New England Variable Life Separate Account – ‘DEFN14A’ for 9/16/98 re: Variable Insurance Products Fund II

As of:  Friday, 7/31/98   ·   For:  9/16/98   ·   Accession #:  927016-98-2835   ·   File #:  811-05511

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Definitive Non-Management Proxy Solicitation Material — Non-Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFN14A     Letters and Ballots                                    5     22K 

DEFN14A
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SCHEDULE 14A  
(Rule 14a-101)  
INFORMATION REQUIRED IN PROXY STATEMENT 
SCHEDULE 14A INFORMATION  

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES   
EXCHANGE ACT OF 1934 (AMENDMENT NO.       ) 

Filed by the Registrant [_]                                                     

Filed by a Party other than the Registrant [x]                                  

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                                                  

[x] Definitive Additional Materials   [_] Soliciting Material Pursuant to       
                                 Rule 14a-11(c) or Rule 14a-12

Variable Insurance Products Fund II 
------------------------------------------------  
(Name of Registrant as Specified In Its Charter)  

New England Life Insurance Company  
------------------------------------------------  
(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)(I) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

        ________________________________________________________________________

(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:                                                         

        ________________________________________________________________________

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August 4, 1998                                                                  

TO OWNERS OF NELICO VARIABLE LIFE INSURANCE POLICIES:                           

A Special Meeting of Shareholders of the Portfolios of the Variable Insurance   
Products Fund and Variable Insurance Products Fund II will be held on September 
16, 1998. At the Shareholders Meetings, New England Life Insurance Company      
("NELICO") will vote all shares of each Portfolio held in the New England       
Variable Life Separate Account which are attributable to NELICO Variable Life   
Insurance Policies in accordance with instructions received from Policy Owners. 
You are now being asked how shares of each Portfolio that are deemed            
attributable to your Policy on the record date for the Shareholders Meetings    
should be voted at the Shareholders Meetings.                                   

Enclosed you will find a copy of the Notice of Meeting and Proxy Statement      
relating to the Shareholders Meetings as well as an Instruction Form for one of 
the Portfolios whose shares are deemed attributable to your Policy. After       
reviewing this material, please complete and execute the Instruction Form and   
return it in the enclosed, postage-paid, self-addressed envelope. If you fail   
to return an executed Instruction Form, shares of the Portfolio deemed          
attributable to your Policy will be voted by NELICO in proportion to the voting 
instructions received from all other NELICO Variable Life Policy Owners for     
that Portfolio.                                                                 

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DEFN14A
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August 4, 1998                                                                  

TO OWNERS OF NELICO VARIABLE LIFE INSURANCE POLICIES:                           

A Special Meeting of Shareholders of the Portfolios of the Variable Insurance   
Products Fund and Variable Insurance Products Fund II will be held on September 
16, 1998. At the Shareholders Meetings, New England Life Insurance Company      
("NELICO") will vote all shares of each Portfolio held in the New England       
Variable Life Separate Account which are attributable to NELICO Variable Life   
Insurance Policies in accordance with instructions received from Policy Owners. 
You are now being asked how shares of each Portfolio that are deemed            
attributable to your Policy on the record date for the Shareholders Meetings    
should be voted at the Shareholders Meetings. Under certain circumstances,      
however, plan participants have the right to instruct Policy Owners as to how   
all or a portion of the votes attributable to a Policy are to be cast, and      
Policy Owners are required to cast such votes as instructed.                    

IN ORDER FOR THE VOTES UNDER YOUR POLICIES TO BE VOTED IN ACCORDANCE WITH THE   
INSTRUCTIONS GIVEN BY YOU AND YOUR PLAN PARTICIPANTS, YOU MUST RETURN A         
COMPLETED, EXECUTED INSTRUCTION FORM. If you fail to return an executed         
Instruction Form for a particular Portfolio, shares of that Portfolio deemed    
attributable to your Policies will be voted by NELICO in proportion to the      
voting instructions received from all other NELICO Variable Life Insurance      
Policy Owners for that Portfolio.                                               

Enclosed you will find a copy of the Notice of Meeting and Proxy Statement      
relating to the Shareholders Meetings, as well as voting instruction forms for  
one Portfolio with the names of the plan participants entitled to instruct the  
Policy Owner.                                                                   

Please forward promptly (1) one Notice of Meeting and Proxy Statement and (2)   
one Instruction Form to each person entitled to give voting instructions. One   
Instruction Form is enclosed for each Policy under which votes are subject to   
instruction.                                                                    

The Instruction Form is to be used by each plan participant to convey           
instructions to you as Policy Owner. INSTRUCTION FORMS COMPLETED BY YOUR PLAN   
PARTICIPANTS SHOULD NOT BE RETURNED. AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM  
A PLAN PARTICIPANT, YOU SHOULD TRANSFER THESE INSTRUCTIONS TO THE PLAN          
PARTICIPANT LISTING PROVIDED. RETURN ONLY THE SINGLE INSTRUCTION FORM IN YOUR   
NAME, SIGNED BY YOU, ALONG WITH THE APPROPRIATELY CHECKED PLAN PARTICIPANT      
LIST.                                                                           

If no plan participants transmit voting instructions, or if the plan            
participants do not have the right to instruct, cast all votes at your sole     
discretion by completing and signing the Instruction Form.                      

In order to cast votes under the Policies, you must return an INSTRUCTION FORM  
signed by you, the Policy Owner.                                                

If you have any questions concerning these procedures, please call collect,     
Peter Zucker, Consultant, New England Life Insurance Company (617) 578-3566.    

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DEFN14A
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INSTRUCTION FORM  

VARIABLE INSURANCE PRODUCTS FUND II: ASSET MANAGER PORTFOLIO                    
PROXY SOLICITED BY THE TRUSTEES                                                 

The undersigned, revoking previous proxies, hereby instructs New England Life   
Insurance Company (the Company), to vote all shares of Variable Insurance       
Products Fund II: Asset Manager Portfolio (the Fund), which are held in the     
account of the undersigned in the Variable Account, at the Special Meeting of   
persons having a voting interest in Variable Insurance Products Fund II (the    
Trust), to be held at the office of the Fund at 82 Devonshire St., Boston, MA   
02109, on September 16, 1998, at 9:30 a.m. and at any adjournments thereof. The 
Company is hereby instructed to vote on the proposals described in the Proxy    
Statement as specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.                    

--------------------------------------------------------------------------------
FOLD AND DETACH HERE  

YOUR VOTE IS IMPORTANT!   

Vote this proxy card TODAY! Your prompt response will save  
Variable Insurance Products Fund II: Asset Manager Portfolio the  
expense of additional mailings. 

You can vote in one of two ways:  

       1. Call toll free 1-888-698-8090 on a Touch Tone telephone and follow the
        instructions on the reverse side. There is NO CHARGE to you for this
call.                                                       

or  
--  

  2. Mark, sign and date your proxy card and return it promptly in the
         enclosed envelope or mail to: New England Life Insurance Company, C/O
         Proxy Services Corporation, P.O. Box 2022, Jersey City, NJ 07303-9661

PLEASE VOTE 

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DEFN14A
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Please refer to the Proxy Statement discussion of each of these matters. IF NO  
SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS. As to any    
                   ---
other matter, said attorneys shall vote in accordance with their best judgment. 

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.  
               ---

1.  To elect the twelve nominees specified below as Trustees:                   
01 Ralph F. Cox, 02 Phyllis Burke Davis, 03 Robert M. Gates,            
04 Edward C. Johnson 3rd, 05 E. Bradley Jones,                          
06 Donald J. Kirk, 07 Peter S. Lynch, 08 William O. McCoy,              
09 Gerald C. McDonough, 10 Marvin L. Mann,                              
11 Robert C. Pozen, and 12 Thomas R. Williams.                          

For all nominees         Withhold                                 
listed (except as      Authority to                               
marked to the          vote for all                               
contrary below).         nominees.                                

[_]                   [_]                               

(Instruction: To withhold authority to vote for any individual          
nominee(s), write the name(s) of the nominee(s) on the line             
below.)                                                                 

--------------------------------------------------------------          

2.  To ratify the selection of                    FOR       AGAINST      ABSTAIN
PricewaterhouseCoopers LLP                                              
  as independent accountants of the funds.      [_]         [_]          [_]

3.  To authorize the Trustees to adopt an                                       
Amended and Restated Declaration of                                     
  Trust.                                        [_]         [_]          [_]

5.  To approve an amended management                                            
  contract for the fund.                        [_]         [_]          [_]

7.  To approve a new sub-advisory agreement                                     
  with FMR U.K. for the fund.                   [_]         [_]          [_]

8.  To approve a new sub-advisory agreement                                     
  with FMR Far East for the fund.               [_]         [_]          [_]

9.  To amend the fundamental investment                                         
limitation concerning diversification for                               
  the fund.                                     [_]         [_]          [_]

           NOTE: Please sign exactly as your name appears on this Proxy.
     When signing in a fiduciary capacity, such as executor,
        administrator, trustee, attorney, guardian, etc, please so
             indicate. Corporate and partnership proxies should be signed by
 an authorized person indicating the person's title.

         Date                                                 , 1998
       -------------------------------------------------

         -----------------------------------------------------------

         -----------------------------------------------------------
       Signature(s), Title(s), (if applicable)
       PLEASE SIGN, DATE, AND RETURN
       PROMPTLY IN ENCLOSED ENVELOPE

=========================================================                       
*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE                       
INSTRUCTIONS BELOW ***                      
=========================================================                       

--------------------------------------------------------------------------------
FOLD AND DETACH HERE  

[GRAPHIC OF                             [GRAPHIC OF 
TELEPHONE        VOTE BY TELEPHONE      TELEPHONE 
 APPEARS HERE]                           APPEARS HERE]

QUICK *** EASY *** IMMEDIATE  

Your telephone vote authorizes the Company to vote your shares in the same      
manner as if you marked, signed and returned your instruction form.             

*  You will be asked to enter a Control Number which is located in the box in   
the lower right hand corner of this form.                                 

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OPTION #1: To vote as the Board of Trustees recommends on ALL proposals:        
Press 1.                                                  
--------------------------------------------------------------------------------

Your vote will be confirmed and cast as you directed. END OF CALL 

--------------------------------------------------------------------------------
OPTION #2: If you choose to vote on each proposal separately, press 0. You will 
hear these instructions:                                  
--------------------------------------------------------------------------------

  Proposal 1: To vote FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9.                                          
To withhold FOR AN INDIVIDUAL nominee, press 0 and listen to the          
instructions.                                                             

Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.     

The Instructions are the same for all remaining proposals.                      

Your vote will be confirmed and cast as you directed. END OF CALL   

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If you vote by telephone, there is no need for you to mail back your proxy. 
THANK YOU FOR VOTING  
--------------------------------------------------------------------------------

Call ** Toll Free ** On a Touch Tone Telephone                                  
1-888-698-8090 - ANYTIME                                      
There is NO CHARGE to you for this call.                                  

CONTROL NUMBER                                            
=======================================                                         

=======================================                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFN14A’ Filing		Date		First		Last			Other Filings
For Period End:		9/16/98		2		4			DEFN14A,  DEFS14A,  PREN14A,  PRES14A
		8/4/98		2		3
Filed on:		7/31/98							DEFN14A
									List all Filings