Variable Insurance Products Fund II – ‘497’ on 9/15/97

As of:  Monday, 9/15/97   ·   Accession #:  948251-97-2   ·   File #:  33-20773

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Definitive Material   —   Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Material                                    5±    24K 


VARIABLE INSURANCE PRODUCTS FUND II:                                            
ASSET MANAGER PORTFOLIO                                                         
DATED APRIL 30, 1997 SUPPLEMENT TO THE PROSPECTUS                               
Effective October 1, 1997, Steve Snider succeeds George Vanderheiden            
as manager of the equity investments of Asset Manager Portfolio, and            
the following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "Charter" section.                  
Richard C. Habermann is vice president and lead manager of Asset                
Manager Portfolio, which he has managed since March 1996. He also               
manages several other Fidelity funds. Previously, Mr. Habermann was             
chief investment officer for Fidelity International, Ltd., from 1991            
to 1993, and division head for international equities and director of           
international research, from 1993 to 1996. Mr. Habermann joined                 
Fidelity in 1968.                                                               
Steve Snider is manager of Asset Manager Portfolio's equity                     
investments, which he has managed since October 1997. He also manages           
the equity investments of another Fidelity fund and manages trust               
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider               
joined Fidelity in 1992 as a quantitative analyst. Since then, he has           
worked as a manager and a vice president for FMTC.                              
Charles Morrison is manager of Asset Manager Portfolio's fixed-income           
investments, which he has managed since February 1997. He also manages          
several other Fidelity funds. Mr. Morrison joined Fidelity in 1987.             
John Todd is vice president of Asset Manager Portfolio and manager of           
its short-term and money market investments, which he has managed               
since December 1996. He also manages several other Fidelity funds. Mr.          
Todd joined Fidelity in 1981.                                                   

VARIABLE INSURANCE PRODUCTS FUND II:                                            
ASSET MANAGER: GROWTH PORTFOLIO DATED                                           
APRIL 30, 1997 SUPPLEMENT TO THE PROSPECTUS                                     
Effective October 1, 1997, Steve Snider succeeds George Vanderheiden            
as manager of the equity investments of Asset Manager: Growth                   
Portfolio, and the following information replaces the similar                   
information found under the heading "FMR and Its Affiliates" in the             
"Charter" section.                                                              
Richard C. Habermann is vice president and lead manager of Asset                
Manager: Growth Portfolio which he has managed since March 1996. He             
also manages several other Fidelity funds. Previously, Mr. Habermann            
was chief investment officer for Fidelity International, Ltd., from             
1991 to 1993, and division head for international equities and                  
director of international research, from 1993 to 1996. Mr. Habermann            
joined Fidelity in 1968.                                                        
Steve Snider is manager of Asset Manager: Growth Portfolio's equity             
investments, which he has managed since October 1997. He also manages           
the equity investments of another Fidelity fund and manages trust               
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider               
joined Fidelity in 1992 as a quantitative analyst. Since then, he has           
worked as a manager and a vice president for FMTC.                              
Charles Morrison is manager of Asset Manager: Growth Portfolio's                
fixed-income investments, which he has managed since February 1997. He          
also manages several other Fidelity funds. Mr. Morrison joined                  
Fidelity in 1987.                                                               
John Todd is vice president of Asset Manager: Growth Portfolio and              
manager of its short-term and money market investments, which he has            
managed since December 1996. He also manages several other Fidelity             
funds. Mr. Todd joined Fidelity in 1981.                                        

VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIO                        
APRIL 30, 1997 SUPPLEMENT TO THE PROSPECTUS                                     
SHAREHOLDER MEETING. On or about November 19, 1997, a shareholder               
meeting will be held to consider the adoption of a sub-advisory                 
agreement with Bankers Trust Company (BT), to consider amendments to            
the fund's present management contract and to consider another                  
proposal. If shareholders of record on September 22, 1997 approve the           
sub-advisory agreement and the amended management contract, Fidelity            
Management & Research Company (FMR) would continue to serve as the              
fund's manager and investment adviser, but would delegate part of its           
duties to BT. As sub-advisor, BT would have day-to-day                          
responsibilities for managing the fund's investments. BT would also             
provide custodial and securities lending services to the fund. FMR              
would be responsible for overseeing BT's performance and would retain           
its other management responsibilities, subject to oversight by the              
Board of Trustees. All other fund services, including shareholder               
account services, would be unchanged.                                           
The proposed amendment to the fund's management contract with FMR               
would amend the contract to allow for the appointment of a sub-advisor          
to the fund and to reduce the management fee rate from an annual rate           
of 0.28% of the fund's average net assets to an annual rate of 0.24%            
of the fund's average net assets.                                               
BT is a major institutional money manager and one of the nation's               
leading managers of index funds with over 20 years' experience in               
managing investments indexed to the S&P 500(registered trademark) and           
other indices. BT's commitment to the specialized area of index                 
account management allows it to provide index fund portfolio                    
management services at a lower cost than if FMR provided these                  
services itself.                                                                
If you wish to receive a proxy statement, please call 1-800-843-3001.           

VARIABLE INSURANCE                                                              
PRODUCTS FUND                                                                   
VARIABLE INSURANCE PRODUCTS FUND II                                             
VARIABLE INSURANCE PRODUCTS FUND III:                                           
HIGH INCOME, EQUITY-INCOME, OVERSEAS, GROWTH, ASSET MANAGER, ASSET              
MANAGER: GROWTH, INDEX 500, CONTRAFUND, BALANCED, GROWTH & INCOME,              
GROWTH OPPORTUNITIES, INVESTMENT GRADE BOND PORTFOLIOS                          
DATED APRIL 30, 1997                                                            
SUPPLEMENT TO THE PROSPECTUS                                                    
Effective October 1, 1997, Steve Snider succeeds George Vanderheiden            
as manager of the equity investments of Asset Manager Portfolio and             
Asset Manager: Growth Portfolio, and the following information                  
replaces the similar information found under the heading "FMR and Its           
Affiliates" in the "Charter" section.                                           
Richard C. Habermann is vice president and lead manager of VIPII:               
Asset Manager Portfolio and Asset Manager: Growth Portfolio. He has             
managed the funds since March 1996. He also manages several other               
Fidelity funds. Previously, Mr. Habermann was chief investment officer          
for Fidelity International, Ltd., from 1991 to 1993, and division head          
for international equities and director of international research,              
from 1993 to 1996. Mr. Habermann joined Fidelity in 1968.                       
Steve Snider is manager of the equity investments of VIP II: Asset              
Manager Portfolio and Asset Manager: Growth Portfolio, which he has             
managed since October 1997. He also manages trust accounts for                  
Fidelity Management Trust Company (FMTC). Mr. Snider joined Fidelity            
in 1992 as a quantitative analyst. Since then, he has worked as a               
manager and a Vice President for FMTC.                                          
Barry Jay Coffman is manager and vice president of VIP: High Income             
Portfolio, which he has managed since August 1990. Mr. Coffman also             
assists on Fidelity Puritan Fund. Previously, he served as an                   
assistant manager and analyst for the high yield bond group. Before             
joining Fidelity in 1986, Mr. Coffman was an analyst for Equitable              
Capital Management and was a senior auditor at Arthur Anderson &                
Company.                                                                        
William Danoff is manager and vice president of VIP II: Contrafund              
Portfolio, which he has managed since January 1995. Mr. Danoff also             
manages Fidelity Contrafund, which he has managed since October 1990.           
Previously, he managed Select Retailing Portfolio and assisted on               
Magellan. Mr. Danoff joined Fidelity in 1986 as an equity analyst.              
Stephen Petersen is Vice President and manager of VIP: Equity Income            
Portfolio, which he has managed since January 1997. He also manages             
Fidelity Balanced Fund, which he has managed since March 1996 and is            
Vice President and manager of Fidelity Equity-Income Fund, which he             
has managed since July 1993. Since joining Fidelity in 1980, Mr.                
Petersen has worked as an analyst and manager.                                  
Jennifer Uhrig is Vice President and manager of VIP: Growth Portfolio,          
which she has managed since January 1997. She also manages Advisor              
Equity Growth Fund, which she has managed since January 1997. Since             
joining Fidelity in 1987, Ms. Uhrig has worked as an analyst and                
manager.                                                                        
Richard R. Mace, Jr. is manager and vice president of VIP: Overseas             
Portfolio which he has managed since March 1996. He is also manager of          
Fidelity Overseas Fund, Fidelity Advisor Overseas Fund, Fidelity                
Advisor Annuity Overseas Fund, Fidelity Global Balanced Fund, and               
Fidelity International Value Fund. Previously, he managed Fidelity              
International Growth & Income Fund, Select Transportation, Select               
Industrial Materials and Select Chemical Portfolios. Mr. Mace joined            
Fidelity in August 1987.                                                        
George A. Vanderheiden is manager and vice president of VIP III:                
Growth Opportunities Portfolio, which he has managed since January              
1995. Mr. Vanderheiden also manages Advisor Growth Opportunities,               
Destiny I and Destiny II, and the equity investments of Asset Manager,          
Asset Manager: Growth, and Asset Manager: Income Fund. He is a                  
managing director of FMR Corp., and leader of the growth group. Mr.             
Vanderheiden joined Fidelity in 1971.                                           
Charles Morrison is manager of the fixed-income investments of VIP II:          
Asset Manager Portfolio and Asset Manager: Growth Portfolio, which he           
has managed since February 1997. He also manages several other                  
Fidelity funds. Prior to joining Fidelity in 1987, Mr. Morrison has             
worked as an analyst and manager.                                               
Beth Terrana is manager and vice president of VIP III: Growth & Income          
Portfolio, which she has managed since the fund commenced operations.           
She also manages Fidelity Fund. Since joining Fidelity in 1983, Ms.             
Terrana has worked as a portfolio manager.                                      
Bettina Doulton is lead manager and vice president of VIP III:                  
Balanced Portfolio which she has managed since March 1996. Ms. Doulton          
also manages Fidelity Advisor Balanced Fund and co-manages Fidelity             
Puritan Fund. She previously managed Fidelity Value Fund, Fidelity              
Advisor Equity-Income Fund, VIP: Equity-Income Portfolio and Fidelity           
select Automotive Portfolio. Ms. Doulton joined Fidelity in 1986.               
Kevin E. Grant is manager of VIP: Investment Grade Bond Portfolio,              
which he has managed since February 1997, and is vice president of the          
VIP III: Balanced Portfolio and manager of its fixed-income                     
investments since March 1996. He co-manages Fidelity Advisor Balanced           
Fund, Fidelity Balanced Fund, Fidelity Puritan Fund, and Fidelity               
Advisor Strategic Income Fund. He also manages Fidelity Ginnie Mae              
Fund, Fidelity Mortgage Securities Fund, Fidelity Advisor Limited Term          
Bond Fund and Spartan Ginnie Mae Fund. Mr. Grant joined Fidelity in             
1993 as manager of Fidelity Mortgage Securities Fund. He is a former            
vice president and chief strategist for mortgage-backed securities at           
Morgan Stanley. Previously, Mr. Grant served as an investment director          
at Aetna Bond Investors.                                                        
John Todd is vice president and manager of the short-term and money             
market investments of VIP II: Asset Manager Portfolio and VIP II:               
Asset Manager: Growth Portfolio, which he has managed since December            
1996. He also manages several other Fidelity funds. Mr. Todd joined             
Fidelity in 1981.                                                               
The following information supplements information found under the               
heading "FMR and Its Affiliates" in the "Charter" section.                      
John Avery is associate manager of VIP III: Balanced Portfolio, which           
he has managed since September 1997. He also manages another Fidelity           
fund. Mr. Avery joined Fidelity as an analyst in 1995. Previously, he           
was an analyst for Putnam Investments from 1993 to 1994. Mr. Avery              
received his MBA from The Wharton School at the University of                   
Pennsylvania in 1993.                                                           
The following information supplements the disclosure found under the            
section "Investment Principles and Risks" in the Portfolios'                    
Prospectus.                                                                     
Fidelity Management & Research Company normally invests each fund's             
assets according to its investment strategy. High Income,                       
Equity-Income, Growth, Overseas, Asset Manager, Asset Manager: Growth,          
Index 500, Contrafund, Balanced, Growth & Income and Growth                     
Opportunities Portfolios also reserve the right to invest without               
limitation in preferred stocks and investment-grade bond debt                   
instruments for temporary, defensive purposes.                                  
Investment Grade Bond Portfolio reserves the right to invest without            
limitation in investment-grade money market instruments or short-term           
debt instruments for temporary, defensive purposes.                             
The following information supplements disclosure for Index 500                  
portfolio.                                                                      
SHAREHOLDER MEETING. On or about November 19, 1997, a shareholder               
meeting will be held to consider the adoption of a sub-advisory                 
agreement with Bankers Trust Company (BT), to consider amendments to            
the fund's present management contract and to consider another                  
proposal. If shareholders of record on September 22, 1997 approve the           
sub-advisory agreement and the amended management contract, Fidelity            
Management & Research Company (FMR) would continue to serve as the              
fund's manager and investment adviser, but would delegate part of its           
duties to BT. As sub-advisor, BT would have day-to-day                          
responsibilities for managing the fund's investments. BT would also             
provide custodial and securities lending services to the fund. FMR              
would be responsible for overseeing BT's performance and would retain           
its other management responsibilities, subject to oversight by the              
Board of Trustees. All other fund services, including shareholder               
account services, would be unchanged.                                           
The proposed amendment to the fund's management contract with FMR               
would amend the contract to allow for the appointment of a sub-advisor          
to the fund and to reduce the management fee rate from an annual rate           
of 0.28% of the fund's average net assets to an annual rate of 0.24%            
of the fund's average net assets.                                               
BT is a major institutional money manager and one of the nation's               
leading managers of index funds with over 20 years' experience in               
managing investments indexed to the S&P 500(registered trademark) and           
other indices. BT's commitment to the specialized area of index                 
account management allows it to provide index fund portfolio                    
management services at a lower cost than if FMR provided these                  
services itself.                                                                
If you wish to receive a proxy statement, please call 1-800-843-3001.           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘497’ Filing		Date		Other Filings
		11/19/97		DEF 14A,  PRE 14A
		10/1/97
		9/22/97		DEF 14A
Filed on:		9/15/97
		4/30/97		485BPOS
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