<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Variable Insurance Products Trust
(Name of Registrant)
File No. 2-75010
</PAGE>
<PAGE>
FILE NO. 2-75010
Fidelity Variable Insurance Products Trust
: Variable Insurance Products Fund: Equity Income Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
68,815,564 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
68,815,564 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
68,815,564
$
1,048,772,904
Redemptions:
(12,882,315)
$
(192,914,992)
Net Sales Pursuant to Rule 24f-2:
55,933,249
$
855,857,912
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $295,125.48
Fidelity Variable Insurance Products Trust
:
Variable Insurance Products Fund: Equity Income Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75010
Fidelity Variable Insurance Products Trust
: Variable Insurance Products Fund: Growth Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
60,676,019 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
60,676,019 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
60,676,019
$
1,289,938,019
Redemptions:
(25,920,211)
$
(549,819,377)
Net Sales Pursuant to Rule 24f-2:
34,755,808
$
740,118,642
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $255,215.11
Fidelity Variable Insurance Products Trust
:
Variable Insurance Products Fund: Growth Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75010
Fidelity Variable Insurance Products Trust
: Variable Insurance Products Fund: High Income Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
45,102,882 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
45,102,882 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
45,102,882
$
498,543,147
Redemptions:
(34,899,979)
$
(385,629,739)
Net Sales Pursuant to Rule 24f-2:
10,202,903
$
112,913,408
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $38,935.93
Fidelity Variable Insurance Products Trust
:
Variable Insurance Products Fund: High Income Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75010
Fidelity Variable Insurance Products Trust
: Variable Insurance Products Fund: Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
1,187,546,448 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,187,546,448 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,187,546,448
$
1,187,546,448
Redemptions:
(817,822,836)
$
(817,822,836)
Net Sales Pursuant to Rule 24f-2:
369,723,612
$
369,723,612
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $127,491.79
Fidelity Variable Insurance Products Trust
:
Variable Insurance Products Fund: Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-75010
Fidelity Variable Insurance Products Trust
: Variable Insurance Products Fund: Overseas Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
62,240,900 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
62,240,900 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
62,240,900
$
1,000,905,405
Redemptions:
(29,967,241)
$
(477,688,222)
Net Sales Pursuant to Rule 24f-2:
32,273,659
$
523,217,183
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $180,420.98
Fidelity Variable Insurance Products Trust
:
Variable Insurance Products Fund: Overseas Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
February 15, 1995
Mr. John H. Costello
Assistant Treasurer
Variable Insurance Products Fund
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Variable Insurance Products Fund (the "Trust"), formerly Fidelity
Cash Reserves II, is a Massachusetts business trust created under a
written Declaration of Trust dated, executed and delivered in
Boston, Massachusetts on November 13, 1981. The name of the
Trust was changed to Variable Insurance Products Fund by an
Amended and Restated Declaration of Trust dated and executed on
July 31, 1985 and delivered in Boston, Massachusetts on August
13, 1985. The Declaration of Trust has been supplemented on two
occasions since its original execution. The first supplement to the
Declaration of Trust, was dated and executed on January 2, 1987
and delivered in Boston, Massachusetts on January 13, 1987. The
second supplement to the Declaration of Trust was dated and
executed on January 1, 1990 and delivered in Boston,
Massachusetts on January 11, 1990.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes as the
Trustees shall from time to time create and establish. The number
of Shares is unlimited and each Share shall be without par value and
shall be fully paid and nonassessable. The Trustees shall have full
power and authority, in their sole discretion and, so far as provided
in the Declaration of Trust, without obtaining any prior
authorization or vote of the Shareholders or of any Series or class
of Shareholders of the Trust, to create and establish (and to change
in any manner) Shares or any Series or classes thereof with such
preferences, voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine the Shares
or any Series or classes thereof into a greater or lesser number, to
classify or reclassify any issued Shares into one or more Series or
classes of Shares, to abolish any one or more Series or classes of
Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments
in the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided under Article X, Section 3. After the
date of the initial contribution of capital, the number of Shares to
represent the initial contribution may in the Trustees' discretion be
considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of the
Trust. Subsequent investments in the Trust shall be credited to
each Shareholder's account in the form of full Shares at the Net
Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investment in the Trust,
and (b) issue fractional shares.
By a vote adopted on November 13, 1981, and amended on
February 22, 1985, the Board of Trustees authorized the issue and
sale, from time to time, of an unlimited number of shares of
beneficial interest of the Trust in accordance with the terms
included in the Registration Statement and subject to the limitations
of the Declaration of Trust and any Amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 1,424,381,813 Shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended
December 31, 1994.
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares, has been duly taken, and that all the Shares
were legally and validly issued, and are fully paid and nonassessable
except as described in the Trust's Prospectus and Statement of
Additional Information dated April 30, 1994 under the heading
"Shareholder and Trustee Liability." In rendering this opinion, I
rely on the representation by the Trust that it or its agent received
consideration for the Shares in accordance with the Trust's
Declaration of Trust and I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or
applicable state "Blue Sky" or securities laws in connection with
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 notice
which you are about to file under the 1940 Act with said
Commission.
Sincerely,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
