<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Variable Insurance Products Fund II
(Name of Registrant)
File No. 33-20773
</PAGE>
<PAGE>
FILE NO. 33-20773
Fidelity Variable Insurance Products Fund II
: Variable Insurance Products Fund II: Asset Manager 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
88,946,611 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
88,946,611 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
88,946,611
$
1,290,034,795
Redemptions:
(16,144,437)
$
(227,536,355)
Net Sales Pursuant to Rule 24f-2:
72,802,174
$
1,062,498,440
</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: $366,381.34
Fidelity Variable Insurance Products Fund II
:
Variable Insurance Products Fund II: Asset Manager Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-20773
Fidelity Variable Insurance Products Fund II
: Variable Insurance Products Fund II: Index 500 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
593,458 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
593,458 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
593,458
$
33,081,459
Redemptions:
(133,026)
$
(7,472,350)
Net Sales Pursuant to Rule 24f-2:
460,432
$
25,609,109
</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: $8,830.79
Fidelity Variable Insurance Products Fund II
:
Variable Insurance Products Fund II: Index 500 Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-20773
Fidelity Variable Insurance Products Fund II
: Variable Insurance Products Fund II: Investment Grade Bond 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
4,760,105 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
4,760,105 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
4,760,105
$
53,245,805
Redemptions See Note (2) :
(4,760,105)
$
(53,245,805)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
5,343,262
and $59,742,109
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</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: $0
Fidelity Variable Insurance Products Fund II
:
Variable Insurance Products Fund II: Investment Grade Bond Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
February 15, 1995
Mr. John H. Costello
Assistant Treasurer
Variable Insurance Products Fund II
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Variable Insurance Products Fund II (the "Trust") is a
Massachusetts business trust created under a written Declaration of
Trust dated, executed and delivered in Boston, Massachusetts on
March 21, 1988. A supplement to the Declaration of Trust, dated
and executed January 1, 1990 was delivered in Boston,
Massachusetts 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 March 21, 1988, 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 94,300,174 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
