SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
Variable Insurance Products Fund II
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) Arthur S. Loring, Secretary
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
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[ ] 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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
VARIABLE INSURANCE PRODUCTS FUND II:
INDEX 500 PORTFOLIO
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-5429
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500
PORTFOLIO
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Index 500 Portfolio will be held at the office of Variable
Insurance Products Fund II (the Trust), 82 Devonshire Street, Boston,
Massachusetts 02109 on November 19, 1997, at 11:30 a.m. The purpose of
the Meeting is to consider and act upon the following proposals, and
to transact such other business as may properly come before the
Meeting or any adjournments thereof.
1(a) To approve an amended m anagement c ontract for the
fund.
1(b) To approve a new s ub- a dvisory a greement for
the fund.
(2) To amend the fund's fundamental investment limitation concerning
diversification to exclude securities of other investment companies.
The Board of Trustees has fixed the close of business on September
22, 1997, as the record date for the determination of the shareholders
of the fund entitled to notice of, and to vote at, such Meeting and
any adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
September 22, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
ANY PERSONS HAVING A VOTING INTEREST IN THE VARIABLE ACCOUNT ARE
INVITED TO ATTEND THE MEETING IN PERSON. ANY SUCH PERSON WHO DOES NOT
EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED VOTING INSTRUCTION FORM, DATE AND SIGN IT, AND RETURN
IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR
COOPERATION IN MAILING YOUR VOTING INSTRUCTION CARD PROMPTLY, NO
MATTER HOW LARGE OR SMALL YOUR VOTING INTEREST MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIO
TO BE HELD ON NOVEMBER 19, 1997
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Variable Insurance Products Fund II (the trust) to be used at the
Special Meeting of Shareholders of Index 500 Portfolio (the fund) and
at any adjournments thereof (the Meeting), to be held on November 19,
1997, at 11:30 a.m. at 82 Devonshire Street, Boston, Massachusetts
02109, the principal executive office of the trust and Fidelity
Management & Research Company (FMR), the fund ' s investment
adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about September 22,
1997. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, or by personal interview by representatives of
the trust. The expenses in connection with preparing this Proxy
Statement and its enclosures and of all solicitations will be
paid by the Fund , provided that they do not exceed the
fund's 0.28% expense limitation. Expenses exceeding the 0.28% expense
limitation will be paid by FMR.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which
are not revoked, will be voted at the Meeting. Shares represented by
such proxies will be voted in accordance with the instructions
thereon. If no specification is made on a proxy card, it will be voted
FOR the matters specified on the proxy card. Only proxies that are
voted will be counted towards establishing a quorum. Shareholders
should note that while votes to ABSTAIN will count toward establishing
a quorum, passage of any proposal being considered at the Meeting will
occur only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxies will vote FOR the proposed adjournment all shares that they
are entitled to vote with respect to each item, unless directed to
vote AGAINST the item, in which case such shares will be voted AGAINST
the proposed adjournment with respect to that item. A shareholder vote
may be taken on one or more of the items in this Proxy Statement prior
to such adjournment if sufficient votes have been received and it is
otherwise appropriate.
As of August 1, 1997, there were 15,729,131 shares of the fund
outstanding. As of August 1, 1997, more than 5% of the shares of the
fund were held of record by the following companies. The percentage
figure shown represents that company's holdings as a percentage of the
total outstanding shares of the fund as of the above date.
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Company # of Shares % of Shares Held
Held
Aetna Life & Casualty 1,17 7 , 716 7 .48 %
Law-RE4C
151 Farmington Avenue
Hartford, CT 06156
American United Life Insurance Company 1,45 7,605 9.27 %
One American Square
P.O. Box 368
Indianapolis, IN 46206-0368
Fidelity Investments Life Insurance 6,853,775 43 .58 %
Company
P.O. Box 1306
Boston, MA 02104-9907
Provident Mutual Life Insurance Company 1, 007,187 6 .40 %
1050 Westlakes Drive
Berwyn, PA 19312-2419
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A shareholder owning more than 25% of a particular fund shares may be
considered to be a "controlling person" (as defined in the Investment
Company Act of 1940) of that fund. Accordingly, its vote could have a
more significant effect on matters presented to shareholders for
approval than the votes of a fund's other shareholders.
Each company holds its shares in a separate account (the Variable
Account) which serves as the funding vehicle for its variable
insurance products. In accordance with its view of present applicable
law, each company will vote its shares held in its respective Variable
Account at the Special Meeting of Shareholders in accordance with
instructions received from persons having a voting interest in the
Variable Account. Those persons who have a voting interest at the
close of business on September 22, 1997 , will be entitled to
submit instructions to their Company.
Portfolio shares held in a Variable Account for which no timely
instructions are received will be voted by the Companies in proportion
to the voting instructions which are received with respect to all
Contracts participating in a Variable Account. Voting instructions to
abstain on any item to be voted upon will reduce the votes eligible to
be cast.
Accordingly, if you wish to vote, you should complete the enclosed
voting instruction form as a participant in a Variable Account. All
forms which are properly executed and received prior to the Meeting,
and which are not revoked, will be voted as described above. If the
enclosed voting instruction form is executed and returned, it may
nevertheless be revoked at any time prior to the Meeting by written
notification received by your Company, or by a later dated form
received by your Company or by attending the Meeting.
FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996, CALL THE INSURANCE COMPANY THAT ISSUED YOUR POLICY
OR FIDELITY DISTRIBUTORS CORPORATION AT 1-800-544-5429.
VOTE REQUIRED: APPROVAL OF PROPOSALS 1(A), 1(B), AND 2 REQUIRE THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF THE FUND. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT),
THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS
THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE
PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES.
1. OVERVIEW OF PROPOSED APPOINTMENT OF BANKERS TRUST COMPANY AS
SUB-ADVISER FOR INDEX 500 PORTFOLIO.
FMR currently serves as the fund's manager under a management
contract dated January 1, 1993. As manager, FMR's duties include
managing the fund's investments, supervising relationships with other
companies that provide the fund with services, and preparing general
shareholder communications, all subject to the continuing oversight of
the Board of Trustees. Other Fidelity companies maintain the fund's
shareholder accounts, provide customer services, and handle the daily
accounting of the fund's portfolio of investments. Custodial services,
including safekeeping of the fund's cash and the securities it owns,
are provided by a bank unaffiliated with Fidelity.
In June 1997, FMR proposed to the fund's Trustees that a
sub- adviser be appointed to handle the day-to-day management of
the fund's investments and to provide custodial services. FMR
recommended that these services be provided by Bankers Trust Company
(BT), a major institutional money manager with substantial experience
in index fund management. FMR made the proposals as part of its
ongoing efforts to provide services to the fund efficiently and at low
cost.
Under the proposals, FMR would continue to serve as the fund's
manager and investment adviser , but would delegate part of its
duties to BT. As sub- adviser , BT would have day-to-day
responsibility for managing the fund's investments in accordance with
its policy of attempting to duplicate the performance of the Standard
& Poor's 500 Index (the S&P 500(registered trademark)). BT would also
provide custodial and securities lending services. 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.
After consideration, the Trustees , including a majority of the
Trustees who are not "interested persons" of the fund, FMR or BT (the
Independent Trustees), approved FMR's proposals in July 1997. BT's
appointment as sub- adviser would involve changes to the fund's
m anagement c ontract with FMR, discussed in Proposal
1(a), and adoption of a new sub-advisory agreement with BT, discussed
in Proposal 1(b). The Trustees believe the proposals are in the best
interests of the fund and its shareholders, and recommend that
shareholders vote to approve the proposals. For additional information
on the Board of Trustees' considerations, see "Matters Considered by
the Board" on page .
Proposals 1(a) and 1(b) are contingent on each other and will not be
implemented unless both proposals are approved. The following pages
discuss the sub-advisory arrangement as a whole, and provide
information relevant to both proposals. Refer to each proposal for
more detailed information on the terms of each contract.
REASONS FOR PROPOSALS. FMR recommended appointment of a
sub- adviser in order to reduce the costs of operating the fund.
Since the fund's inception on August 27, 1992, FMR has voluntarily
limited the fund's operating expenses (with certain exceptions) to
0.28% of the fund's assets per year. Because the 0.28% expense level
is the same as the management fee FMR is entitled to receive from the
fund, FMR is bearing substantially all fund operating costs. With
an annual expense ratio of 0.28%, the fund is one of the
lowe st -cost index funds, and one of the lowest-cost mutual
funds, offered for use in variable insurance products.
BT is a well-recognized institutional money manager, with over 20
years' experience in managing accounts indexed to the S&P 500 and
other indexes. (For more information about BT, including
performance of a similar S&P 500 index fund managed by BT, see
"Activities and Management of Bankers Trust Company" on page .) As
of June 30, 1997, BT and its affiliates managed more than $250 billion
for mutual funds, pension funds and other institutions, including
approximately $50 billion in assets indexed to the S&P 500. This
represents almost three times the S&P 500 index assets under
management by FMR and its affiliates as of the same date
(approximately $1 7 billion). BT's commitment to the specialized
area of index account management allows BT to provide index fund
portfolio management services at a lower cost than if FMR provided
those services itself. FMR expects that the appointment of BT would
reduce FMR's portfolio management costs, and the cost to FMR of
helping to maintain the fund's expenses at their current
exceptionally low level.
MANAGEMENT FEE REDUCTION. In recognition of these cost savings,
FMR has agreed to reduce its management fee if the sub-advisory
arrangements are approved. As discussed in Proposal 1(a), under the
proposed management contract FMR would reduce its annual management
fee rate from 0.28% to 0.24% of the fund's assets. Because of the
fund's current expense limitation, this reduction would not affect the
fund's expenses at present. However, it represents a reduction in the
amount FMR would be entitled to receive for management services if the
expense limit were to increase in the future.
SUB-ADVISORY FEES. BT's sub-advisory fees cover custodial
services as well as portfolio management services. The majority of
BT's fees, equal to 0.006% of the fund's average net assets, would be
paid by FMR and would have no effect on the fund's expenses. However,
BT would also receive fees based on a percentage of the fund's net
income from lending portfolio securities, which would be payable by
the fund. Under the proposals, BT would receive 40% of the net income
from the fund's securities lending activities , and the fund
would receive the remaining 60%. These fees would not be covered by
FMR's voluntary expense limitation, and would represent additional
expenses to the fund.
Securities lending is a means of earning a modest amount of
additional income by lending the fund's securities to other parties
temporarily. The party borrowing the securities (typically a
broker-dealer or other institution) provides collateral to secure the
loan, agrees to return the securities to the fund upon notice, and
pays the fund a fee for the loan (or allows it to earn income on
the collateral). In its fiscal year ended December 31, 1996, the fund
earned no income from securities lending.
The amount of securities lending income that can be generated for the
fund will depend on market conditions and other factors. While BT is
experienced in the area of securities lending and is expected to
generate greater securities lending income than currently is
produced by the fund, securities lending income still is likely
to represent a small percentage of fund assets. BT has estimated that
the fund's income from securities lending (before fees) could equal
approximately 0.005% of the fund's assets per year, in which case BT
would receive 0.002% and the fund would retain the remaining 0.003%.
The 0.002% paid to BT would represent additional fund expense above
the 0.28% expense limitation. However, because the fees represent a
percentage of net income, they would only be charged to the extent
that the fund has earned securities lending income.
IMPACT ON FUND EXPENSES. The following table illustrates the
impact of the proposals on the expenses of the fund before and after
the voluntarily 0.28% expense limitation. All expenses are shown as
annual percentages of the fund's average net assets.
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Current* Proposed*
Management Fee (before reimbursement) 0.28% 0.24%**
Other Expenses (before reimbursement) 0.15% 0.15%
Gross Expenses (before reimbursement) 0.43% 0.39%**
Expenses Reimbursed by FMR (0.15%) (0.11%)
Total Operating Expenses (after 0.28% 0.28%**
reimbursement)
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* Based on historical expenses for the fiscal year ended December
31, 1996. Proposed expenses based on terms of proposed contracts.
** Including sub-advisory fees equal to 40% of securities lending
income, estimated at 0.002% (not visible due to rounding).
Gross expense reductions (other than reductions in its own
management fee) currently benefit FMR, by reducing the costs of
maintaining the 0.28% expense limitation. However, they also represent
a reduction in the amount of fund expenses the fund could incur in the
future if the expense limitations were to change.
The following table illustrates the impact of the proposals on the
fund's expenses for the fiscal year ended December 31, 1996 after the
effect of the voluntary 0.28% expense limitation.
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Current Proposed
Management Fee (after reimbursement) 0. 13 % 0. 13 %*
Other Expenses 0.15% 0.15%
Total Operating Expenses (after 0.28% 0.28%*
reimbursement)
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* Including sub-advisory fees equal to 40% of securities
lending income, estimated at 0.002% (not visible due to rounding).
1(A). TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR THE FUND.
The Board of Trustees, including a majority of the Independent
Trustees, has approved, and recommends that the shareholders of the
fund approve, an amended management contract with FMR ( the
Amended Management Contract ) . The Amended Management Contract
allows for the appointment of a sub- adviser to the
fund and reduces the management fee payable by the fund to FMR.
PRESENT MANAGEMENT CONTRACT. The fund's management fee is calculated
and paid monthly, and is normally expressed as an annual percentage of
the fund's average net assets. Under the fund's present management
contract (the Present Management Contract ) , the fund pays
FMR at the annual rate of 0.28% of the fund's average net assets. In
addition to the management fee, the fund also pays other expenses for
services such as maintaining shareholder records and furnishing
shareholder account statements and financial reports. Unlike the
management fee, which is constant, the other expenses will vary from
year to year. The management fee plus these other expenses equals the
total operating expenses for the fund.
PROPOSED AMENDMENT S . A copy of the Amended Management
Contract, marked to indicate the proposed amendments, is supplied as
Exhibit 1 on page . The proposed amendment s would
(i) add a provision to expressly permit FMR to delegate investment
advisory authority to an investment adviser , and (ii) reduce the
management fee payable by the fund to FMR by 0.04% from 0.28% to 0.24%
of the fund's average net assets . In all other respects, the
Amended Management Contract is substantially identical to the Present
Management Contract. (For a discussion of the fund's Present
Management Contract, refer to the section entitled "Present Management
Contract" beginning on page .)
If approved by shareholders, the Amended Management Contract will
take effect on or about December 1, 1997 (or, if later, on
or about the first day of the first month following approval) and
will remain in effect through July 31, 1998, and thereafter only as
long as its continuance is approved at least annually by (i) the vote,
cast in person at a meeting called for the purpose, of a majority of
the Independent Trustees and (ii) the vote of either a majority of the
Trustees or a majority of the outstanding shares of the fund. If the
Amended Management Contract is not approved, the Present Management
Contract will continue in effect through July 31, 1998, and thereafter
subject to the same requirements for continuance as the Amended
Management Contract.
Currently, FMR voluntarily limits the total operating expenses
(including management fees but excluding interest, taxes, brokerage
commissions, or extraordinary expenses) to 0.28% of the
fund's average net assets. FMR has no current intention of
modifying this limitation, except that, if this proposal and proposal
1(b) are approved, sub-advisory fees associated with securities
lending will not be subject to the 0.28% limit. These fees are
estimated at 0.002% of the fund's assets per year, as discussed in the
introduction to the proposals. Because the fund's gross expenses
before reimbursement are expected to remain above the 0.28% limit at
present, the proposed management fee reduction would not materially
affect the fund's expenses at this time.
FMR estimates that the median management fee rate for non-Fidelity
S&P 500 index funds offered through variable insurance products (prior
to any reimbursement arrangements) is 0.29%, and the median total
expense ratio for such funds (after reimbursement) is 0.39%. These
estimates are based on data for the 18 funds offered through variable
insurance products within the S&P 500 Index objective according to the
Lipper Director's Analytical Data - Second Edition 1997 (a publication
of Lipper Analytical Services, Inc., an independent service that
monitors the mutual fund industry).
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees concluded
(i) that the existing management fee structure and the exclusion of
the portion of the sub-advisory fees related to securities
lending to be paid by the fund from the voluntary expense
limitation are fair and reasonable and (ii) that the proposed
reduction to the management fee rate and the modification
permitting FMR to delegate investment management authority are in the
best interest s of the fund's shareholders. The Board of
Trustees, including a majority of the Independent Trustees,
voted to approve the submission of the Amended Management Contract to
shareholders of the fund and recommends that shareholders of the fund
vote FOR the Amended Management Contract.
Approval of the proposed Amended Management Contract is contingent
upon shareholder approval of the proposed new
s ub- a dvisory Agreement (see Proposal 1(b)).
1(B). TO APPROVE A NEW SUB-ADVISORY AGREEMENT FOR THE FUND.
The Board of Trustees, including a majority of the Independent
Trustees, has approved, and recommends that the shareholders of the
fund approve a new sub-advisory agreement among the fund, FMR and
BT ( the New Sub-Advisory Agreement. )
Under the New Sub-Advisory Agreement, BT would be appointed
sub- adviser to the fund and authorized, subject to the
supervision and direction of the Board of Trustees and /or FMR,
to make investment decisions for the fund, place orders to buy, sell
and lend the fund's portfolio securities , vote the fund's
portfolio securities, and manage the fund 's portfolio in
accordance with its current investment objectives and policies. In
addition, BT would serve as custodian to the fund. FMR, the current
investment manager to the fund, will continue as investment manager.
Under the New Sub-Advisory Agreement, FMR, not the fund, would pay BT
fees for providing investment management, securities lending and
custodial services to the fund at an annual rate of 0.006% of the
fund's average net assets. In addition, the fund would pay BT a
sub-advisory fee equal to 40% of net income from the fund's securities
lending program (estimated at 0.002% of average net assets of the
fund).
If the proposal is approved, the fund will no longer pay
separately for custodial services, which are covered by the fees
payable under the New Sub-Advisory Agreement. For the fiscal year
ended December 31, 1996, the fund paid $43,234 (0.009% of average net
assets) to its custodian. In addition, Fidelity Service Company, Inc.
(FSC) will no longer administer the fund's securities lending program
and the fund would no longer be subject to fees currently payable to
FSC for securities lending administration (no such fees were paid in
the 1996 fiscal year).
Currently, FMR voluntarily limits the fund's total operating
expenses (including management fees but excluding, interest, taxes,
brokerage commissions, or extraordinary expenses) to 0.28% of the
fund's average net assets. If this proposal and Proposal 1(a) are
approved, sub-advisory fees associated with securities lending will
not be subject to the voluntary expense limitation; these fees are
estimated at 0.002% of average net assets of the fund , as discussed
above.
A copy of the New Sub-Advisory Agreement is supplied as Exhibit 2 on
page . If approved by shareholders, the New Sub-Advisory Agreement
will take effect on or about December 1, 1997 (or, if later,
on or about the first day of the first month following
approval) and will remain in effect through July 31, 1998, and
thereafter only as long as its continuance is approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of the Independent Trustees and (ii) the vote
of either a majority of the Trustees or a majority of the outstanding
shares of the fund. If the New Sub-Advisory Agreement is not approved,
FMR will continue to manage the fund under the Present Management
Contract.
BT, a New York banking corporation with principal offices in New
York, is a wholly owned subsidiary of Bankers Trust New York
Corporation, the seventh largest bank holding company in the United
States. (For more information about BT, refer to the section entitled
"Activities and Management of Bankers Trust Company" beginning on
page .)
The New Sub-Advisory Agreement would be terminable on 60 days'
written notice by the Board of Trustees, FMR or BT and would terminate
automatically in the event of its assignment.
CONCLUSION. Based on their evaluation of all material factors
and assisted by the advice of independent counsel, the Trustees
concluded that the New Sub-Advisory Agreement is in the best interest
of the fund's shareholders. The Board of Trustees, including a
majority of the Independent Trustees, voted to approve the
submission of the New Sub-Advisory Agreement to shareholders of the
fund and recommends that shareholders of the fund vote FOR the New
Sub-Advisory Agreement.
Approval of the proposed New Sub-Advisory Agreement is contingent
upon shareholder approval of the proposed Amended Management Contract
(see Proposal 1(a)).
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve
as Trustees are referred to herein as the "Fidelity funds." The Board
of Trustees meets eleven times a year. The Board of Trustees,
including the Independent Trustees, believe that matters bearing on
the appropriateness of the fund's management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees
or the Independent Trustees, as appropriate, act on all major matters,
a significant portion of the activities of the Board of Trustees
(including certain of those described herein) are conducted through
committees. The Independent Trustees meet frequently in executive
session and are advised by independent legal counsel selected by the
Independent Trustees.
The proposals to present the Amended Management Contract and the New
Sub-Advisory Agreement to shareholders were considered and approved by
the Board of Trustees of the fund, including all of the Independent
Trustees, on July 17, 1997 and were also considered by the Board on
June 19, 1997. The Board of Trustees received materials relating to
the Amended Management Contract and the New Sub-Advisory Agreement in
advance of the meetings at which the Amended Management Contract and
the New Sub-Advisory Agreement were considered, and had the
opportunity to ask questions and request further information in
connection with such consideration.
The Board of Trustees was informed that FMR recommended that a
sub- adviser be appointed to manage the fund's investments and
provide custodial services to the fund. The Trustees were informed
that FMR had considered and reviewed fee proposals from index fund
providers, including BT, and that FMR recommended that BT be appointed
as a sub- adviser to the fund.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their monthly meetings and as part of the management contract
renewal process, Trustees receive and review materials
relevant to the fund's management contract. These materials
include: (i) information on the investment performance of the fund, a
peer group of funds and the appropriate index, (ii) sales and
redemption data, and (iii) notable changes in the fund's investments.
The Board of Trustees and the Independent Trustees also consider
periodically other material factors such as (1) FMR's financial
condition, (2) arrangements in respect of the distribution of the
fund's shares, (3) the procedures employed to determine the value of
the fund's assets, (4) the allocation of the fund's brokerage, if any,
including allocations to brokers affiliated with FMR, (5) FMR's
management of the relationships with the fund's custodian and
subcustodians, (6) the resources devoted to and the record of
compliance with the fund's investment policies and restrictions and
with policies on personal securities transactions and (7) the nature,
cost, and audit of non-investment management services provided by FMR
and its affiliates.
In response to questions raised by the Independent Trustees and in
connection with the Trustee's review of the fund's management fee
structure, additional information was furnished by FMR including,
among other items, information on and analysis of (a) the overall
organization of FMR, (b) the impact of performance adjustments to
management fees of FMR funds, (c) the choice of performance indices
and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating
expenses paid to third parties, and (j) the information furnished to
investors, including the fund's shareholders.
In considering the Amended Management Contract and the New
Sub-Advisory Agreement, the Board of Trustees and the Independent
Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the
matters considered. Matters considered by the Board of Trustees and
the Independent Trustees include the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly the fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of the appropriate index. The Board
of Trustees and the Independent Trustees considered the ability of the
fund to comply with its investment objec ti ves under the
proposed sub-advisory arrangements with BT.
FMR'S PERSONNEL AND METHODS. The Board of Trustees , including
the Independent Trustees annually review a report detailing the
background of the fund's portfolio manager, and the fund's investment
objective and discipline. The Independent Trustees have also had
discussions with senior management of FMR responsible for investment
operations, and the senior management of Fidelity's equity group.
Among other things , they considered the size, education and
experience of FMR's investment staff, its use of technology, and FMR's
approach to recruiting, training and retaining portfolio managers and
other research, advisory and management personnel.
BT'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees have reviewed information concerning the fund's proposed
sub- adviser , Bankers Trust Company. Among other things ,
they considered BT's organization , experience managing index
fund accounts, level of index fund assets under management, investment
performance, index fund investment management techniques, trading
practices, securities lending program, compliance procedures, proxy
voting procedures , custodian activities and foreign
subcustodian networks. The Board of Trustees and the Independent
Trustees reviewed the BT proposal for sub-advisory arrangements.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Amended Management Contract and
under separate agreements covering transfer agency functions and
pricing and bookkeeping. The Board of Trustees and the
Independent Trustees also considered the nature and extent of FMR's
supervision of third party service providers, principally custodians
and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by the
fund and the fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, credit card, insurance,
publishing, real estate, international research and investment funds,
and others. The Board of Trustees and the Independent Trustees
considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the
Independent Trustees considered the benefit to shareholders of
investing in a fund that is part of a large family of funds offering a
variety of investment disciplines and providing for a large variety of
fund and shareholder services.
2. TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION TO EXCLUDE SECURITIES OF OTHER INVESTMENT COMPANIES.
The fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The Trustees recommend that shareholders vote to amend the
limitation as follows:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
The amendment would exempt investments in other investment
companies (such as other mutual funds) from the fund's diversification
policy. The amended language is consistent with the standards for
"diversified" mutual funds set out in the 1940 Act. If approved, the
amended limitation would permit the fund to invest without limit in
other investment companies' securities.
FMR anticipates that the amended limitation would facilitate
investment of the fund's cash position, by allowing the fund to invest
its cash in money market funds as well as in individual money market
securities. In accordance with an order of exemption granted by the
SEC, the fund may invest up to 25% of total assets in non-publicly
offered money market or short-term bond funds (the Central Funds)
managed by FMR or an affiliate of FMR. The Central Funds do not
currently pay investment advisory, management, or transfer agent fees,
but do pay minimal fees for services, such as custodian, auditor, and
Independent Trustees fees. FMR anticipates that the Central Funds may
benefit the fund by enhancing the efficiency of cash management for
the Fidelity funds and by providing increased short-term investment
opportunities.
In addition, if proposals 1(a) and 1(b) are approved FMR
anticipates that Bankers Trust Company (BT) may make available one or
more money market funds managed by BT to serve as vehicles for
investment of cash collateral received with respect to securities
loans. BT has informed FMR that it intends to seek SEC permission to
implement such an arrangement for the fund and other funds whose
securities lending program it administers. If permitted by applicable
regulation, it may also be more efficient for BT to manage the fund's
other cash positions by investing in a BT money market fund pending
investment in stocks. In either case, the fund expects that it will
use a money market fund managed by BT if there are no material
increases in the fund's expenses. The fund may invest in a BT money
market fund if it is expected to benefit the fund by reducing costs
and/or providing greater returns on temporary cash investments.
If this proposal is approved, the amended fundamental diversification
limitation cannot be changed without the approval of the shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is updated. If the proposal is not
approved by the shareholders of the fund, the fund's current
fundamental diversification limitation will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies. Information concerning the advisory
fees, net assets, and total expenses of funds with investment
objectives similar to Index 500 Portfolio and advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in
Exhibit 3 beginning on page .
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board;
Robert C. Pozen, President; and Peter S. Lynch, Vice Chairman. With
the exception of Robert C. Pozen, each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d, Pozen, John H. Costello,
Arthur S. Loring, Robert H. Morrison, Richard A. Silver, Leonard M.
Rush, William J. Hayes, and Jennifer Farrelly are currently officers
of the trust and officers or employees of FMR or FMR Corp. With the
exception of M essrs . Costello and Silve r , all of
these persons hold or have options to acquire stock of FMR Corp. The
principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.
During the period December 31, 1995 through December 31,
1996 , no transactions were entered into by Trustees of the trust
involving more than 1% of the voting common, non-voting common and
equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF BANKERS TRUST COMPANY
BT, a New York banking corporation with principal offices at 130
Liberty Street , New York, New York 10006, is a wholly owned
subsidiary of Bankers Trust New York Corporation whose principal
offices are also at 130 Liberty Street, New York, New York 10006. BT
was founded in 1903. As of December 31, 1996, Bankers Trust New York
Corporation was the seventh largest bank holding company in the United
States with total assets of approximately $120 billion. BT is a
worldwide merchant bank that conducts a variety of general banking and
trust activities and is a major wholesale supplier of financial
services to the international and domestic institutional markets.
Investment management is a core business of BT and its affiliates
with approximately $2 50 billion in assets under management
globally. Of that total, over $100 billion are in United States
equity index assets. When bond and international funds are included,
BT manages over $ 120 billion in total index assets. This makes
BT one of the nation's leading managers of index funds and
accounts .
In conjunction with its global custodial services, BT operates one
of the largest and most extensive securities lending programs. BT
serves as securities lending agent with respect to loan transactions
involving a daily average in excess of $50 billion on loan.
Approximately 90 lenders participated in BT's Program during 1996. BT
estimates that it usually effects more than 1200 securities loan
transactions on behalf of these lenders each business day.
The table below shows the year-by-year total return of BT
Institutional Equity 500 Index Fund (the BT Fund) as compared to the
total return of the S&P 500. The total return of the BT Fund is
historical and is not intended to indicate the past or future total
return of VIP II: Index 500 or to be a substitute for the total return
of VIP II: Index 500. The table shows that, in FMR's opinion, BT has
experience in successfully managing an S&P 500 index fund and in
tracking the return of the S&P 500.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997*
Year Ended
BT Fund** 9.94% 1.49% 37.69% 22.85% 30.24%
S&P 500 10.08% 1.32% 37.58% 22.96% 30.30%
</TABLE>
* Through July 31, 1997
** The BT Fund commenced operations December 31, 1992. The BT Fund
has a total expense ratio of 0.10%, a $5 million minimum initial
investment and assets as of June 30, 1997 of approximately $1.5
billion. VIP Index 500 Portfolio has a total expense ratio of 0.28%,
assets as of June 30, 1997 of $1.5 billion and is offered only through
insurance products.
Information regarding the advisory or sub-advisory fees, net assets,
and total expenses of funds with investment objectives similar to the
fund and advised or sub-advised by BT is contained in Exhibit 5
beginning on page .
The name, address and principal occupation of each Director and
the principal executive officer of BT is provided in Exhibit 3
beginning on page .
No officer or trustee of the fund is an officer, employee or director
of BT. No officer or trustee of the fund owns any securities of, or
has any other material direct or indirect interest in, BT , Bankers
Trust New York Corporation, or any entity controlled by or under
common control with BT. During the period January 1, 1996
through J uly 3 1 , 1997, no material transactions were
entered into by any trustee of the fund to which BT , Bankers Trust
New York Corporation, or any entity controlled by or under common
control with BT is or was a party. There is no arrangement or
understanding in connection with the New Sub-Advisory Agreement with
respect to the composition of the Board of Trustees of the fund or of
BT or with respect to the selection or appointment of any person to
any office of either BT or the fund.
Payments were made to BT Alex Brown Incorporated by the fund in last
fiscal year in the amount of $331.65.
BT has been advised by counsel that BT currently may perform the
services for each fund described in this proxy statement without
violation of the Glass-Steagall Act or other applicable banking laws
or regulations. State laws on this issue may differ from the
interpretation of relevant federal law and banks and financial
institutions may be required to register as dealers pursuant to state
securities law.
PRESENT MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other
services. Under its management contract with the fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations. FMR also provides the
fund with all necessary office facilities and personnel for servicing
the fund's investments, compensates all officers of the fund and all
Trustees who are "interested persons" of the trust or of FMR, and all
personnel of the fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include
providing facilities for maintaining the fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal and state laws;
developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR (other than
securities lending administration) will continue under the proposed
management contract described in proposal 1.
In addition to the management fee payable to FMR, the fund pays
transfer agent fees to Fidelity Investments Institutional Operations
Company , Inc. (FIIOC), and pricing and bookkeeping fees to
Fidelity Service Company, Inc. (FSC), affiliates of FMR. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of
additional information, notices and reports to shareholders, the
trust, on behalf of the fund , has entered into a revised
transfer agent agreement with FIIOC, pursuant to which FIIOC bears the
costs of providing these services to existing shareholders. Other
expenses paid by the fund include interest, taxes, brokerage
commissions, and the fund's proportionate share of insurance premiums
and Investment Company Institute dues. The fund is also liable for
such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may
have to indemnify its officers and Trustees with respect to
litigation.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FIIOC and FSC by the
fund for fiscal 1996 amounted to $ 371,637 and $ 271,956 ,
respectively. FSC also may receive fees for administering the
fund's securities lending program. Securities lending fees are based
on the number and duration of individual securities loans. There were
no s ecurities lending fees for fiscal 199 6 .
The fund also has a distribution agreement with Fidelity
Distributors Corporation ( FDC ) , a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under
the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement
calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered at net asset value per share. Promotional and
administrative expenses in connection with the offer and sale of
shares are paid by FMR.
FMR is the fund's manager pursuant to a management contract dated
January 1, 1993, which was approved by shareholders on December 16,
1992. For the services of FMR under the contract, the fund pays FMR a
monthly management fee at the annual rate of 0.28% of the average net
assets of the fund throughout the month.
FMR may, from time to time, voluntarily reimburse all or a portion of
the fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, or extraordinary expenses). FMR retains the
ability to be repaid for these expense reimbursements in the amount
that expenses fall below the limit prior to the end of the fiscal
year. Expense reimbursements by FMR will increase the fund's total
returns and repayment of the reimbursement by the fund will lower its
total returns.
Since the fund's inception on August 27, 1992, FMR has
voluntarily agreed to reimburse the fund to the extent that its
aggregate operating expenses, including management fees, were in
excess of an annual rate of 0.28% of average net assets of the fund.
If this reimbursement had not been in effect, for the fiscal
year ended December 31, 1996, FMR would have received fees
amounting to $ 1,346,765 which would have been equivalent to
0.28 % of average net assets of the fund (after reduction for
compensation to the non-interested Trustees).
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of the fund by FMR pursuant to authority
contained in the fund's management contract. If proposal 1(a) and
1(b) are approved, all orders for the purchase or sale of portfolio
securities will be placed on behalf of the fund by BT pursuant to
authority contained in the Amended Management Contract and the New
Sub-Advisory Agreement.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services. If proposals 1(a) and 1(b)
are approved, BT may place agency transactions with BT Brokerage
Corporation, BT Alex-Brown Incorporated or BT Futures Corporation,
indirect subsidiaries of Bankers Trust New York Corporation, subject
to the same conditions.
During fiscal 1996 the fund paid brokerage commissions of $ 374
to N F SC . During fiscal 1996, this amounted to
approximately 1 % of the aggregate brokerage commissions paid by
the fund.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO INSURANCE COMPANIES
Please advise the trust, in care of Client Services as
1-800-843-3001, whether other persons are beneficial owners of shares
for which proxies are being solicited and, if so, the number of copies
of the Proxy Statement and Annual Reports you wish to receive in order
to supply copies to the variable contract owners of the respective
shares.
EXHIBIT 1
FORM OF MANAGEMENT CONTRACT
The language to be added to the current contract is (underlined) and
material to be deleted is set forth in [brackets].
MANAGEMENT CONTRACT
BETWEEN
VARIABLE INSURANCE PRODUCTS FUND II:
INDEX 500 PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[AGREEMENT] (MODIFICATION) made this [1st day of January 1993]
day of , by and between Variable Insurance Products Fund II,
a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Index 500 Portfolio (hereinafter called the "Portfolio"),
and Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Adviser") as set forth in its
entirety below.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, any sub-advisers, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all
general shareholder communications, including shareholder reports;
(iv) conducting shareholder relations; (v) maintaining the Fund's
existence and its records; (vi) during such times as shares are
publicly offered, maintaining the registration and qualification of
the Portfolio's shares under federal and state law; and (vii)
investigating the development of and developing and implementing, if
appropriate, management and shareholder services designed to enhance
the value or convenience of the Portfolio as an investment vehicle.
The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.
3. For services and facilities to be furnished hereunder, the Adviser
shall receive a monthly management fee, at the annual rate of
[ .28% ] 0.24% of the average daily net assets of the
Portfolio (computed in the manner set forth in the Declaration of
Trust) throughout the month; provided that [the fee, so computed,
shall be reduced by those Trustees who are not "interested persons" of
the Fund or the Adviser. I] i n case of initiation or termination
of this contract during any month, the fee for that month shall
be reduced proportionately based on the number of business days during
which it is in effect and the fee computed upon the average net assets
for the business days it is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses,
which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase or sale of securities and
other investment instruments; (iii) fees and expenses of the Fund's
Trustees other than those who are "interested persons" of the Fund or
the Adviser; (iv) legal and audit expenses; (v) custodian, registrar
and transfer agent fees and expenses; (vi) fees and expenses related
to the registration and qualification of the Fund and the Portfolio's
shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy
material to shareholders of the Portfolio; (viii) all other expenses
incidental to holding meetings of the Portfolio's shareholders,
including proxy solicitations therefor; (ix) a pro rata share, based
on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity
and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security or other investment
instrument.
6. Subject to the prior written approval of the Trustees of the
Trust, satisfaction of all applicable requirements under the 1940 Act,
and such other terms and conditions as the Trustees may impose, the
Adviser may appoint (and may from time to time remove) one or more
unaffiliated persons as agent to perform any or all of the services
specified hereunder and to carry out such provisions of this Agreement
as the Adviser may from time to time direct, and may delegate to such
unaffiliated persons the authority vested in the Adviser pursuant to
this Agreement to the extent necessary to enable such persons to
perform the services requested of such person by the Adviser,
provided , however, that the appointment of any such agent shall
not relieve the Adviser of any of its liabilities hereunder.
[6] 7.(a) Subject to prior termination as provided in sub-paragraph
(d) of this paragraph [6] 7, this Contract shall continue in force
until [July 31, 1993] ( July 31, 1998 ) and indefinitely
thereafter, but only so long as the continuance after such date shall
be specifically approved at least annually by vote of the Trustees of
the Fund or by vote of a majority of the outstanding voting securities
of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on
the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph [6] 7, the terms of any continuance or modification of
this Contract must have been approved by the vote of a majority of
those Trustees of the Fund who are not parties to the Contract or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.
[7] 8. The Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Fund's
Declaration of Trust or other organizational document and agrees that
the obligations assumed by the Fund pursuant to this Contract shall be
limited in all cases to the Portfolio and its assets, and the Adviser
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other
Portfolios of the Fund. In addition, the Adviser shall not seek
satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust or other
organizational document are separate and distinct from those of any
and all other Portfolios.
9. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders or no-action
letters as may be granted by the Securities and Exchange
Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized , and their respective seals to be hereunto affixed,
all as of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 1
FORM OF SUB-ADVISORY AGREEMENT
SUBADVISORY AGREEMENT
This Agreement is entered into as of the ___ day of _____, 1997,
among Variable Insurance Products Fund II a Massachusetts business
trust (the "Trust"), on behalf of Index 500 portfolio, a series
portfolio of the Trust (the "Portfolio"), Fidelity Management &
Research Company, a Massachusetts corporation ("Manager"), and Bankers
Trust Company, a New York banking corporation ("Subadviser").
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a
Management Contract, dated _______, 1997, with Manager (the
"Management Contract"), pursuant to which Manager has agreed to
provide certain management and administrative services to the
Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment
subadviser to provide the investment advisory and administrative
services to the Portfolio specified herein, and Subadviser is willing
to serve the Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the "Trustees"), including a
majority of the Trustees who are not "interested persons" (as such
term is defined below) of any party to this Agreement, and the
shareholder(s) of the Portfolio, have each consented to such an
arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser. Subject to and in accordance with
the provisions hereof, Manager hereby appoints Subadviser as
investment subadviser to perform the various investment advisory and
other services to the Portfolio set forth herein and, subject to the
restrictions set forth herein, hereby delegates to Subadviser the
authority vested in Manager pursuant to the Management Contract to the
extent necessary to enable Subadviser to perform its obligations under
this Agreement.
1.2 Scope of Investment Authority. (a) The Subadviser is hereby
authorized, on a discretionary basis, to manage the investments and
determine the composition of the assets of the Portfolio, subject at
all times to (i) the supervision and control of the Trustees, (ii) the
requirements of the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "Investment Company
Act"), (iii) the investment objective, policies and limitations, as
provided in the Portfolio's Prospectus and other governing documents,
and (iv) such instructions, policies and limitations relating to the
Portfolio as the Trustees or Manager may from time to time adopt and
communicate in writing to Subadviser. Notwithstanding anything herein
to the contrary, Subadviser is not authorized to take any action,
including the purchase and sale of portfolio securities, in
contravention of any restriction, limitation, objective, policy or
instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this
Agreement shall remain in effect, Subadviser shall retain
discretionary investment authority over the manner in which the
Portfolio's assets are invested, and Manager shall not have the right
to overrule any investment decision with respect to a particular
security made by Subadviser, provided that the Trustees and Manager
shall at all times have the right to monitor the Portfolio's
investment activities and performance, require Subadviser to make
reports and give explanations as to the manner in which the
Portfolio's assets are being invested, and, should either Manager or
the Trustees become dissatisfied with Subadviser's performance in any
way, terminate this Agreement in accordance with the provisions of
Section 9.2 hereof.
1.3 Appointment as Proxy Voting Agent. Subject to and in
accordance with the provisions hereof, the Trustees hereby appoint
Subadviser as the Portfolio's proxy voting agent, and hereby delegate
to Subadviser discretionary authority to vote all proxies solicited by
or with respect to issuers of securities in which the assets of the
Portfolio may be invested from time to time. Upon written notice to
Subadviser, the Trustees may at any time withdraw the authority
granted to Subadviser pursuant to this Section 1.3 to perform any or
all of the proxy voting services contemplated hereby.
1.4 Governing Documents. Manager will provide Subadviser with
copies of (i) the Trust's Declaration of Trust and By-laws, as
currently in effect, (ii) the Portfolio's currently effective
prospectus and statement of additional information, as set forth in
the Trust's registration statement under the Investment Company Act
and the Securities Act of 1933, as amended, (iii) any instructions,
investment policies or other restrictions adopted by the Trustees or
Manager supplemental thereto, and (iv) the Management Contract.
Manager will provide Subadviser with such further documentation and
information concerning the investment objectives, policies and
restrictions applicable to the Portfolio as Subadviser may from time
to time reasonably request.
1.5 Subadviser's Relationship. Notwithstanding anything herein to
the contrary, Subadviser shall be an independent contractor and will
have no authority to act for or represent the Trust, the Portfolio or
Manager in any way or otherwise be deemed an agent of any of them,
except to the extent expressly authorized by this Agreement or in
writing by the Trust or Manager.
1.6 Compensation. Subadviser shall be compensated for the services
it performs on behalf of the Portfolio in accordance with the terms
set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services. (a) In fulfilling its
obligations to manage the assets of the Portfolio, Subadviser
will:
(i) formulate and implement a continuous investment program for
the Portfolio, including, without limitation, implementation of a
securities lending program in accordance with the provisions of
Article III hereof;
(ii) take whatever steps are necessary to implement these
investment programs by the purchase and sale of securities and other
investments, including the selection of brokers or dealers, the
placing of orders for such purchases and sales in accordance with the
provisions of paragraph (b) below and assuring that such purchases and
sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of
the Portfolio's investment program as the Trustees or Manager shall
reasonably request; and
(iv) provide advice and assistance to Manager as to the
determination of the fair value of certain securities where market
quotations are not readily available for purposes of calculating net
asset value of the Portfolio in accordance with valuation procedures
and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and
sale of portfolio securities for the Portfolio's account with brokers
and dealers selected by Subadviser. Such brokers and dealers may
include brokers or dealers that are "affiliated persons" (as such term
is defined in the Investment Company Act) of the Trust, the Portfolio,
Manager or Subadviser, provided that Subadviser shall only place
orders on behalf of the Portfolio with such affiliated persons in
accordance with procedures adopted by the Trustees pursuant to Rule
17e-1 under the Investment Company Act. The Subadviser shall use its
best efforts to seek to execute portfolio transactions at prices which
are advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or other
accounts over which Subadviser or its affiliates exercise investment
discretion. The Subadviser is authorized to pay a broker or dealer who
provided such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if Subadviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Subadviser and its affiliates have in respect to accounts over which
they exercise investment discretion. The Trustees shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods were reasonable in
relation to the benefits to the Portfolio.
2.2. Administrative and Other Services. (a) Subadviser will, at
its expense, furnish (i) all necessary investment and management
facilities, including salaries of personnel required for it to execute
its duties faithfully, and (ii) administrative facilities, including
bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio
(excluding determination of net asset values and shareholder
accounting services).
(b) Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act
and the rules thereunder. Subadviser agrees that such records are the
property of the Trust, and will be surrendered to the Trust promptly
upon request. The Manager shall be granted reasonable access to the
records and documents in Subadviser's possession relating to the
Portfolios.
(c) Subadviser shall provide such information as is necessary to
enable Manager to prepare and update the Trust's registration
statement (and any supplement thereto) and the Portfolio's financial
statements. Subadviser understands that the Trust and Manager will
rely on such information in the preparation of the Trust's
registration statement and the Portfolio's financial statements, and
hereby covenants that any such information approved by Subadviser
expressly for use in such registration and/or financial statements
shall be true and complete in all material respects.
(d) Subadviser will vote the Portfolio's investment securities in
the manner in which Subadviser believes to be in the best interests of
the Portfolio, and shall review its proxy voting activities on a
periodic basis with the Trustees.
(e) Subadviser will provide custodian services to the Portfolio
in accordance with the provisions of a separate Custodian Agreement,
dated as of the date hereof, between the Trust, on behalf of the
Portfolio, and Subadviser.
III. SECURITIES LENDING
3.1. Appointment as Agent. For as long as this Agreement shall
remain in effect, Subadviser is hereby authorized as the Portfolio's
agent to lend on a disclosed basis the Portfolio's securities.
Subadviser is further authorized as the Portfolio's agent to sign
agreements with borrowers, ownership or other certificates as may be
required by the Internal Revenue Service or any other tax authorities,
and to take any other actions necessary to effect such loans.
3.2. Indemnification. (a) In the event that any securities lending
transaction is terminated and the loaned securities or any portion
thereof shall not have been returned to the Portfolio by or on behalf
of the borrower within the time specified by Subadviser's agreement
with the borrower (the "Delivery Date"), Subadviser shall, at its
expense, within one (1) business day after the Delivery Date replace
the loaned securities (or any portion thereof not so returned) with a
like amount of the loaned securities of the same issuer, class and
denomination, and hold the Portfolio, the Trustees and Manager
harmless from any brokerage commission, fees, taxes or other expenses
incurred by Subadviser in the purchase of such replacement securities.
If Subadviser is unable to purchase such replacement securities on the
open market within one business day after the Delivery Date (the
"Reimbursement Date"), Subadviser shall credit the Portfolio's account
by the close of business on the Reimbursement Date with an amount of
cash in U.S. dollars equal to (i) if the Portfolio shall continue to
hold such unreturned loaned securities, the Market Value (as defined
below) of such unreturned loaned securities determined at the close of
business as of the Reimbursement Date, plus all financial benefits
derived from the beneficial ownership of the unreturned loaned
securities which have accrued on such securities whether or not
received from borrower, or (ii) if the Portfolio shall have sold such
securities prior to the Reimbursement Date, (A) the sale proceeds in
respect of such sale, to the extent not received by the Portfolio,
plus (B) any interest, penalties, fees or other costs, if any,
incurred by the Portfolio as a direct result of a failure to settle
such sale on a timely basis, provided that such interest, penalties,
fees or other costs shall not include any consequential or special
damages which may arise out of such failure to settle such sale on a
timely basis. The "Market Value" of any securities on any given day
shall be the fair market value of such security on such day, as
determined in accordance with the Portfolio's valuation procedures and
methods, as adopted by the Trustees.
(b) In the event that Subadviser shall be required to make any
payment to the Portfolio or shall incur any loss or expense pursuant
to paragraph (a) above, it shall, to the extent of such payment or
loss or expense, be subrogated to, and succeed to, all of the
Portfolio's rights against the borrower and to the collateral
involved. To the extent the collateral consists of cash or securities
issued or guaranteed by the United States Government or its agencies,
the Portfolio shall contemporaneously with any such payment to the
Portfolio by Subadviser surrender same to Subadviser for its sole
disposition.
(c) Notwithstanding the foregoing, in no event shall Subadviser
incur liability pursuant to paragraph (a) above if Subadviser is
prevented, forbidden or delayed from causing a loaned security to be
returned to the Portfolio by the applicable Delivery Date by reason of
(i) any provision of any present or future law or regulation or order
of the United States of America, or any state thereof, or of any
foreign country, or political subdivision thereof, or of any court of
competent jurisdiction; or (ii) any act of God or war or other similar
circumstance beyond the control of Subadviser unless, in each case,
such delay or nonperformance is caused by (A) the negligence,
misfeasance or misconduct of Subadviser or any of its directors,
officers, employees or agents, or (B) a malfunction or failure of
equipment operated or utilized by Subadviser other than a malfunction
or failure beyond Subadviser's control and which could not have been
reasonably anticipated and/or prevented by Subadviser.
3.3. Market Risk. The Portfolio acknowledges that any cash
collateral provided by a borrower in respect of a securities lending
transaction may be invested by Subadviser on the Portfolio's behalf at
the Portfolio's risk, and if, upon termination of any loan, the cash
collateral held by Subadviser for Portfolio's account is less than the
amount required to be returned to the borrower under Subadviser's
agreement with the borrower, the Portfolio will provide borrower with
cash in the amount of any such deficiency.
3.4. Subadviser's Relationships with Borrowers. The Portfolio
acknowledges that Subadviser or its affiliates may be a creditor of,
for its own account or in a fiduciary capacity, or generally engage in
any kind of commercial or investment banking business with, a
borrower, to whom Subadviser has lent the Portfolio's securities.
Without limiting the generality of the foregoing, Subadviser shall not
be required to disclose to the Portfolio or Manager any financial
information about a borrower obtained in the course of its
relationship with such borrower.
3.5 Securities Lending Procedures. Subadviser's securities lending
activities on behalf of the Portfolio shall be governed by such
procedures as shall be adopted by the Trustees or Manager, as the same
may be amended from time to time.
IV. COMPLIANCE; CONFIDENTIALITY
4.1 Compliance. (a) Subadviser will comply with (i) all applicable
state and federal laws and regulations governing the performance of
the Subadviser's duties hereunder, (ii) the investment objective,
policies and limitations, as provided in the Portfolio's Prospectus
and other governing documents, and (iii) such instructions, policies
and limitations relating to the Portfolio as the Trustees or Manager
may from time to time adopt and communicate in writing to
subadviser.
(b) Subadviser will adopt a written code of ethics complying with
the requirements of Rule 17j-1 under the Investment Company Act and
will provide the Trust with a copy of such code of ethics, evidence of
its adoption and copies of any supplemental policies and procedures
implemented to ensure compliance therewith.
4.2 Confidentiality. The parties to this Agreement agree that each
shall treat as confidential all information provided by a party to the
others regarding such party's business and operations, including
without limitation the investment activities or holdings of the
Portfolio. All confidential information provided by a party hereto
shall be used by any other parties hereto solely for the purposes of
rendering services pursuant to this Agreement and, except as may be
required in carrying out the terms of this Agreement, shall not be
disclosed to any third party without the prior consent of such
providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or which
thereafter becomes publicly available other than in contravention of
this Section 4.2 or which is required to be disclosed by any
regulatory authority in the lawful and appropriate exercise of its
jurisdiction over a party, by any auditor of the parties hereto, by
judicial or administrative process or otherwise by applicable law or
regulation.
V. LIABILITY OF SUBADVISER
5.1 Liability; Standard of Care. Notwithstanding anything herein
to the contrary, except as provided in Section 3.2 hereof, neither
Subadviser, nor any of its directors, officers or employees, shall be
liable to Manager or the Trust for any loss resulting from
Subadviser's acts or omissions as Subadviser to the Portfolio, except
to the extent any such losses result from bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of the
Subadviser or any of its directors, officers or employees in the
performance of the Subadviser's duties and obligations under this
Agreement.
5.2 Indemnification. (a) Subadviser agrees to indemnify and hold
the Trust and Manager harmless from any and all direct or indirect
liabilities, losses or damages (including reasonable attorneys fees)
suffered by the Trust or Manager resulting from (i) Subadviser's
breach of its duties hereunder, or (ii) bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of the
Subadviser or any of its directors, officers or employees in the
performance of the Subadviser's duties and obligations under this
Agreement, except to the extent such loss results from the Trust's or
Manager's own willful misfeasance, bad faith, reckless disregard or
negligence in the performance of their respective duties and
obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser
harmless from any and all direct or indirect liabilities, losses or
damages (including reasonable attorneys fees) suffered by Subadviser
resulting from (i) Manager's breach of its duties under the Management
Contract, or (ii) bad faith, willful misfeasance, reckless disregard
or gross negligence on the part of Manager or any of its directors,
officers or employees in the performance of Manager's duties and
obligations under this Agreement, except to the extent such loss
results from Subadviser's own willful misfeasance, bad faith, reckless
disregard or negligence in the performance of Subadviser's duties and
obligations under this Agreement.
VI. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
6.1 Supplemental Arrangements. Subject to the prior written
consent of the Trustees and Manager, Subadviser may enter into
arrangements with other persons affiliated with Subadviser to better
fulfill its obligations under this Agreement for the provision of
certain personnel and facilities to Subadviser, provided that such
arrangements do not rise to the level of an advisory contract subject
to the requirements of Section 15 of the Investment Company Act.
6.2 Expenses. It is understood that the Portfolio will pay all of
its expenses other than those expressly stated to be payable by
Subadviser hereunder or by Manager under the Management Agreement.
Subadviser expressly agrees to pay the cost of all custody services
required by the Portfolio. Expenses paid by the Portfolios will
include, but not be limited to, (i) interest and taxes; (ii) brokerage
commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses
of the Trustees other than those who are "interested persons" of the
Trust, Manager or Subadviser; (iv) legal and audit expenses; (v)
registrar and transfer agent fees and expenses; (vi) fees and expenses
related to the registration and qualification of the Trust and the
Portfolio's shares for distribution under state and federal securities
laws; (vii) expenses of printing and mailing reports and notices and
proxy material to shareholders of the Portfolio; (viii) all other
expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share based on the relative net assets of the Portfolio and other
registered investment companies having Advisory and Service or
Management Contracts with the Manager, of 50% of insurance premiums
for fidelity bond and other coverage; (x) investment management fees;
(xi) expenses of typesetting for printing Prospectuses and Statements
of Additional Information and supplements thereto sent to existing
shareholders; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and any legal obligation
that the Portfolio may have to indemnify the Trustees, officers and/or
employees or agents with respect thereto. Subadviser shall not cause
the Trust or the Portfolios to incur any expenses, other than those
reasonably necessary for Subadviser to fulfill its obligations under
this Agreement, unless Subadviser has first notified Manager of its
intention to do so.
6.3 Insurance. Subadviser shall maintain for the duration hereof,
with an insurer acceptable to Manager, a blanket bond and professional
liability (errors and omissions) insurance in amounts reasonably
acceptable to Manager. Subadviser agrees that such insurance shall be
considered primary and Subadviser shall assure that such policies pay
claims prior to similar policies that may be maintained by Manager. In
the event Subadviser fails to have in force such insurance, that
failure will not exclude Subadviser's responsibility to pay up to the
limit Subadviser would have had to pay had said insurance been in
force.
VII. CONFLICTS OF INTEREST
7.1 Conflicts of Interest. It is understood that the Trustees,
officers, agents and shareholders of the Trust are or may be
interested in Subadviser as directors, officers, stockholders or
otherwise; that directors, officers, agents and stockholders of
Subadviser are or may be interested in the Trust as trustees,
officers, shareholders or otherwise; that Subadviser may be interested
in the Trust; and that the existence of any such dual interest shall
not affect the validity of this Agreement or of any transactions
hereunder except as otherwise provided in the Trust's Declaration of
Trust and the Articles of Incorporation of Subadviser, respectively,
or by specific provisions of applicable law.
VIII. REGULATION
8.1 Regulation. Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided
pursuant to this Agreement any information, reports or other material
which any such body by reason of this Agreement may reasonably request
or require pursuant to applicable laws and regulations.
IX. DURATION AND TERMINATION OF AGREEMENT
9.1 Effective Date; Duration; Continuance. (a) This Agreement
shall become effective on _________, 1997.
(b) Subject to prior termination pursuant to Section 9.2 below,
this Agreement shall continue in force until July 31, 1998, and
indefinitely thereafter, but only so long as the continuance after
such date shall be specifically approved at least annually by vote of
the Trustees or by a vote of a majority of the outstanding voting
securities of the Portfolio, provided that in either event such
continuance shall also be approved by the vote of a majority of the
Trustees who are not "interested persons" (as such term is defined in
the Investment Company Act) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such
approval.
(c) Shareholder approval of this Agreement or any continuance of
this Agreement, if required, shall be effective with respect to the
Portfolio if a majority of the outstanding voting securities of the
series (as defined in Rule 18f-2(h) under the Investment Company Act)
of shares of the Portfolio votes to approve this Agreement or its
continuance.
9.2 Termination and Assignment. This Agreement may be terminated
at any time, upon sixty days' written notice, without the payment of
any penalty, (i) by the Trustees, (ii) by the vote of a majority of
the outstanding voting securities of the Portfolio; (iii) by Manager,
or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the
payment of any penalty, (i) in the event of its assignment (as defined
in the Investment Company Act) or (ii) in the event the Management
Contract is terminated for any reason.
9.3 Definitions. The terms "registered investment company," "vote
of a majority of the outstanding voting securities," "assignment," and
"interested persons," when used herein, shall have the respective
meanings specified in the Investment Company Act as now in effect or
as hereafter amended, and subject to such orders or no-action letters
as may be granted by the Securities and Exchange Commission.
X. REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1 Representations of the Portfolio. The Trust, on behalf of the
Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the
laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under
the Investment Company Act and the Portfolio is a duly constituted
series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement
are within the Trust's powers, have been and remain duly authorized by
all necessary action (including without limitation all necessary
approvals and other actions required under the Investment Company Act)
and will not violate or constitute a default under any applicable law
or regulation or of any decree, order, judgment, agreement or
instrument binding on the Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(v) this Agreement constitutes a legal, valid and binding
obligation enforceable against the Trust and the Portfolio in
accordance with its terms.
10.2 Representations of the Manager. The Manager represents,
warrants and agrees that:
(i) Manager is a corporation established pursuant to the laws of
the Commonwealth of Massachusetts;
(ii) Manager is duly registered as an "investment adviser" under
the Investment Advisers Act of 1940 ("Advisers Act");
(iii) Manager has been duly appointed by the Trustees and
Shareholders of the Portfolio to provide investment services to the
Portfolio as contemplated by the Management Contract;
(iv) the execution, delivery and performance of this Agreement
are within Manager's powers, have been and remain duly authorized by
all necessary corporate action and will not violate or constitute a
default under any applicable law or regulation or of any decree,
order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(vi) this Agreement constitutes a legal, valid and binding
obligation enforceable against Manager.
10.3 Representations of Subadviser. Subadviser represents,
warrants and agrees that:
(i) Subadviser is a New York banking corporation established
pursuant to the laws of the State of New York;
(ii) Subadviser is duly registered as an "investment adviser"
under the Advisers Act; or is a "bank" as defined in Section 202 (a)
(2) of the Advisers Act or an "insurance company" as defined in
Section 202 (a) (2) of the Advisers Act.
(iii) the execution, delivery and performance of this Agreement
are within Subadviser's powers, have been and remain duly authorized
by all necessary corporate action and will not violate or constitute a
default under any applicable law or regulation or of any decree,
order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is
necessary, except for such consents as have been obtained and are in
full force and effect, and all conditions of which have been duly
complied with; and
(v) this Agreement constitutes a legal, valid and binding
obligation enforceable against Subadviser.
10.4 Covenants of Subadviser. (a) Subadviser will promptly notify
the Trust and Manager in writing of the occurrence of any event which
could have a material impact on the performance of its obligations
pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify
Subadviser from serving as an investment adviser of a registered
investment company pursuant to Section 9 (a) of the Investment Company
Act or otherwise;
(ii) any material change in the Subadviser's overall business
activities that may have a material adverse affect on the Subadviser's
ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of
Subadviser;
(iv) any change in the portfolio manager of the Portfolio;
and
(v) the existence of any pending or threatened audit,
investigation, complaint, examination or other inquiry (other than
routine regulatory examinations or inspections) relating to the
Portfolio conducted by any state or federal governmental regulatory
authority.
(b) Subadviser agrees that it will promptly supply Manager with
copies of any material changes to any of the documents provided by
Subadviser pursuant to Section 4.1.
XI. MISCELLANEOUS PROVISIONS
11.1 Use of Subadviser's Name. Neither the Trust nor Manager will
use the name of Subadviser, or any affiliate of Subadviser, in any
prospectus, advertisement sales literature or other communication to
the public except in accordance with such policies and procedures as
shall be mutually agreed to in writing by the Subadviser and the
Manager.
11.2 Use of Trust or Manager's Name. Subadviser will not use the
name of Manager, the Trust or the Portfolio in any prospectus,
advertisement, sales literature or other communication to the public
except in accordance with such policies and procedures as shall be
mutually agreed to in writing by the Subadviser and the Manager.
11.3 Amendments. This Agreement may only be amended with the prior
written consent of each of the parties hereto and if such amendment is
specifically approved (i) by the vote of a majority of the outstanding
voting securities of the Portfolio, and (ii) by the vote of a majority
of the Trustees who are not interested persons (as such term is
defined in the Investment Company Act) of any person to this Agreement
cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval shall be effective with
respect to the Portfolio if a majority of the outstanding voting
securities of the Portfolio vote to approve the amendment.
11.4 Entire Agreement. This Agreement contains the entire
understanding and agreement of the parties with respect to the subject
hereof.
11.5 Captions. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a
part of the Agreement.
11.6 Notices. All notices required to be given pursuant to this
Agreement shall be delivered or mailed to the last known business
address of the Trust, Manager or Subadviser, as the case may be, in
person or by registered mail or a private mail or delivery service
providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this Section
11.6.
11.7 Severability. Should any portion of this Agreement, for any
reason, be held to be void at law or in equity, the Agreement shall be
construed, insofar as is possible, as if such portion had never been
contained herein.
11.8 Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts (without giving effect to the choice of
law provisions thereof), or any of the applicable provisions of the
Investment Company Act. To the extent that the laws of the
Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment
Company Act, the latter shall control.
11.9 Limitation of Liability. A copy of the Declaration of Trust
establishing the Trust, dated July 10, 1987, together with all
amendments, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this
Agreement is not executed on behalf of any of the Trustees as
individuals and no Trustee, shareholder, officer, employee or agent of
the Trust shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation
or claim, in connection with the affairs of the Trust or the
Portfolio, but only the assets belonging to the Portfolio shall be
liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed under seal by their duly authorized officers as of the
date first mentioned above.
[Signature lines omitted]
APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among
Variable Insurance Products Fund II (the "Trust"), on behalf of Index
500 portfolio (the "Portfolio"), Fidelity Management & Research
Company ("Manager") and Bankers Trust Company ("Subadviser"),
Subadviser shall be compensated for the services it performs on behalf
of the Portfolio as follows:
1. Fees Payable by Manager. Manager will pay Subadviser a monthly
fee computed at an annual rate of 0.006% (0.6 basis points) of the
average daily net assets of the Portfolio (computed in the manner set
forth in the Trust's Declaration of Trust) throughout the month.
Subadviser's fee shall be computed monthly, and within twelve
business days of the end of each calendar month, Manager shall
transmit to Subadviser the fee for the previous month. Payment shall
be made in federal funds wired to a bank account designated by
Subadviser. If this Agreement becomes effective or terminates before
the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any
assets of the Trust or the Portfolio, for the payment of Subadviser's
fees arising under this Paragraph 1.
2. Fees Payable by Trust. The Trust, on behalf of the Portfolio,
shall pay Subadviser a monthly fee equal to 40% of the Portfolio's
aggregate Net Securities Lending Income (as defined below)
attributable to the securities lending activities conducted by
Subadviser on the Portfolio's behalf. For purposes of this Paragraph
2, the Portfolio's aggregate "Net Securities Lending Income" for any
given month shall be calculated in accordance with the following
provisions:
(a) Loans Collateralized by Cash. For securities lending
transactions collateralized by cash, the Portfolio's aggregate Net
Securities Lending Income attributable to such transactions for such
month shall be equal to (i) the income earned by the Portfolio from
investing such cash collateral during such month, plus (ii) if such
cash collateral is invested in a money market fund or similar
investment vehicle managed by Subadviser or its affiliates, an amount
equal to the Portfolio's pro rata share (calculated by dividing the
average daily amount of the Portfolio's cash collateral so invested
during such month by the average daily net assets of such investment
vehicle for such month) of the Total Operating Expenses (as defined
below) accrued by such investment vehicle in respect of such month,
less (iii) any rebates, commissions or similar fees paid by the
Portfolio in respect of such transactions during such month. For
purposes of this subparagraph 2(a), an investment vehicle's "Total
Operating Expenses" shall consist of "Management Fees," "Rule 12b-1
Fees," and "Other Expenses," as such terms are defined in paragraphs
8, 9, and 10, respectively, of the instructions to Part A, Item 2 of
the form of registration statement promulgated by the Securities and
Exchange Commission on Form N-1A, as the same may be amended from time
to time.
(b) Loans Collateralized by Securities. For securities lending
transactions collateralized by securities or a letter of credit, the
Portfolio's aggregate Net Securities Lending Income attributable to
such transactions for such month shall be equal to (i) the securities
lending fees paid by the borrower to the Portfolio in respect of such
transactions, less (ii) any rebates, commissions or similar fees paid
by the Portfolio in respect of such transactions.
(c) Substitute Payments. Substitute payments received by the
Portfolio from a borrower in lieu of any dividends, distributions or
other financial benefits paid out in respect of a loaned security
shall not be considered part of the Portfolio's Net Securities Lending
Income for purposes of calculating the fee payable by the Portfolio
pursuant to this Paragraph 2, except that (i) to the extent that any
such substitute payment exceeds the amount that the Portfolio would
have received had such security not been loaned to the borrower, the
Portfolio's Net Securities Lending Income shall be increased by an
amount equal to the difference, and (ii) to the extent that any such
substitute payment is less than the amount that the Portfolio would
have received had such security not been loaned to the borrower, the
Portfolio's Net Securities Lending Income shall be decreased by an
amount equal to the difference.
The fees payable by the Portfolio pursuant to this Paragraph 2
shall accrue daily and shall be paid to Subadviser monthly within
twelve business days of the end of each calendar month. If the
Portfolio's aggregate Net Securities Lending Income for any calendar
month shall be a negative amount, the fee payable by the Portfolio for
such month pursuant to this Paragraph 2 shall be zero, and an amount
equal to 40% of such negative Net Securities Lending Income shall be
carried forward and applied against future fees earned by Subadviser
pursuant to this Paragraph 2 for a period not to exceed 3 calendar
months.
Subadviser agrees to look exclusively to the assets of the
Portfolio, and not to any other assets of the Trust or Manager, for
the payment of Subadviser's fees arising under this Paragraph 2.
EXHIBIT 1
BANKERS TRUST COMPANY - DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C>
Name Principal Occupation Business Address
Lee A. Ault III Director of Various Bankers Trust Company
Corporations c/o Office of the Secretary
130 Liberty Street, MS2310
New York, NY 10006
Neil R. Austrian Director; formerly Bankers Trust Company
Director of Alex. c/o Office of the Secretary
Brown; President and 130 Liberty Street, MS2310
Chief Operating Officer New York, NY 10006
of the National
Football League
George B. Beitzel Director of Various 29 King Street
Corporations Chappaqua, NY 10514-3432
Phillip A. Griffiths Director, Institute for Institute for Advanced Study
Advanced Study Olden Lane
Princeton, NJ 08540
William R. Howell Chairman Emeritus, J.C. Penney Company, Inc.
J.C. Penney Company, P.O. Box 10001
Inc. Plano, TX 753001-0001
Vernon E. Jordan, Jr. Senior Partner, Akin, Akin, Gump, Strauss, Hauer &
Gump, Strauss, Hauer Feld, LLP
& Feld, LLP 1333 New Hampshire Ave.
NW
Suite 400
Washington, DC 20036
A. B. Krongard Vice Chairman of the Bankers Trust Company
Board of Directors of c/o Office of the Secretary
Bankers Trust 130 Liberty Street, MS2310
Company and Bankers New York, NY 10006
Trust New York
Corporation.
Hamish Maxwell Retired Chairman and Philip Morris Companies Inc.
Chief Executive Officer, 100 Park Ave. - 10th Flr.
Philip Morris New York, NY 10017
Companies, Inc.
Frank N. Newman Chairman of the Bankers Trust Company
Board, Chief Executive 130 Liberty Street
Officer and President, New York, NY 10006
Bankers Trust
Company and Bankers
Trust New York
Corporation
N.J. Nicholas Jr. Investor 15 West 53rd Street #34F
New York, NY 10019
Name Principal Occupation Business Address
Russell E. Palmer Chairman and Chief The Palmer Group
Executive Officer, The 3600 Market Street, Suite 530
Palmer Group Philadelphia, PA 19104
Donald L. Staheli Chairman of the Board Bankers Trust Company
and Chief Executive c/o Office of the Secretary
Officer (Retired), 130 Liberty Street, MS2310
Continental Grain New York, NY 10006
Company
Patricia Carry Stewart Former Vice President, Bankers Trust Company
The Edna McConnell c/o Office of the Secretary
Clark Foundation 130 Liberty Street, MS2310
New York, NY 10006
G. Richard Thoman Director; President and Bankers Trust Company
Chief Operating Officer c/o Office of the Secretary
of Xerox Corporation 130 Liberty Street, MS2310
New York, NY 10006
George J. Vojta Vice Chairman of the Bankers Trust Company
Board, Bankers Trust 130 Liberty Street
Company and Bankers New York, NY 10006
Trust New York
Corporation
Paul A. Volcker Director of Various 599 Lexington Avenue
Corporations 40th Floor
New York, NY 10022
</TABLE>
EXHIBIT 1
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE
RATIOS (A)
<TABLE>
<CAPTION>
INVESTMENT
FISCAL
AVERAGE
RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS
ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C>
INDEX FUNDS
Variable Insurance Products II:
Index 500 12/31/96 $ 480.5 0.13%*
Spartan U.S. Equity Index 2/28/97 5,035.0 0.01*
Spartan Market Index 4/30/97 1,491.9 0.45
</TABLE>
(a) All fund data are as of the fiscal year end noted in the
chart.
(b) Average net assets are computed on the basis of average net
assets of each fund at the close of business on each business day
throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or
due from FMR pursuant to voluntary or state expense limitations. Funds
so affected are indicated by an (*).
EXHIBIT 1
BANKERS TRUST COMPANY ADVISED/SUB-ADVISED MUTUAL FUNDS
<TABLE>
<CAPTION>
<S> <C> <C>
Fund Assets as of
Advisory Fees
June 30, 1997 Payable to BT (a)
S&P INDEX FUNDS
Equity Index Portfolio (b) $ 2,531,251,100 0.06%*
INCLUDES THE FOLLOWING FEEDER FUNDS:
1,564,477,700
BT Inst'l: Equity 500 Index Fund (c)
BT Pyramid Investment Equity 500
578,288,600
Index (d)
385,840,300
USAA S&P 500 Index (e)
2,644,600
Amer AADV: S&P 500 - AMR Class 0
(f)
Scudder S&P 500 Index (g)
VALIC S&P (Variable Annuity Life
2,544,652,300
0.05% 1st $500mm
Insurance Company) (i) 0.03% over $500mm
PacMut S&P (Pacific Mutual Life
620,980,600
0.07% 1st $100mm
Insurance Company) (i)
0.03% next $100mm
0.01% over $200mm
minimum $20,000
advisory fee
S&P "INDEX BASED" FUND
AARP U.S. Stock Index (j)
23,749,000
0.07% 1st $100mm
0.03% next $100mm
0.01% over $200mm
minimum $75,000
advisory fee; 15%
discount first 12
months
EAFE INDEX FUNDS
BT Inv Port: EAFE Equity Index Portfolio 56,114,100 0.22%*
(b)
INCLUDES THE FOLLOWING FEEDER FUNDS:
54,437,200
BT ADV: EAFE Equity Index Fund -
Inst'l Cl (c)
1,676,800
BT ADV: EAFE Equity Index Fund -
Adv Cl (d)
BT Insur: EAFE Equity Index Fund
0 0.34%*
(Variable Annuity) (h)
Fund Assets as of
Advisory Fees
June 30, 1997 Payable to BT (a)
RUSSELL 2000 INDEX FUNDS
BT Inv Port: Small Cap Index Portfolio (b) $89,471,000 0.10%*
INCLUDES THE FOLLOWING FEEDER FUNDS:
490,500
BT ADV: Small Cap Index Fund -
Adv Cl (d)
66,543,900
BT ADV: Small Cap Index Fund -
Inst'l Cl (c)
BT Insur: Small Cap Index Fund
0 0.22%*
(Variable Annuity) (h)
</TABLE>
(a) Reflects reductions for any expense reimbursement paid by or
due from the pursuant to expense limitations. Funds so affected are
indicated by an (*).
(b) Master portfolio not available for direct retail purchase
(c) Feeder fund available to institutional investors through BT
(d) Feeder fund available to retail investors through BT
(e) Feeder fund available to customers of United States Automobile
Association and retail public
(f) Feeder fund available to customers of American Airlines
(g) Feeder fund available to customers of Scudder, Stevens & Clark;
commenced operations on August 29, 1997
(h) Available only through variable annuity products; the EAFE
Equity Index Fund and Small Cap Index Fund of the BT Insurance Funds
Trust commenced operations on August 22, 1997
(i) Available only through variable annuity products
(j) Sub-advised fund available to members of American Association
of Retired Persons
VIPII-i500-pxs-0997 CUSIP #922175302/FUND #157
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
VIP II INDEX 500 PORTFOLIO
Dear Contract Holder:
I am writing to let you know that a special shareholder meeting of VIP
II Index 500 Portfolio will be held in November. The purpose of the
meeting is to vote on several important proposals that affect the
fund. As a contract holder, you have the opportunity to voice your
opinion on the matters that affect your fund. This package contains
information about the proposals and the materials to use when voting
by mail.
Please read the enclosed materials and cast your vote on the proxy
card. PLEASE VOTE AND RETURN YOUR CARD PROMPTLY. YOUR VOTE IS
EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
All of the proposals have been carefully reviewed by the Board of
Trustees. The Trustees, most of whom are not affiliated with
Fidelity, are responsible for protecting the interests of shareholders
of VIP II Index 500. The Trustees believe these proposals are in the
best interest of shareholders, and recommend that you vote for each
proposal.
The following Q&A is provided to assist you in understanding the
proposals. Each proposal is described in the enclosed proxy
statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
To cast your vote, simply complete the proxy card enclosed in this
package. Be sure to sign the card before mailing it in the
postage-paid envelope
If you have any questions before you vote, please contact your
insurance company. They'll be glad to help you get your vote in
quickly. Thank you for your participation in this important
initiative.
Sincerely,
Edward C. Johnson 3d
President
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the proposals found in the proxy statement that are
to be voted on at the special shareholder meeting. If you have any
questions regarding the proposals, please call your insurance company.
WHAT IS BANKERS TRUST (BT) AND WHY IS FIDELITY HIRING A SUB-ADVISOR?
Bankers Trust is a major institutional money manager and one of the
nation's leading managers of index funds with 20 years of experience
in managing investments indexed to the S&P 500 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 Fidelity Management & Research Company (FMR). FMR made the
proposal as part of its ongoing efforts to provide services to the
fund efficiently and at low cost.
WHAT IS BEING AMENDED IN THE MANAGEMENT CONTRACT?
The proposed amendment modifies the management contract with FMR in
two ways. First, the proposal would allow BT to be appointed as
sub-advisor to the fund. Second, the proposal would reduce the
management fee payable by the fund to FMR
Under the Present Management Contract, the fund pays FMR a management
fee at an annual rate of 0.28% of average net assets. Under the
Amended Management Contract, the management fee would be 0.24% of
average net assets.
FMR is currently limiting the fund's total operating expenses of the
fund to 0.28% of average net assets. If the proposals are approved,
excluded from the 0.28% limit on total operating expenses would be
BT's sub-advisory fees associated with securities lending, which are
estimated at 0.002% of average net assets.
WILL TOTAL OPERATING EXPENSES INCREASE IN THE NEAR TERM?
FMR's current expense cap of 0.28% remains in place whether or not the
proposals are approved. However, if the proposals are approved,
sub-advisory fees associated with securities lending (estimated to be
0.002% of average net assets) will not be subject to the expense
limit. With FMR's expense cap, VIP II Index 500 Portfolio is one of
the lowest cost index funds in the U.S.
WHAT WILL BE THE ROLES OF FIDELITY AND BANKERS TRUST?
FMR currently serves as the fund's manager. As manager, FMR's duties
include managing the fund's investments and supervising relationships
with other companies that provide the fund with services.
Under the proposals, FMR would continue to serve as the fund's manager
and investment advisor, but would delegate part of its duties to BT.
As sub-advisor, BT would have day-to-day responsibility for managing
the fund's investments in accordance with its policy of attempting to
duplicate the performance of the S&P 500. BT would also provide
custodial and securities lending services.
WHAT IS THE BENEFIT OF AMENDING THE DIVERSIFICATION LIMITATION?
This proposal would permit the fund to invest without limit in the
securities of other investment companies. This would allow the fund,
for example, to invest its cash position in a money market fund
instead of investing indirectly. This could be useful to the fund if
it allows for better returns or makes portfolio management more
efficient. If approved, and if BT is granted an exemptive order to
permit the investment of cash collateral from securities lending
transactions in a BT-managed money market fund, the fund would benefit
in several ways. These benefits include reducing costs and/or
providing greater returns on the cash collateral from the fund's
securities lending program.
THE PROXY SAYS THAT THE BOARD OF TRUSTEES HAS APPROVED THESE CHANGES.
WHAT ROLE DOES THE BOARD PLAY?
The Trustees oversee the investment policies and operations of the
fund, most trustees are disinterested, ie: not officers or otherwise
affiliated with Fidelity. Members of the Board are fiduciaries and
have an obligation to serve the best interests of the fund's
shareholders, including approving policy changes such as those
proposed for your fund. In addition, the Trustees review fund
performance, oversee a fund's activities, and review contractual
arrangements with companies that provide services to a fund.
HOW MANY VOTES AM I ENTITLED TO CAST?
In accordance with current law and interpretations thereof, a
participating insurance company is required to request voting
instructions from policyowners and must vote shares in the separate
account in proportion to the voting instructions received. A contract
holder is entitled to one vote as to any matter on which it is
entitled to vote, and each fractional share shall be entitled to a
proportionate fractional vote. The record date is September 22, 1997.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
In the event the fund does not reach a quorum, the persons named as
proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. The Trustees expect that each
insurance company will vote all of the shares it holds, so please vote
so that the insurance company knows how to vote. Your insurance
company is required to vote the shares that it holds in accordance
with instructions received from its variable annuity and variable life
insurance policy holders. Any shares for which instructions are not
given by policy holders will be voted by the insurance company in the
same proportion as the shares for which instructions are received.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card, and mailing it in the enclosed postage paid envelope. If you
need assistance, or have any questions regarding the proposals, please
contact your insurance company representative.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. For example, a trustee for a trust or other entity should
sign, "Ann B. Collins, Trustee."
Vote this proxy card TODAY! Your prompt response will
save VIP II: Index 500 the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur S. Loring, and Ralph F. Cox, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Variable Insurance Products Fund II (the Fund): Index 500
Portfolio, which are held in the account of the undersigned in the
Variable Account at the Special Meeting of persons having a voting
interest in Index 500 Portfolio, to be held at the office of the Fund
at 82 Devonshire St., Boston, MA 02109, on November 19, 1997, at 11:30
a.m. and at any adjournments thereof. Receipt of the Notice of the
Meeting and the accompanying Proxy Statement is hereby acknowledged.
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 _____________, 1997
_______________________________________
_______________________________________
Signatures (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 922175302/fund# 157
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 other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1(a). To approve an amended Management Contract for FOR [ ] AGAINST [ ] ABSTAIN [ ]
the fund.
1(b). To adopt a sub-advisory agreement for the fund. FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ]
limitation concerning diversification to exclude
securities of other investment companies.
</TABLE>
VIPII:I500-PXC-997 cusip # 922175302/fund# 157
