VARIABLE INSURANCE PRODUCTS FUND III:
BALANCED PORTFOLIO
DATED APRIL 30, 1997 SUPPLEMENT TO THE PROSPECTUS
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Fund in Detail"
section.
Effective January 1, 1998, John D. Avery will assume the
responsibility of managing VIP III: Balanced Portfolio. He will
succeed Bettina Doulton who will continue managing the fund until that
date.
The original class of shares (Initial Class) of the fund is offered
through the funds' April 30, 1997 Prospectus and Statement of
Additional Information. An additional class of shares (Service Class)
of the fund is offered through a separate Prospectus and Statement of
Additional Information dated October 31, 1997.
The following information supplements the information found under the
heading "Who May Want to Invest" in the "Key Facts" section.
The fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Initial Class shares, the original class of shares, of the fund are
offered at net asset value and are not subject to a 12b-1 fee. Service
Class shares of the fund are offered at net asset value and are
subject to a 12b-1 fee. Because Initial Class shares are not subject
to a 12b-1 fee, Initial Class shares are expected to have a higher
total return than Service Class shares (excluding charges and expenses
attributable to any particular insurance product). You may obtain more
information about Service Class shares, which are not offered through
this prospectus, from your insurance company or by calling Fidelity
Distributors Corporation at 1-800-544-2442.
The following information replaces the similar information found under
the heading "Charter" in the "The Fund in Detail" section.
The number of votes your insurance company is entitled to is based
upon the dollar value of its investment. For a further discussion,
please refer to your insurance company's separate account prospectus.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Fund in Detail"
section.
Bettina Doulton is Vice President and lead manager of VIP III:
Balanced Portfolio, which she has managed since March 1996. She also
manages other Fidelity funds. Since joining Fidelity in 1986, Ms.
Doulton has worked as a research assistant, analyst, and manager.
Kevin Grant is Vice President of VIP III: Balanced Portfolio and
manager of its fixed-income investments since March 1996. He also
manages several other Fidelity funds. Prior to joining Fidelity as a
manager in 1993, Mr. Grant was a vice president and chief mortgage
strategist at Morgan Stanley for three years.
John Avery is associate manager of VIP III: Balanced Portfolio, which
he has managed since September 1997. He also manages another Fidelity
fund. Mr. Avery joined Fidelity as an analyst in 1995. Previously, he
was an analyst for Putnam Investments from 1993 to 1994. Mr. Avery
received his MBA from The Wharton School at the University of
Pennsylvania in 1993.
The following information replaces the similar information found under
the heading "Transaction Details" in the "Account Policies" section.
A CLASS'S NAV is the value of a single share. The NAV of Initial Class
of each fund is computed by adding Initial Class's pro rata share of
the value of the fund's investments, cash, and other assets,
subtracting Initial Class's pro rata share of the value of the fund's
liabilities, subtracting the liabilities allocated to Initial Class,
and dividing the result by the number of Initial Class shares of the
fund that are outstanding.
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A
class's REDEMPTION PRICE (price to sell one share) is its NAV.
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III:
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME, ASSET MANAGER,
ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX 500, GROWTH &
INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, OVERSEAS PORTFOLIOS
SUPPLEMENT TO THE APRIL 30, 1997 PROSPECTUS
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Funds in Detail"
section.
Effective January 1, 1998, John D. Avery will assume the
responsibility of managing VIP III: Balanced Portfolio. He will
succeed Bettina Doulton who will continue managing the fund until that
date.
The original class of shares (Initial Class) of each fund is offered
through the funds' April 30, 1997 Prospectus and Statement of
Additional Information. An additional class of shares (Service Class)
of each fund, except Index 500 Portfolio, Investment Grade Bond
Portfolio, and Money Market Portfolio, is offered through a separate
Prospectus and Statement of Additional Information dated October 31,
1997.
The following information supplements the information found under the
heading "Who May Want to Invest" in the "Key Facts" section.
Each fund (except Money Market Portfolio, Investment Grade Bond
Portfolio, and Index 500 Portfolio) is composed of multiple classes of
shares. All classes of a fund have a common investment objective and
investment portfolio. Initial Class shares, the original class of
shares, of each fund are offered at net asset value and are not
subject to a 12b-1 fee. Service Class shares of each fund (except
Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500
Portfolio) are offered at net asset value and are subject to a 12b-1
fee. Because Initial Class shares are not subject to a 12b-1 fee,
Initial Class shares are expected to have a higher total return than
Service Class shares (excluding charges and expenses attributable to
any particular insurance product). You may obtain more information
about Service Class shares, which are not offered through this
prospectus, from your insurance company or by calling Fidelity
Distributors Corporation at 1-800-544-2442.
The following information replaces the similar information found under
the heading "Charter" in the "The Funds in Detail" section.
With respect to funds of VIP and VIP II, your insurance company is
entitled to one vote for each share it owns. With respect to funds of
VIP III, the number of votes your insurance company is entitled to is
based upon the dollar value of its investment. For a further
discussion, please refer to your insurance company's separate account
prospectus. Separate votes are taken by each class of shares, fund, or
trust, if a matter affects just that class of shares, fund, or trust,
respectively.
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Funds in Detail"
section.
(solid bullet)Fidelity Management & Research (U.K.) Inc. (FMR U.K.),
in London, England, serves as a sub-adviser for High Income, Asset
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth
Opportunities, Contrafund, and Overseas Portfolios.
(solid bullet)Fidelity Management & Research (Far East) Inc. (FMR Far
East), in Tokyo, Japan, serves as a sub-adviser for High Income, Asset
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth
Opportunities, Contrafund, and Overseas Portfolios.
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Funds in Detail"
section.
Barry Coffman is Vice President and manager of VIP: High Income
Portfolio, which he has managed since August 1990. He also co-manages
several other Fidelity funds. Mr. Coffman joined Fidelity as an
analyst in 1986.
Dick Habermann is Vice President and lead manager of VIP II: Asset
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio, both of
which he has managed since March 1996. He also manages several other
Fidelity funds. Previously, he was division head for international
equities and director of international research from 1991 to 1996. Mr.
Habermann joined Fidelity in 1968.
Charles Morrison is Vice President and manager of VIP II: Asset
Manager Portfolio's and VIP II: Asset Manager: Growth Portfolio's
fixed-income investments, which he has managed since February 1997. He
also manages other Fidelity funds. Since joining Fidelity in 1987, Mr.
Morrison has worked as an analyst and manager.
Steve Snider is manager of the equity investments of VIP II: Asset
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio,
positions he has held since October 1997. He also manages trust
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider
joined Fidelity in 1992 as a quantitative analyst. Since then, he has
worked as a manager and a Vice President for FMTC.
John Todd is Vice President of VIP II: Asset Manager Portfolio and VIP
II: Asset Manager: Growth Portfolio and manager of each fund's money
market investments, which he has managed since December 1996. He also
manages other Fidelity funds. Mr. Todd joined Fidelity as a portfolio
manager in 1981.
Bettina Doulton is Vice President and lead manager of VIP III:
Balanced Portfolio, which she has managed since March 1996. She also
manages other Fidelity funds. Since joining Fidelity in 1986, Ms.
Doulton has worked as a research assistant, analyst, and manager.
John Avery is associate manager of VIP III: Balanced Portfolio, which
he has managed since September 1997. He also manages another Fidelity
fund. Mr. Avery joined Fidelity as an analyst in 1995. Previously, he
was an analyst for Putnam Investments from 1993 to 1994. Mr. Avery
received his MBA from The Wharton School at the University of
Pennsylvania in 1993.
Kevin Grant is Vice President and manager of VIP II: Investment Grade
Bond Portfolio, which he has managed since February 1997. He also is
Vice President of VIP III: Balanced Portfolio and manager of its
fixed-income investments since March 1996. He also manages several
other Fidelity funds. Prior to joining Fidelity as a manager in 1993,
Mr. Grant was a vice president and chief mortgage strategist at Morgan
Stanley for three years.
Stephen Petersen is Vice President and manager of VIP: Equity-Income
Portfolio, which he has managed since January 1997. He also manages
other Fidelity funds. Since joining Fidelity in 1980, Mr. Petersen has
worked as an analyst and manager.
Beth Terrana is Vice President and manager of VIP III: Growth & Income
Portfolio, which she has managed since inception. She also manages
other Fidelity funds. Since joining Fidelity in 1983, Ms. Terrana has
worked as an analyst, portfolio assistant, and manager.
George Vanderheiden is Vice President and manager of VIP III: Growth
Opportunities Portfolio, which he has managed since January 1995. He
also manages several other Fidelity funds. Mr. Vanderheiden joined
Fidelity in 1971; he has worked as a portfolio manager since 1980.
Will Danoff is Vice President and manager of VIP II: Contrafund
Portfolio, which he has managed since January 1995. He also manages
another Fidelity fund. Since joining Fidelity in 1986, Mr. Danoff has
worked as an analyst and manager.
Jennifer Uhrig is Vice President and manager of VIP: Growth Portfolio,
which she has managed since January 1997. She also manages another
Fidelity fund. Since joining Fidelity in 1987, Ms. Uhrig has worked as
an analyst and manager.
Richard Mace is Vice President and manager of VIP: Overseas Portfolio,
which he has managed since March 1996. He also manages several other
Fidelity funds. Since joining Fidelity in 1987, Mr. Mace has worked as
an analyst and manager.
The following information supplements the information found under the
heading "Investment Principles and Risks" in the "The Funds in Detail"
section.
FMR normally invests each fund's assets according to its investment
strategy. High Income, Asset Manager, Asset Manager: Growth, Balanced,
Equity-Income, Index 500, Growth & Income, Growth Opportunities,
Contrafund, Growth, and Overseas Portfolios also reserve the right to
invest without limitation in preferred stocks and investment-grade
debt instruments for temporary, defensive purposes. Investment Grade
Bond Portfolio reserves the right to invest without limitation in
investment-grade money market or short-term debt instruments for
temporary, defensive purposes.
The following information replaces the "Restrictions" for "Equity
Securities" and "Exposure to Foreign Markets," respectively, found
under the heading "Securities and Investment Practices" in the "The
Funds in Detail" section.
RESTRICTIONS: With respect to 75% of its total assets, each fund
(excluding Money Market) may not purchase more than 10% of the
outstanding voting securities of any issuer. High Income may invest up
to 20% of its total assets in common stocks and other equity
securities.
RESTRICTIONS: FMR limits the amount of each of High Income,
Equity-Income, Growth, Investment Grade Bond, Asset Manager and Index
500 Portfolios' assets that may be invested in foreign securities to
50%. However, pursuant to certain state insurance regulations, each
such fund and each of Money Market, Overseas, Asset Manager: Growth,
Balanced, Growth Opportunities, and Contrafund Portfolios may not
invest more than 20% of its assets in any one foreign country. Each of
these funds may have an additional 15% invested in securities of
issuers located in any one (but only one) of the following countries:
Australia, Canada, France, Japan, the United Kingdom, or Germany.
The following information supplements the information found under the
heading "Securities and Investment Practices" in the "The Funds in
Detail" section.
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S.
repurchase agreements, and may be denominated in foreign currencies.
They also may involve greater risk of loss if the counterparty
defaults. Some counterparties in these transactions may be less
creditworthy than those in the U.S. markets.
The following information replaces the similar information found under
the heading "Breakdown of Expenses" in the "The Funds in Detail"
section.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for Money Market, High Income, Asset
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth
Opportunities, Contrafund, and Overseas Portfolios. Each fund also
pays OTHER EXPENSES, which are explained on page 31.
The following information replaces the similar information found under
the heading "Management Fee" in the "The Funds in Detail" section.
On behalf of High Income, Asset Manager: Growth, Balanced, Growth
Opportunities, Growth & Income, Contrafund, and Overseas Portfolios,
the sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, and FIIA a fee equal to 50%
of its management fee rate with respect to a fund's investments that
the sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K.
a fee equal to 110% of the cost of providing these services.
The following information replaces the similar information found under
the heading "Transaction Details" in the "Account Policies" section.
A CLASS'S NAV is the value of a single share. The NAV of Initial Class
of each fund is computed by adding Initial Class's pro rata share of
the value of the fund's investments, cash, and other assets,
subtracting Initial Class's pro rata share of the value of the fund's
liabilities, subtracting the liabilities allocated to Initial Class,
and dividing the result by the number of Initial Class shares of the
fund that are outstanding.
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A
class's REDEMPTION PRICE (price to sell one share) is its NAV.
The following information supplements the disclosure regarding Index
500 Portfolio.
SHAREHOLDER MEETING. On or about November 19, 1997, a shareholder
meeting will be held to consider the adoption of a sub-advisory
agreement with Bankers Trust Company (BT), to consider amendments to
the fund's present management contract, and to consider another
proposal. If shareholders of record on September 22, 1997 approve the
sub-advisory agreement and the amended management contract, Fidelity
Management & Research Company (FMR) would continue to serve as the
fund's manager and investment adviser, but would delegate part of its
duties to BT. As sub-advisor, BT would have day-to-day
responsibilities for managing the fund's investments. BT would also
provide custodial and securities lending services to the fund. 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.
The proposed amendment to the fund's management contract with FMR
would amend the contract to allow for the appointment of a sub-advisor
to the fund and to reduce the management fee rate from an annual rate
of 0.28% of the fund's average net assets to an annual rate of 0.24%
of the fund's average net assets.
BT is a major institutional money manager and one of the nation's
leading managers of index funds with over 20 years' experience in
managing investments indexed to the S&P 500(registered trademark) 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 if FMR provided these
services itself.
If you wish to receive a proxy statement, please call 1-800-843-3001.
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III:
HIGH INCOME, ASSET MANAGER,
ASSET MANAGER: GROWTH, BALANCED,
EQUITY-INCOME, GROWTH & INCOME,
GROWTH OPPORTUNITIES, CONTRAFUND,
GROWTH, OVERSEAS PORTFOLIOS
SUPPLEMENT TO THE OCTOBER 31, 1997
SERVICE CLASS PROSPECTUS
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" in the "The Funds in Detail"
section.
Effective January 1, 1998, John D. Avery will assume the
responsibility of managing VIP III: Balanced Portfolio. He will
succeed Bettina Doulton who will continue managing the fund until that
date.
