VARIABLE INSURANCE PRODUCTS FUND II: INITIAL CLASS
ASSET MANAGER PORTFOLIO
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Charter" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment.
The following information replaces the similar information found
under the heading "The Fund in Detail" in the "FMR and Its Affiliates"
section.
FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of the
shares of Fidelity's variable insurance funds, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase more than 10% of the outstanding voting securities of a
single issuer. This limitation does not apply to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer. This limitation does not
apply to U.S. Government securities or to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do
not apply to U.S. Government securities or to securities of other
investment companies.
The following information supplements the similar information found
under the heading "The Fund in Detail" in the "Management Fee"
section.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
VARIABLE INSURANCE PRODUCTS FUND: INITIAL CLASS
GROWTH PORTFOLIO
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Charter" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment.
The following information replaces the similar information found
under the heading "The Fund in Detail" in the "FMR and Its Affiliates"
section.
FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of the
shares of Fidelity's variable insurance funds, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase more than 10% of the outstanding voting securities of a
single issuer. This limitation does not apply to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer. This limitation does not
apply to U.S. Government securities or to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do
not apply to U.S. Government securities or to securities of other
investment companies.
VARIABLE INSURANCE PRODUCTS FUND II: INITIAL CLASS
ASSET MANAGER: GROWTH PORTFOLIO
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Charter" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment.
The following information replaces the similar information found
under the heading "The Fund in Detail" in the "FMR and Its Affiliates"
section.
FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of the
shares of Fidelity's variable insurance funds, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase more than 10% of the outstanding voting securities of a
single issuer. This limitation does not apply to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer. This limitation does not
apply to U.S. Government securities or to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do
not apply to U.S. Government securities or to securities of other
investment companies.
VARIABLE INSURANCE PRODUCTS FUND II: INITIAL CLASS
INDEX 500 PORTFOLIO
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Charter" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "BT and Its Affiliates"
section.
BT may allocate brokerage transactions to FMR and BT broker-dealer
affiliates and in a manner that takes into account the sale of the
shares of Fidelity's variable insurance funds, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
VARIABLE INSURANCE PRODUCTS FUND II: INITIAL CLASS
INVESTMENT GRADE BOND PORTFOLIO
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Charter" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment.
The following information replaces the similar information found
under the heading "The Fund in Detail" in the "FMR and Its Affiliates"
section.
FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of the
shares of Fidelity's variable insurance funds, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, the fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer. This limitation does not
apply to U.S. Government securities or to securities of other
investment companies.
The following information replaces the similar information found under
the heading "The Fund in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer. These limitations do not apply to U.S.
Government securities or to securities of other investment companies.
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III:
INITIAL CLASS
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME, ASSET MANAGER,
ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX 500, GROWTH &
INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, AND OVERSEAS
PORTFOLIOS
SUPPLEMENT TO THE APRIL 30, 1998 PROSPECTUS
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Charter" section.
With respect to funds of VIP, VIP II, and VIP III, the number of votes
your insurance company is entitled to is based upon the dollar value
of its investment.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "FMR and Its Affiliates"
section.
Louis Salemy is portfolio manager for VIP III: Growth & Income, which
he has managed since September 1998. Previously, he was the
associate manager of VIP III Growth & Income and managed other
Fidelity funds. Since joining Fidelity in 1992, Mr. Salemy has worked
as an analyst, manager and portfolio assistant.
The following information replaces the similar information found
under the heading "The Funds in Detail" in the "BT and Its Affiliates"
section.
FMR (BT for Index 500) may allocate brokerage transactions to its
broker-dealer affiliates and in a manner that takes into account the
sale of shares of the fund(s), provided that the fund(s) receive
brokerage services and commission rates comparable to those of other
broker-dealers.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, each fund
(other than Money Market Portfolio) may not purchase more than 10% of
the outstanding voting securities of a single issuer. For Asset
Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund
Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income
Portfolio, Index 500 Portfolio, Investment Grade Bond Portfolio, and
Overseas Portfolio, this limitation does not apply to securities of
other investment companies.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: Money Market Portfolio may not invest more than 5% of
its total assets in any one issuer, except that the fund may invest up
to 10% of its total assets in the highest quality securities of a
single issuer for up to three business days. These limitations do not
apply to U.S. Government securities or to securities of other money
market funds.
With respect to 75% of its total assets, each of Investment Grade
Bond, High Income, Asset Manager, Asset Manager: Growth, Balanced,
Equity-Income, Index 500, Growth & Income, Growth Opportunities,
Contrafund, Growth, and Overseas Portfolios may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer. This limitation does not apply to U.S.
Government securities or, for Asset Manager Portfolio, Asset Manager:
Growth Portfolio, Contrafund Portfolio, Equity-Income Portfolio,
Growth Portfolio, High Income Portfolio, Index 500 Portfolio,
Investment Grade Bond Portfolio, Money Market Portfolio, and Overseas
Portfolio, to securities of other investment companies.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, each fund (other than Money
Market Portfolio) may not purchase a security if, as a result, more
than 5% would be invested in the securities of any one issuer and may
not purchase more than 10% of the outstanding voting securities of a
single issuer. These limitations do not apply to U.S. Government
securities or, for Asset Manager Portfolio, Asset Manager: Growth
Portfolio, Contrafund Portfolio, Equity-Income Portfolio, Growth
Portfolio, High Income Portfolio, Index 500 Portfolio, Investment
Grade Bond Portfolio, and Overseas Portfolio, to securities of other
investment companies.
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III:
SERVICE CLASS
HIGH INCOME, ASSET MANAGER,
ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, GROWTH & INCOME,
GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, AND OVERSEAS PORTFOLIOS
SUPPLEMENT TO THE APRIL 30, 1998
PROSPECTUS
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Charter" section.
With respect to funds of VIP, VIP II, and VIP III, the number of votes
your insurance company is entitled to is based upon the dollar value
of its investment.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "FMR and Its Affiliates"
section.
Louis Salemy is portfolio manager for VIP III: Growth & Income, which
he has managed since September 1998. Previously, he was the
associate manager of VIP III Growth & Income and managed other
Fidelity funds. Since joining Fidelity in 1992, Mr. Salemy has worked
as an analyst, manager and portfolio assistant.
The following information replaces the similar information found
under the heading "The Funds in Detail" in the "FMR and Its
Affiliates" section.
FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of shares
of the funds, provided that the funds receive brokerage services and
commission rates comparable to those of other broker-dealers.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, each fund may
not purchase more than 10% of the outstanding voting securities of a
single issuer. For Asset Manager Portfolio, Asset Manager: Growth
Portfolio, Contrafund Portfolio, Equity-Income Portfolio, Growth
Portfolio, High Income Portfolio, and Overseas Portfolio, this
limitation does not apply to securities of other investment companies.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Securities and Investment
Practices" section.
RESTRICTIONS: With respect to 75% of its total assets, each fund may
not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer. This limitation does not
apply to U.S. Government securities or, for Asset Manager Portfolio,
Asset Manager: Growth Portfolio, Contrafund Portfolio, Equity-Income
Portfolio, Growth Portfolio, High Income Portfolio, and Overseas
Portfolio, to securities of other investment companies.
The following information replaces the similar information found under
the heading "The Funds in Detail" in the "Fundamental Investment
Policies and Restrictions" section.
With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do
not apply to U.S. Government securities or, for Asset Manager
Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio,
Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, and
Overseas Portfolio, to securities of other investment companies.
SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUND:
MONEY MARKET PORTFOLIO, HIGH INCOME PORTFOLIO, EQUITY-INCOME
PORTFOLIO,
GROWTH PORTFOLIO, AND OVERSEAS PORTFOLIO
VARIABLE INSURANCE PRODUCTS FUND II:
ASSET MANAGER PORTFOLIO, CONTRAFUND PORTFOLIO, INDEX 500 PORTFOLIO,
INVESTMENT GRADE BOND PORTFOLIO, AND ASSET MANAGER: GROWTH PORTFOLIO
VARIABLE INSURANCE PRODUCTS FUND III:
BALANCED PORTFOLIO, GROWTH & INCOME PORTFOLIO,
AND GROWTH OPPORTUNITIES PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
APRIL 30, 1998
The shareholders of the Portfolios of Variable Insurance Products
Fund and Variable Insurance Products Fund II approved a number of
proposals at meetings held on September 16, 1998. Changes to the
Statement of Additional Information resulting from the adoption of the
proposals are noted.
THE FOLLOWING FUNDAMENTAL INVESTMENT LIMITATION REPLACES THE SIMILAR
LIMITATION FOR MONEY MARKET PORTFOLIO FOUND IN THE "INVESTMENT
POLICIES AND LIMITATIONS" SECTION.
(1) The fund may not purchase the securities of any issuer if, as a
result, the fund would not comply with any applicable diversification
requirements for a money market fund under the Investment Company Act
of 1940 and the rules thereunder, as such may be amended from time to
time.
THE FOLLOWING NON-FUNDAMENTAL INVESTMENT LIMITATION REPLACES THE
SIMILAR LIMITATION FOR MONEY MARKET PORTFOLIO FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.
(i) The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities or securities of other money market
funds) if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer; provided that the fund
may invest up to 10% of its total assets in the first tier securities
of a single issuer for up to three business days.
THE FOLLOWING FUNDAMENTAL INVESTMENT LIMITATION REPLACES THE SIMILAR
LIMITATION FOR HIGH INCOME, EQUITY-INCOME, GROWTH, OVERSEAS,
INVESTMENT GRADE BOND, ASSET MANAGER, CONTRAFUND, AND ASSET MANAGER:
GROWTH PORTFOLIOS' FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS"
SECTION.
(1) 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 FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION IN THE
"PORTFOLIO TRANSACTIONS" SECTION.
To the extent permitted by applicable law, FMR (BT for Index 500) is
authorized to allocate portfolio transactions in a manner that takes
into account assistance received in the distribution of shares of the
funds or other Fidelity funds (Index 500) and to use the research
services of brokerage and other firms that have provided such
assistance.
THE FOLLOWING INFORMATION SUPPLEMENTS THAT FOUND IN THE "PERFORMANCE
COMPARISONS" SECTION UNDER THE "PERFORMANCE" HEADING.
Balanced may compare its performance to that of the Fidelity Balanced
Composite Benchmark which is a hypothetical representation of the
performance of the fund's general investment categories using a
weighting of 60% equity and 40% bond. The following indices are used
to calculate the Fidelity Balanced Composite Benchmark: equity-the
Standard & Poor's 500 Index, a widely recognized, unmanaged index of
common stocks; and bond-the Lehman Brothers Aggregate Bond Index, a
benchmark of investment-grade bonds. The index weightings of the
Fidelity Balanced Composite Benchmark are rebalanced monthly.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN THE
"TRUSTEES AND OFFICERS" SECTION.
*ROBERT C. POZEN (5 2) , Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.
THE FOLLOWING INFORMATION IS DELETED FROM THE "TRUSTEES AND OFFICERS"
SECTION.
STEVEN KAYE (38), is Vice President of VIP III: Growth & Income
Portfolio (1998) and another fund advised by FMR. Prior to assuming
his current responsibilities, Mr. Kaye managed a variety of Fidelity
funds.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN THE
"MANAGEMENT CONTRACTS" SECTION.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
HIGH EQUITY- GROWTH OVERSEAS ASSET GROWTH & BALANCED
INCOME INCOME MANAGER INCOME
CONTRACT DATED OCTOBER 1, OCTOBER 1, OCTOBER 1, OCTOBER 1, OCTOBER 1, JANUARY NOVEMBER
1998 1998 1998 1998 1998 1, 1997 18, 1994
DATE APPROVED SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER DECEMBER NOVEMBER
BY SHAREHOLDERS 16, 1998 16, 1998 16, 1998 16, 1998 16, 1998 19, 1996 21, 1994
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CONTRAFUN ASSET GROWTH MONEY INVESTMENT INDEX 500
D MANAGER: OPPORTUNITIES MARKET GRADE BOND
GROWTH
CONTRACT DATED OCTOBER 1, OCTOBER 1, NOVEMBER OCTOBER 1, OCTOBER 1, DECEMBER
1998 1998 18, 1994 1998 1998 1, 1997
DATE APPROVED SEPTEMBER SEPTEMBER NOVEMBER SEPTEMBER SEPTEMBER NOVEMBER
BY SHAREHOLDERS 16, 1998 16, 1998 21, 1994 16, 1998 16, 1998 19, 1997
</TABLE>
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOR MONEY
MARKET PORTFOLIO FOUND IN THE "MANAGEMENT CONTRACTS" SECTION UNDER THE
"MANAGEMENT FEES" HEADING.
The following is the fee schedule for Money Market Portfolio.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
AVERAGE GROUP ANNUALIZED GROUP NET EFFECTIVE ANNUAL FEE
ASSETS RATE ASSETS RATE
0 - $3 BILLION .3700% $ 0.5 BILLION .3700%
3 - 6 .3400 25 .2664
6 - 9 .3100 50 .2188
9 - 12 .2800 75 .1986
12 - 15 .2500 100 .1869
15 - 18 .2200 125 .1793
18 - 21 .2000 150 .1736
21 - 24 .1900 175 .1690
24 - 30 .1800 200 .1652
30 - 36 .1750 225 .1618
36 - 42 .1700 250 .1587
42 - 48 .1650 275 .1560
48 - 66 .1600 300 .1536
66 - 84 .1550 325 .1514
84 - 120 .1500 350 .1494
120 - 156 .1450 375 .1476
156 - 192 .1400 400 .1459
192 - 228 .1350 425 .1443
228 - 264 .1300 450 .1427
264 - 300 .1275 475 .1413
300 - 336 .1250 500 .1399
336 - 372 .1225 525 .1385
372 - 408 .1200 550 .1372
408 - 444 .1175
444 - 480 .1150
480 - 516 .1125
OVER 516 .1100
This fee schedule has been approved by shareholders of Money Market
Portfolio.
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOR HIGH
INCOME PORTFOLIO AND INVESTMENT GRADE BOND PORTFOLIO FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION UNDER THE "MANAGEMENT FEES" HEADING.
The following is the fee schedule for High Income Portfolio and
Investment Grade Bond Portfolio.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
AVERAGE GROUP ANNUALIZED GROUP NET EFFECTIVE ANNUAL FEE
ASSETS RATE ASSETS RATE
0 - $3 BILLION .3700% $ 0.5 BILLION .3700%
3 - 6 .3400 25 .2664
6 - 9 .3100 50 .2188
9 - 12 .2800 75 .1986
12 - 15 .2500 100 .1869
15 - 18 .2200 125 .1793
18 - 21 .2000 150 .1736
21 - 24 .1900 175 .1690
24 - 30 .1800 200 .1652
30 - 36 .1750 225 .1618
36 - 42 .1700 250 .1587
42 - 48 .1650 275 .1560
48 - 66 .1600 300 .1536
66 - 84 .1550 325 .1514
84 - 120 .1500 350 .1494
120 - 156 .1450 375 .1476
156 - 192 .1400 400 .1459
192 - 228 .1350 425 .1443
228 - 264 .1300 450 .1427
264 - 300 .1275 475 .1413
300 - 336 .1250 500 .1399
336 - 372 .1225 525 .1385
372 - 408 .1200 550 .1372
408 - 444 .1175
444 - 480 .1150
480 - 516 .1125
OVER 516 .1100
This fee schedule has been approved by shareholders of High Income
Portfolio and Investment Grade Bond Portfolio.
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOR
EQUITY-INCOME, GROWTH, OVERSEAS, ASSET MANAGER, CONTRAFUND AND ASSET
MANAGER: GROWTH PORTFOLIOS FOUND IN THE "MANAGEMENT CONTRACTS" SECTION
UNDER THE "MANAGEMENT FEES" HEADING.
The following is the fee schedule for Equity-Income, Growth, Overseas,
Asset Manager, Contrafund, and Asset Manager: Growth Portfolios.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
AVERAGE GROUP ANNUALIZED GROUP NET EFFECTIVE ANNUAL FEE
ASSETS RATE ASSETS RATE
0 - $3 BILLION .5200% $ 0.5 BILLION .5200
3 - 6 .4900 25 .4238
6 - 9 .4600 50 .3823
9 - 12 .4300 75 .3626
12 - 15 .4000 100 .3512
15 - 18 .3850 125 .3430
18 - 21 .3700 150 .3371
21 - 24 .3600 175 .3325
24 - 30 .3500 200 .3284
30 - 36 .3450 225 .3249
36 - 42 .3400 250 .3219
42 - 48 .3350 275 .3190
48 - 66 .3250 300 .3163
66 - 84 .3200 325 .3137
84 - 102 .3150 350 .3113
102 - 138 .3100 375 .3090
138 - 174 .3050 400 .3067
174 - 210 .3000 425 .3046
210 - 246 .2950 450 .3024
246 - 282 .2900 475 .3003
282 - 318 .2850 500 .2982
318 - 354 .2800 525 .2962
354 - 390 .2750 550 .2942
390 - 426 .2700
426 - 462 .2650
462 - 498 .2600
498 - 534 .2550
OVER 534 .2500
This fee schedule has been approved by shareholders of Equity-Income
Portfolio, Growth Portfolio, Overseas Portfolio, Asset Manager
Portfolio, Contrafund Portfolio, and Asset Manager: Growth Portfolio.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" SECTION UNDER THE "SUB-ADVISERS" HEADING.
On behalf of High Income, Balanced, Growth & Income, Growth
Opportunities, Asset Manager, Contrafund, Asset Manager: Growth and
Overseas Portfolios, FMR may also grant the sub-advisers investment
management authority, as well as the authority to buy and sell
securities if FMR believes it would be beneficial to a fund.
On behalf of High Income, Balanced, Growth & Income, Growth
Opportunities, Asset Manager, Contrafund, Asset Manager: Growth and
Overseas Portfolios, for providing discretionary investment management
and executing portfolio transactions, the sub-advisers are compensated
as follows:
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN THE
"DESCRIPTION OF THE TRUSTS" SECTION.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the
trust. Each Declaration of Trust provides that the trust shall not
have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation,
or instrument entered into or executed by the trust or the Trustees
shall include a provision limiting the obligations created thereby to
the trust or to one or more funds and its or their assets. Each
Declaration of Trust provides for indemnification out of each fund's
property of any shareholder held personally liable for the obligations
of the fund. Each Declaration of Trust also provides that each fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the fund and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances
in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to
shareholders is remote.
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION IN THE
"DESCRIPTION OF THE TRUSTS"SECTION.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. Shareholders receive one vote for each dollar value of net
asset value they own. The shares have no preemptive or conversion
rights; the voting and dividend rights, and the right of redemption
are described in the Prospectus. Shares are fully paid and
nonassessable, except as set forth under the heading "Shareholder and
Trustee Liability" above. Shareholders representing 10% or more of a
trust or one of its funds may, as set forth in the Declaration of
Trust, call meetings of a trust or fund for any purpose related to the
trust or fund, as the case may be, including, in the case of a meeting
of an entire trust, the purpose of voting on removal of one or more
Trustees. Each trust or any fund may be terminated upon the sale of
its assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally, such terminations must be approved by a majority of
the trust or the fund, as determined by the current value of each
shareholder's investment in the fund or trust. For Variable Insurance
Products Fund and Variable Insurance Products Fund II, subject to
applicable Federal and state law, the Trustees may, however,
reorganize or terminate any trust or any fund without prior
shareholder approval. If not so terminated or reorganized, the trust
and its funds will continue indefinitely.
