SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO 2-75010)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 34 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [x]
Amendment No. [ ]
Variable Insurance Products Fund
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Office)
Registrant's Telephone Number, Including Area Code 617-570-7000
Arthur S. Loring, Secretary, 82 Devonshire St., Boston, MA 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
(x) Immediately upon filing pursuant to paragraph (b)
( ) On [ ], pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) On [ ], pursuant to paragraph (a)(i) of Rule 485
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) On [date] pursuant to paragraph (a)(ii) of Rule 485
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and has filed the Notice required by such
Rule on February 28, 1997.
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File Nos. (2-75010 and 811-3329) (2-75010 and 811-3329)
Post-Effective Amendment No. 34_
This Post-Effective Amendment No. 34 (File Nos. 2-75010 and 811-3329)
incorporates by reference the Cross-Reference Pages, Parts A and B of the
Trust's Post-Effective Amendment No. 33 (File Nos..2-75010 and 811-3329)
filed with the Securities and Exchange Commission on April 23, 1997, into
this Post-Effective Amendment..
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PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) 1. The Financial Statements and Financial Highlights, included in the
Annual Report, for Variable Insurance Products Fund: Money Market
Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio
and Overseas Portfolio for the fiscal year ended December 31, 1996, are
incorporated herein by reference into the Statement of Additional
Information and were filed on February 28, 1997, for Variable Insurance
Products Fund (File No. 811-3329) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
2. The Financial Statements and Financial Highlights, included in the
Annual Report, for Variable Insurance Products Fund II: Investment Grade
Bond Portfolio, Asset Manager Portfolio, Index 500 Portfolio, Contrafund
Portfolio, and Asset Manager: Growth Portfolio for the fiscal year ended
December 31, 1996, are incorporated herein by reference into the Statement
of Additional Information and were filed on February 28, 1997, for Variable
Insurance Products Fund II (File No. 811-5511) pursuant to Rule 30d-1 under
the Invest
ment Company Act of 1940 and are incorporated herein by reference.
3. The Financial Statements and Financial Highlights, included in the
Annual Report, for Variable Insurance Products Fumnd III: Growth
Opportunities Portfolio, Growth & Income Portfolio and Balanced Portfolio
for the fiscal year ended December 31, 1996, are incorporated herein by
reference into the Statement of Additional Information and were filed on
February 28, 1997, for Varible Insurance Products Fund III (File No.
811-7205) pursuant to Rule 30d-1 under the Investment Company Act of 1940
and are incorporated herein by reference.
(b) Exhibits:
(1) (a) Amended and Restated Declaration of Trust, dated July 31, 1985, is
incorporated by reference to Exhibit 1 (a) to Post-Effective Amendment No.
32..
(b) Supplement to the Declaration of Trust, dated January 2, 1987, is
incorporated by reference to Exhibit 1 (b) to Post-Effective Amendment No.
32.
(c) Supplement to the Declaration of Trust, dated January 1, 1990, is
incorporated by reference to Exhibit 1 (c) to Post-Effective Amendment No.
32.
(2) Bylaws of Variable Insurance Products Fund, as amended, are
incorporated herein by reference to Exhibit 2(a) to Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(3) Not applicable.
(4) Not applicable.
(5) (a) Management Contract between Equity-Income Portfolio and Fidelity
Management & Research Company, dated January 1, 1993, is incorporated by
refernce to Exhibit 5 (a) to Post-Effective Amendment No. 32..
(b) Management Contract between Growth Portfolio and Fidelity Management
& Research Company, dated January 1, 1993, is incorporated by reference to
Exhibit 5 (b) to Post-Effective Amendment No. 32..
(c) Management Contract between Overseas Portfolio and Fidelity
Management & Research Company, dated January 1, 1993, is incorporated by
refernce to Exhibit 5 (c) to Post-Effective Amendment No. 32.
(d) Sub-Advisory Agreement between Fidelity Management & Research
Company and FMR Texas Inc. on behalf of Money Market Portfolio, dated
January 1, 1990, is incorporated by refernce to Exhibit 5 (d) to
Post-Effective Amendment No. 32.
(e) Sub-Advisory Agreement among Fidelity Management & Research Company,
Fidelity Management & Research (U.K.) Inc. and Variable Insurance Products
Fund on behalf of Overseas Portfolio, dated April 1, 1992, is incorporated
by reference to Exhibit No. 5 (e) to Post-Effective Amendment No. 32.
(f) Sub-Advisory Agreement among Fidelity Management & Research Company,
Fidelity Management & Research (Far East) Inc. and Variable Insurance
Products Fund on behalf of Overseas Portfolio, dated April 1, 1992, is
incorporated by reference to Exhibit 5 (f) to Post-Effective Amendment No.
32.
(g) Sub-Advisory Agreement among Fidelity Management & Research Company,
Fidelity International Investment Advisors and Variable Insurance Products
Fund on behalf of Overseas Portfolio, dated April 1, 1992, is incorporated
by reference to Exhibit No. 5 (g) to Post-Effective Amendment No. 32.
(h) Sub-Advisory Agreement between Fidelity International Investment
Advisors and Fidelity International Investment Advisors (U.K.) Limited on
behalf of Overseas Portfolio, dated April 1, 1992, is incorporated by
reference to Exhibit 5 (h) to Post-Effective Amendment No. 32.
(i) Management Contract between Money Market Portfolio and Fidelity
Management & Research Company, dated January 1, 1994, is incorporated
herein by reference to Exhibit 5(q) to Post-Effective Amendment No. 28.
(j) Management Contract between High Income Portfolio and Fidelity
Management & Research Company, dated January 1, 1994, is incorporated
herein by reference to Exhibit 5(r) to Post-Effective Amendment No. 28.
(k) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (U.K.) Inc. on behalf of High
Income Portfolio, dated January 1, 1994, is incorporated herein by
reference to Exhibit 5(s) to Post-Effective No. 28.
(t) Sub-Advisory Agreement between Fidelity Management & Research
Company and Fidelity Management & Research (Far East) Inc. on behalf of
High Income Portfolio, dated January 1, 1994, is incorporated herein by
reference to Exhibit 5(t) to Post-Effective No. 28.
(6) (a) Amended General Distribution Agreement between Money Market
Portfolio and Fidelity Distributors Corporation, dated April 1, 1987, is
incorporated by refernce to Exhibit 6 (a) to Post-Effective Amendment No.
32.
(b) Amended General Distribution Agreement between High Income Portfolio
and Fidelity Distributors Corporation, dated April 1, 1987, is incorporated
by reference to Exhibit No. 6 (b) to Post-effective Amendment No. 32.
(c) Amended General Distribution Agreement between Equity-Income Portfolio
and Fidelity Distributors Corporation, dated April 1, 1987, is incorporated
by reference to Exhibit No. 6 (c) to Post-Effective Amendment No. 32.
(d) Amended General Distribution Agreement between Growth Portfolio and
Fidelity Distributors Corporation, dated April 1, 1987, is incorporated by
reference to Exhibit 6 (d) to Post-Effective Amendment No. 32.
(e) Amended General Distribution Agreement between Overseas Portfolio and
Fidelity Distributors Corporation, dated April 1, 1987, is incorporated by
reference to Exhibit 6 (e) to Post-Effective Amendment No. 32.
(f) Amendment to General Distribution Agreement between Money Market, High
Income, Equity-Income, Growth and Overseas Portfolios and Fidelity
Distributors Corporation, dated January 1, 1988, is incorporated by
reference to Exhibit No. 6 (f) to Post-Effective Amendment No. 32.
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective August 1, 1993, is incorporated herein by
reference to Exhibit 7 to Fidelity Union Street Trust's Post-Effective
Amendment No. 87 (File No. 2-50318).
(8) (a) Custodian Agreement and Appendix C, dated December 1, 1994, between
The Bank of New York and Variable Insurance Products Fund on behalf of
Money Market Portfolio and High Income Portfolio is incorporated herein by
reference to Exhibit 8(a) of Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
(b) Appendix A, dated September 14, 1995, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and Variable Insurance
Products Fund on behalf of Money Market Portfolio and High Income Portfolio
is incorporated herein by reference to Exhibit 8(d) of Fidelity Charles
Street Trust's Post-Effective Amendment No. 54 (File No. 2-73133).
(c) Appendix B, dated September 14, 1995, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Variable Insurance
Products Fund on behalf of Money Market Portfolio and High Income Portfolio
is incorporated herein by reference to Exhibit 8(e) of Fidelity Charles
Street Trust's Post-Effective Amendment No. 54 (File No. 2-73133).
(d) Custodian Agreement, Appendix A, and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and Variable Insurance Products Fund
on behalf of Equity-Income Portfolio and Overseas Portfolio is incorporated
herein by reference to Exhibit 8(a) of Fidelity Investment Trust's
Post-Effective Amendment No. 59 (File No. 2-90649).
(e) Appendix B, dated September 14, 1995, to the Custodian Agreement,
dated August 1, 1994, between The Chase Manhattan Bank, N.A. and Variable
Insurance Products Fund on behalf of Equity-Income Portfolio and Overseas
Portfolio is incorporated herein by reference to Exhibit 8(b) of Fidelity
Charles Street Trust's Post-Effective Amendment No. 54 (File No. 2-73133).
(f) Custodian Agreement and Appendix C, dated September 1, 1994, between
Brown Brothers Harriman & Company and Variable Insurance Products Fund on
behalf of Growth Portfolio is incorporated herein by reference to Exhibit
8(a) of Fidelity Commonwealth Trust's Post-Effective Amendment No. 56 (File
No. 2-52322).
(g) Appendix A, dated September 14, 1995, to the Custodian Agreement,
dated September 1, 1994, between Brown Brothers Harriman & Company and
Variable Insurance Products Fund on behalf of Growth Portfolio is
incorporated herein by reference to Exhibit 8(b) of Fidelity Mt. Vernon
Street Trust's Post-Effective Amendment No. 33 (File No. 2-79755).
(h) Appendix B, dated September 14, 1995, to the Custodian Agreement,
dated September 1, 1994, between Brown Brothers Harriman & Company and
Variable Insurance Products Fund on behalf of Growth Portfolio is
incorporated herein by reference to Exhibit 8(b) of Fidelity Capital
Trust's Post-Effective Amendment No. 63 (File No. 2-61760).
(9) None.
(10) Not applicable.
(11)(a) Consent of Coopers & Lybrand L.L.P. is incorporated by reference to
Exhibit 11 (a) to Post-Effective Amendment No. 33.
(11)(b) Consent of Price Waterhouse LLP is incorporated by reference to
Exhibit 11(b) to Post-Effective Amendment No. 33.
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for Money
Market Portfolio is filed incorporated by reference to Exhibit 15 (a) to
Post-Effective Amendment No. 32.
(b) Distribution and Service Plan pursuant to Rule 12b-1 for High Income
Portfolio is incorporated by reference to Exhibit 15 (b) to Post-Effective
Amendment No. 32.
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Equity-Income
Portfolio is incorporated by reference to Exhibit 15 (c) to Post-Effective
Amendment No. 32.
(d) Distribution and Service Plan pursuant to Rule 12b-1 for Growth
Portfolio is incorporated by reference to Exhibit 15 (d) to Post-Effective
Amendment No. 32.
(e) Distribution and Service Plan pursuant to Rule 12b-1 for Overseas
Portfolio is incorporated by reference to Exhibit 15 (e) to Post-Effective
Amendment No. 32.
(16) Schedule for Computation of performance quotations (using Money
Market Portfolio as an example for a 7-day yield and total return and High
Income Portfolio as an example for a 30-day yield) is incorporated by
reference to Exhibit 16 to Post-Effective Amendment No. 32.
(a) A schedule for the computation of a moving average (using
Equity-Income as an example) was filed as Exhibit 16(a) to Post-Effective
No. 29.
(17) Financial Data Schedules are filed herein as Exhibit 17.
(18) Not Applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
The Board of Trustees of Registrant is the same as the Board of Trustees
of other funds advised by Fidelity Management & Research Company ("FMR").
In addition, the officers of these portfolios are substantially identical.
Registrant takes the position that it is not under common control with any
of the above portfolios since the power residing in the respective
companies, boards and officers arises in each instance as the result of an
official position with the respective funds.
Item 26. Number of Holders of Securities
March 31, 1997
Title of Securities Number of Record Holders
Shares of Beneficial Interest
Money Market Portfolio: 65
High Income Portfolio: 81
Equity-Income Portfolio: 110
Growth Portfolio: 112
Overseas Portfolio: 93
Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit, or
proceeding in which he is involved by virtue of his service as a Trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However, the
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the
obligations and duties under the Distribution Agreement.
Pursuant to the agreement by which Fidelity Service Company ("Service") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other than the
Registrant, which names the Transfer Agent and/or the Registrant as a party
and is not based on and does not result from the Transfer Agent's willful
misfeasance, bad faith, negligence or reckless disregard of its duties, and
arises out of or in connection with the Transfer Agent's performance under
the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of the Transfer
Agent's acting in reliance upon advice reasonably believed by the Transfer
Agent to have been given by counsel for the Registrant, or as a result of
the Transfer Agent's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
Edward C. Johnson 3d Chairman of the Executive Committee of FMR;
President and Chief Executive Officer of FMR Corp.;
Chairman of the Board and Director of FMR, FMR
Corp., FMR Texas Inc., FMR (U.K.) Inc., and FMR
(Far East) Inc.; Chairman of the Board and
Representative Director of Fidelity Investments Japan
Limited; President and Trustee of funds advised by
FMR.
J. Gary Burkhead President and Director of FMR, FMR Texas Inc., FMR
(U.K.) Inc., and FMR (Far East) Inc.; Managing
Director of FMR Corp.; Senior Vice President and
Trustee of funds advised by FMR.
Peter S. Lynch Vice Chairman of the Board and Director of FMR.
Marta Amieva Vice President of FMR.
Dwight D. Churchill Vice President of FMR.
John D. Crumrine Assistant Treasurer of FMR, FMR (U.K.) Inc., FMR
(Far East) Inc., and FMR Texas Inc.; Vice President
and Treasurer of FMR Corp.
William Danoff Vice President of FMR and of a fund advised by FMR.
Scott E. DeSano Vice President of FMR.
Craig P. Dinsell Vice President of FMR.
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
George C. Domolky Vice President of FMR.
Larry A. Domash Vice President of FMR.
Bettina Doulton Vice President of FMR and of funds advised by FMR.
Margaret L. Eagle Vice President of FMR and a fund advised by FMR.
Richard B. Fentin Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Gregory Fraser Vice President of FMR and of a fund advised by FMR.
Jay Freedman Assistant Clerk of FMR; Clerk of FMR Corp., FMR
(U.K.) Inc., and FMR (Far East) Inc.; Secretary of
FMR Texas Inc.
Robert Gervis Vice President of FMR.
David L. Glancy Vice President of FMR and of a fund advised by FMR.
Kevin E. Grant Vice President of FMR and of funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
Boyce I. Greer Vice President of FMR.
Bart Grenier Vice President of FMR.
Robert Haber Vice President of FMR.
Richard C. Habermann Senior Vice President of FMR; Vice President of funds
advised by FMR.
William J. Hayes Senior Vice President of FMR; Vice President of
Equity funds advised by FMR.
Richard Hazlewood Vice President of FMR and of a fund advised by FMR.
Fred L. Henning Jr. Senior Vice President of FMR; Vice President of
Fixed-Income funds advised by FMR.
John R. Hickling Vice President of FMR and of a fund advised by FMR.
Robert F. Hill Vice President of FMR; Director of Technical
Research.
Curt Hollingsworth Vice President of FMR and of funds advised by FMR.
Abigail P. Johnson Vice President of FMR and of a fund advised by FMR.
Stephen P. Jonas Vice President of FMR; Treasurer of FMR, FMR
(U.K.) Inc., FMR (Far East) Inc., and FMR Texas Inc.
David B. Jones Vice President of FMR.
Steven Kaye Vice President of FMR and of a fund advised by FMR.
Francis V. Knox Vice President of FMR; Compliance Officer of FMR
(U.K.) Inc.
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David P. Kurrasch Vice President of FMR.
Robert A. Lawrence Senior Vice President of FMR; Vice President of High
Income funds advised by FMR.
Alan Leifer Vice President of FMR.
Harris Leviton Vice President of FMR and of a fund advised by FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Arthur S. Loring Senior Vice President, Clerk, and General Counsel of
FMR; Vice President/Legal, and Assistant Clerk of
FMR Corp.; Secretary of funds advised by FMR.
Richard R. Mace Jr. Vice President of FMR and of funds advised by FMR.
Malcolm W. MacNaught II Vice President of FMR and of a fund advised by FMR.
Robert H. Morrison Vice President of FMR; Director of Equity Trading.
David L. Murphy Vice President of FMR and of funds advised by FMR.
Jacques Perold Vice President of FMR.
Anne Punzak Vice President of FMR.
Kenneth A. Rathgeber Vice President of FMR; Treasurer of funds advised by
FMR.
Lee H. Sandwen Vice President of FMR.
Patricia A. Satterthwaite Vice President of FMR and of a fund advised by FMR.
Thomas T. Soviero Vice President of FMR and of a fund advised by FMR.
Richard Spillane Vice President of FMR; Senior Vice President and
Director of Operations and Compliance of FMR (U.K.)
Inc.
Robert E. Stansky Senior Vice President of FMR; Vice President of a
fund advised by FMR.
Thomas Sweeney Vice President of FMR and of a fund advised by FMR.
Beth F. Terrana Senior Vice President of FMR; Vice President of a
fund advised by FMR.
Yoko Tilley Vice President of FMR.
Joel C. Tillinghast Vice President of FMR and of a fund advised by FMR.
Robert Tuckett Vice President of FMR.
Jennifer Uhrig Vice President of FMR and of funds advised by FMR.
George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR.
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(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company. The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
Edward C. Johnson 3d Chairman of the Board and Director of FMR U.K.,
FMR, FMR Corp., FMR Texas Inc., and FMR (Far
East) Inc.; Chairman of the Executive Committee of
FMR; President and Chief Executive Officer of FMR
Corp.; Chairman of the Board and Representative
Director of Fidelity Investments Japan Limited;
President and Trustee of funds advised by FMR.
J. Gary Burkhead President and Director of FMR U.K., FMR, FMR (Far
East) Inc., and FMR Texas Inc.; Managing Director of
FMR Corp.; Senior Vice President and Trustee of
funds advised by FMR.
Richard Spillane Senior Vice President and Director of Operations and
Compliance of FMR U.K.; Vice President of FMR.
Stephen P. Jonas Treasurer of FMR U.K., FMR, FMR (Far East) Inc.,
and FMR Texas Inc.; Vice President of FMR.
John D. Crumrine Assistant Treasurer of FMR U.K., FMR, FMR (Far
East) Inc., and FMR Texas Inc.; Vice President and
Treasurer of FMR Corp.
Francis V. Knox Compliance Officer of FMR U.K.; Vice President of
FMR.
Jay Freedman Clerk of FMR U.K., FMR (Far East) Inc., and FMR
Corp.; Assistant Clerk of FMR; Secretary of FMR
Texas Inc.
(3) FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC. (FMR FAR EAST)
Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan
FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
Edward C. Johnson 3d Chairman of the Board and Director of FMR Far
East, FMR, FMR Corp., FMR Texas Inc., and
FMR (U.K.) Inc.; Chairman of the Executive
Committee of FMR; President and Chief
Executive Officer of FMR Corp.; Chairman of
the Board and Representative Director of
Fidelity Investments Japan Limited; President
and Trustee of funds advised by FMR.
J. Gary Burkhead President and Director of FMR Far East, FMR
Texas Inc., FMR, and FMR (U.K.) Inc.;
Managing Director of FMR Corp.; Senior Vice
President and Trustee of funds advised by FMR.
William R. Ebsworth Vice President of FMR Far East; Director of
FIIA.
Bill Wilder Vice President of FMR Far East; President and
Representative Director of Fidelity Investments
Japan Limited.
Stephen P. Jonas Treasurer of FMR Far East, FMR, FMR (U.K.)
Inc., and FMR Texas Inc.; Vice President of
FMR.
John D. Crumrine Assistant Treasurer of FMR Far East, FMR,
FMR (U.K.) Inc., and FMR Texas Inc.; Vice
President and Treasurer of FMR Corp.
Jay Freedman Clerk of FMR Far East, FMR (U.K.) Inc., and
FMR Corp.; Assistant Clerk of FMR; Secretary
of FMR Texas Inc.
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' respective
custodian: The Bank of New York, 110 Washington Street, New York, N.Y.;
The Chase Manhattan Bank, 1211 Avenue of the Americas, New York, N.Y.; and
Brown Brothers Harriman & Co., 40 Water Street, Boston, MA.
Item 31. Management Services - Not applicable.
Item 32. Undertakings
The Registrant on behalf of Money Market Portfolio, High Income Portfolio,
Equity-Income Portfolio, Growth Portfolio and Overseas Portfolio,
undertakes (1) to call a meeting of shareholders for the purpose of voting
upon the questions of removal of a trustee or trustees, when requested to
do so by record holders of not less than 10% of its outstanding shares; and
(2) to assist in communications with other shareholders pursuant to Section
16(c)(1) and (2), whenever shareholders meeting the qualifications set
forth in Section 16(c) seek the opportunity to communicate with other
shareholders with a view toward requesting a meeting.
The Registrant,on behalf of High Income Portfolio, Equity-Income
Portfolio, Growth Portfolio and Overseas Portfolio, provided the
information required by Item 5A is contained in the annual report,
undertakes to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 34 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 16th day
of May 1997.
VARIABLE INSURANCE PRODUCTS FUND
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
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/s/Edward C. Johnson 3d (dagger) President and Trustee May 16, 1997
Edward C. Johnson 3d (Principal Executive Officer)
/s/Kenneth A. Rathgeber * Treasurer May 16, 1997
Kenneth A. Rathgeber
/s/J. Gary Burkhead Trustee May 16, 1997
J. Gary Burkhead
/s/Ralph F. Cox ** Trustee May 16, 1997
Ralph F. Cox
/s/Phyllis Burke Davis ** Trustee May 16, 1997
Phyllis Burke Davis
/s/E. Bradley Jones ** Trustee May 16, 1997
E. Bradley Jones
/s/Donald J. Kirk ** Trustee May 16, 1997
Donald J. Kirk
/s/Peter S. Lynch ** Trustee May 16, 1997
Peter S. Lynch
/s/Marvin L. Mann ** Trustee May 16, 1997
Marvin L. Mann
/s/William O. McCoy ** Trustee May 16, 1997
William O. McCoy
/s/Gerald C. McDonough ** Trustee May 16, 1997
Gerald C. McDonough
/s/Thomas R. Williams ** Trustee May 16, 1997
Thomas R. Williams
</TABLE>
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated January 3, 1997 and filed herewith.
* Signature affixed by John H. Costello pursuant to a power of attorney
dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 19, 1996 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee, or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Plans Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Union Street Trust II
Fidelity Exchange Fund Fidelity Yen Performance Portfolio, L.P.
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
J. Gary Burkhead my true and lawful attorney-in-fact, with full power of
substitution, and with full power to him to sign for me and in my name in
the appropriate capacity, all Registration Statements of the Funds on Form
N-1A, Form N-8A, Form N-8B-2, or any successor thereto, any and all
subsequent Amendments, Pre-Effective Amendments, or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof. This power of
attorney is effective for all documents filed on or after January 3, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d January 3, 1997
Edward C. Johnson 3d
POWER OF ATTORNEY
I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
John H. Costello and John E. Ferris each of them singly my true and lawful
attorneys-in-fact, with full power of substitution, and with full power to
each of them to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration Statements on
Form N-1A or any successor thereto, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorneys-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorneys-in-fact or their substitutes may do or cause to be done by virtue
hereof. This power of attorney is effective for all documents filed on or
after January 1, 1997.
WITNESS my hand on the date set forth below.
/s/Kenneth A. Rathgeber__________ December 19, 1996
Kenneth A. Rathgeber
POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as Directors, Trustees, or General Partners
(collectively, the "Funds"), hereby constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Stephanie A. Djinis, Robert C. Hacker, Thomas M.
Leahey, Richard M. Phillips, and Dana L. Platt, each of them singly, our
true and lawful attorneys-in-fact, with full power of substitution, and
with full power to each of them, to sign for us and in our names in the
appropriate capacities, all Registration Statements of the Funds on Form
N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact
deems necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorneys-in-fact or their substitutes may
do or cause to be done by virtue hereof. This power of attorney is
effective for all documents filed on or after January 1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.
/s/Edward C. Johnson 3d___________ /s/Peter S. Lynch________________
Edward C. Johnson 3d Peter S. Lynch
/s/J. Gary Burkhead_______________ /s/William O. McCoy______________
J. Gary Burkhead William O. McCoy
/s/Ralph F. Cox __________________ /s/Gerald C. McDonough___________
Ralph F. Cox Gerald C. McDonough
/s/Phyllis Burke Davis_____________ /s/Marvin L. Mann________________
Phyllis Burke Davis Marvin L. Mann
/s/E. Bradley Jones________________ /s/Thomas R. Williams ____________
E. Bradley Jones Thomas R. Williams
/s/Donald J. Kirk __________________
Donald J. Kirk
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356494
<NAME> Variable Insurance Products Fund
<SERIES>
<NUMBER> 11
<NAME> Money Market Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> year
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-END> dec-31-1996
<INVESTMENTS-AT-COST> 1,099,877
<INVESTMENTS-AT-VALUE> 1,099,877
<RECEIVABLES> 6,557
<ASSETS-OTHER> 20,039
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,126,473
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 318
<TOTAL-LIABILITIES> 318
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<PAID-IN-CAPITAL-COMMON> 1,126,169
<SHARES-COMMON-STOCK> 1,126,169
<SHARES-COMMON-PRIOR> 808,937
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (14)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,126,155
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 52,234
<OTHER-INCOME> 0
<EXPENSES-NET> 2,813
<NET-INVESTMENT-INCOME> 49,421
<REALIZED-GAINS-CURRENT> 49
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 49,470
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 49,421
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,994,408
<NUMBER-OF-SHARES-REDEEMED> 1,726,597
<SHARES-REINVESTED> 49,421
<NET-CHANGE-IN-ASSETS> 317,281
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (63)
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 1,949
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<GROSS-EXPENSE> 2,847
<AVERAGE-NET-ASSETS> 935,274
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .052
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .052
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<EXPENSE-RATIO> 30
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<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356494
<NAME> Variable Insurance Products Fund
<SERIES>
<NUMBER> 21
<NAME> High Income Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> year
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-END> dec-31-1996
<INVESTMENTS-AT-COST> 1,515,158
<INVESTMENTS-AT-VALUE> 1,566,122
<RECEIVABLES> 30,872
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,596,995
<PAYABLE-FOR-SECURITIES> 6,205
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,968
<TOTAL-LIABILITIES> 8,173
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,409,716
<SHARES-COMMON-STOCK> 126,885
<SHARES-COMMON-PRIOR> 86,302
<ACCUMULATED-NII-CURRENT> 113,174
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,968
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 50,964
<NET-ASSETS> 1,588,822
<DIVIDEND-INCOME> 14,137
<INTEREST-INCOME> 108,217
<OTHER-INCOME> 0
<EXPENSES-NET> 8,845
<NET-INVESTMENT-INCOME> 113,509
<REALIZED-GAINS-CURRENT> 15,836
<APPREC-INCREASE-CURRENT> 35,066
<NET-CHANGE-FROM-OPS> 164,411
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 81,894
<DISTRIBUTIONS-OF-GAINS> 16,023
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 89,105
<NUMBER-OF-SHARES-REDEEMED> 57,202
<SHARES-REINVESTED> 8,681
<NET-CHANGE-IN-ASSETS> 548,822
<ACCUMULATED-NII-PRIOR> 76,334
<ACCUMULATED-GAINS-PRIOR> 20,294
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,422
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,898
<AVERAGE-NET-ASSETS> 1,248,143
<PER-SHARE-NAV-BEGIN> 12.050
<PER-SHARE-NII> .927
<PER-SHARE-GAIN-APPREC> .643
<PER-SHARE-DIVIDEND> .920
<PER-SHARE-DISTRIBUTIONS> .180
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.520
<EXPENSE-RATIO> 71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356494
<NAME> Variable Insurance Products Fund
<SERIES>
<NUMBER> 31
<NAME> Equity-Income Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> year
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-END> dec-31-1996
<INVESTMENTS-AT-COST> 6,092,877
<INVESTMENTS-AT-VALUE> 6,954,001
<RECEIVABLES> 36,496
<ASSETS-OTHER> 1,687
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,992,184
<PAYABLE-FOR-SECURITIES> 22,508
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,586
<TOTAL-LIABILITIES> 31,094
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,393,182
<SHARES-COMMON-STOCK> 330,981
<SHARES-COMMON-PRIOR> 253,263
<ACCUMULATED-NII-CURRENT> 117,455
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 589,335
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 861,118
<NET-ASSETS> 6,961,090
<DIVIDEND-INCOME> 103,954
<INTEREST-INCOME> 46,819
<OTHER-INCOME> 0
<EXPENSES-NET> 33,314
<NET-INVESTMENT-INCOME> 117,459
<REALIZED-GAINS-CURRENT> 597,117
<APPREC-INCREASE-CURRENT> 90,993
<NET-CHANGE-FROM-OPS> 805,569
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,877
<DISTRIBUTIONS-OF-GAINS> 225,801
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 93,795
<NUMBER-OF-SHARES-REDEEMED> 28,467
<SHARES-REINVESTED> 12,390
<NET-CHANGE-IN-ASSETS> 2,081,655
<ACCUMULATED-NII-PRIOR> 8,997
<ACCUMULATED-GAINS-PRIOR> 216,939
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 4
<GROSS-EXPENSE> 34,734
<AVERAGE-NET-ASSETS> 5,963,975
<PER-SHARE-NAV-BEGIN> 19.270
<PER-SHARE-NII> .350
<PER-SHARE-GAIN-APPREC> 2.300
<PER-SHARE-DIVIDEND> .030
<PER-SHARE-DISTRIBUTIONS> .860
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<PER-SHARE-NAV-END> 21.030
<EXPENSE-RATIO> 58
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356494
<NAME> Variable Insurance Products Fund
<SERIES>
<NUMBER> 41
<NAME> Growth Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> year
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-END> dec-31-1996
<INVESTMENTS-AT-COST> 4,872,920
<INVESTMENTS-AT-VALUE> 6,077,854
<RECEIVABLES> 20,520
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<TOTAL-ASSETS> 6,098,375
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<TOTAL-LIABILITIES> 11,951
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,671,289
<SHARES-COMMON-STOCK> 195,423
<SHARES-COMMON-PRIOR> 142,576
<ACCUMULATED-NII-CURRENT> 41,405
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 168,796
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,204,934
<NET-ASSETS> 6,086,424
<DIVIDEND-INCOME> 44,216
<INTEREST-INCOME> 33,388
<OTHER-INCOME> 0
<EXPENSES-NET> 35,259
<NET-INVESTMENT-INCOME> 42,345
<REALIZED-GAINS-CURRENT> 186,714
<APPREC-INCREASE-CURRENT> 451,420
<NET-CHANGE-FROM-OPS> 680,479
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,769
<DISTRIBUTIONS-OF-GAINS> 297,173
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 87,784
<NUMBER-OF-SHARES-REDEEMED> 46,058
<SHARES-REINVESTED> 11,121
<NET-CHANGE-IN-ASSETS> 1,923,722
<ACCUMULATED-NII-PRIOR> 10,790
<ACCUMULATED-GAINS-PRIOR> 279,296
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 31,761
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 35,960
<AVERAGE-NET-ASSETS> 5,245,168
<PER-SHARE-NAV-BEGIN> 29.200
<PER-SHARE-NII> .220
<PER-SHARE-GAIN-APPREC> 3.820
<PER-SHARE-DIVIDEND> .080
<PER-SHARE-DISTRIBUTIONS> 2.020
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<PER-SHARE-NAV-END> 31.140
<EXPENSE-RATIO> 69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000356494
<NAME> Variable Insurance Products Fund
<SERIES>
<NUMBER> 51
<NAME> Overseas Portfolio
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Dec-31-1996
<INVESTMENTS-AT-COST> 1,459,022
<INVESTMENTS-AT-VALUE> 1,664,770
<RECEIVABLES> 8,572
<ASSETS-OTHER> 344
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,673,686
<PAYABLE-FOR-SECURITIES> 3,244
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,841
<TOTAL-LIABILITIES> 6,085
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,325,905
<SHARES-COMMON-STOCK> 88,524
<SHARES-COMMON-PRIOR> 78,751
<ACCUMULATED-NII-CURRENT> 22,749
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 113,659
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 205,288
<NET-ASSETS> 1,667,601
<DIVIDEND-INCOME> 36,382
<INTEREST-INCOME> 10,284
<OTHER-INCOME> (4,140)
<EXPENSES-NET> 14,166
<NET-INVESTMENT-INCOME> 28,360
<REALIZED-GAINS-CURRENT> 114,395
<APPREC-INCREASE-CURRENT> 46,672
<NET-CHANGE-FROM-OPS> 189,427
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,689
<DISTRIBUTIONS-OF-GAINS> 18,358
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 37,070
<NUMBER-OF-SHARES-REDEEMED> 29,350
<SHARES-REINVESTED> 2,053
<NET-CHANGE-IN-ASSETS> 324,467
<ACCUMULATED-NII-PRIOR> 18,739
<ACCUMULATED-GAINS-PRIOR> 10,105
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (3,096)
<GROSS-ADVISORY-FEES> 11,667
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 14,298
<AVERAGE-NET-ASSETS> 1,544,222
<PER-SHARE-NAV-BEGIN> 17.060
<PER-SHARE-NII> .320
<PER-SHARE-GAIN-APPREC> 1.880
<PER-SHARE-DIVIDEND> .200
<PER-SHARE-DISTRIBUTIONS> .220
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.840
<EXPENSE-RATIO> 93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
