolio C000020966 Initial Class C000020967 Investor Class C000020968 Service Class C000020969 Service Class 2 R C000020970 Service Class 2 QVEIQ 0000356494 S000007717 Growth Portfolio C000020971 Investor Class C000020972 Service Class C000020973 Service Class 2 R C000020974 Service Class 2 QVG2Q C000023036 Initial Class 0000356494 S000007718 High Income Portfolio C000020975 Initial Class C000020976 Initial Class R C000020977 Investor Class C000020978 Service Class C000020979 Service Class 2 R C000020980 Service Class R C000020981 Service Class 2 QHI2Q 0000356494 S000007720 Overseas Portfolio C000020986 Initial Class C000020987 Initial Class R C000020988 Investor Class R C000020989 Service Class C000020990 Service Class 2 R C000020991 Service Class R C000020992 Service Class 2 QVO2Q 0000356494 S000007721 Value Portfolio C000020993 Initial Class C000020994 Investor Class C000020995 Service Class C000020996 Service Class 2 DEFA14A 1 main.htm

FOR EXTERNAL POSTING IN MUTUAL FUND SECTION OF FIDELITY.COM

Board of Trustees of the Fidelity Funds to Create Two Separate Boards

February 2008

Fidelity's mutual fund business and the broader mutual fund marketplace continue to expand and evolve. As a result, the Board of Trustees of the Fidelity Funds, together with Fidelity Management & Research Company (FMR), have been considering ways to structure the Board for each Fidelity fund in order to ensure that Fidelity's mutual fund shareholders continue to be well served by Trustees in the years ahead. Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees.

The Trustees of the Fidelity Funds -- with the support of FMR -- have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high-income funds, while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds. The creation of separate Boards will allow Trustees to continue to focus most effectively on the unique needs of each group of funds in the years ahead.

The Board made this decision in order to plan for the future. The decision was based on three specific factors:

The continued diversification of Fidelity's mutual fund business into new asset classes and product types.

The increasing complexity of the securities marketplace in terms of the investment strategies available to Fidelity's mutual funds.

The expectation by the Board of Trustees that Fidelity's mutual fund business will continue to expand over the coming five to 10 years as a result of prevailing demographic and business trends.

The Board of Trustees fully expects that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under this new structure of two Boards of Trustees, in partnership with Fidelity as the funds' investment adviser.

By way of background, the Board of Trustees is responsible for governing the funds and protecting the interests of shareholders. They are elected by fund shareholders. Trustees on both Boards will be experienced executives who meet throughout the year to oversee the funds' activities, review contractual arrangements with companies that provide services to the funds, and review fund performance. Board members include independent Trustees, or those with no affiliation to Fidelity, and interested Trustees, or those who are employed by Fidelity. A significant majority of the Board is independent. Each of the new Boards is expected to have 75 percent or more independent Trustees.

The process of creating two Boards from the current single Board will take several months since meetings of fund shareholders must be convened to elect Trustees. We anticipate that the fund shareholder meetings at which these items are presented can be completed by mid-summer of 2008. More detailed information will be included in the individual fund proxies that will be mailed to shareholders of affected funds in the coming months.

# # #

Please read the proxy statement when it becomes available because it contains important information. The preliminary and definitive proxy statements can be accessed free of charge on www.sec.gov.

Fidelity Investments Institutional Services Company, Inc., 82 Devonshire Street, Boston, MA 02109

Fidelity Distributors Corporation, 82 Devonshire Street, Boston, MA 02109

Fidelity Brokerage Services LLC, Member NYSE, SIPC, 100 Summer Street, Boston, MA 02110

National Financial Services, LLC, Member NYSE, SIPC, 200 Liberty Street, NY4F, New York, NY 10281

482023.1.0

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