<PAGE>
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:
[x] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials [_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Variable Insurance Products Fund II
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(Name of Registrant as Specified In Its Charter)
New England Life Insurance Company
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(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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PRELIMINARY COPY
(LOGO)
NEW ENGLAND FINANCIAL
A MetLife Affliate
August , 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
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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.
(LOGO)
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
<PAGE>
PRELIMINARY COPY
(LOGO)
NEW ENGLAND FINANCIAL
A MetLife Affiliate
August , 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
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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.
(LOGO)
501 BOYLSTON STREET
BOSTON, MA 02116-3700
T 617-578-2000
New England Life Insurance Company, Boston, MA
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PRELIMINARY COPY
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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.
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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
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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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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
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other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING.
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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.)
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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
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Signature(s), Title(s), (if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
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*** IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE
INSTRUCTIONS BELOW ***
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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.
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Your vote will be confirmed and cast as you directed. END OF CALL
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OPTION #2: If you choose to vote on each proposal separately, press 0. You will
hear these instructions:
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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
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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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