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: | ||||
[ ] | 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 under Rule 14a-12 | |||
Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III | ||||
(Name of Registrant as Specified In Its Charter) | ||||
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: | |||
[ ] | Fee paid previously with preliminary materials. | |||
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
VIP EQUITY-INCOME PORTFOLIO
VIP GROWTH PORTFOLIO
VIP HIGH INCOME PORTFOLIO
VIP MONEY MARKET PORTFOLIO
VIP OVERSEAS PORTFOLIO
VIP VALUE PORTFOLIO
FUNDS OF
VARIABLE INSURANCE PRODUCTS FUND
VIP ASSET MANAGERSM PORTFOLIO
VIP ASSET MANAGER: GROWTH® PORTFOLIO
VIP CONTRAFUND® PORTFOLIO
VIP DISCIPLINED SMALL CAP PORTFOLIO
VIP INDEX 500 PORTFOLIO
VIP INVESTMENT GRADE BOND PORTFOLIO
FUNDS OF
VARIABLE INSURANCE PRODUCTS FUND II
<R>VIP AGGRESSIVE GROWTH PORTFOLIO
VIP BALANCED PORTFOLIO
VIP DYNAMIC CAPITAL APPRECIATION PORTFOLIO
VIP GROWTH & INCOME PORTFOLIO
VIP GROWTH OPPORTUNITIES PORTFOLIO
VIP MID CAP PORTFOLIO
VIP VALUE STRATEGIES PORTFOLIO
FUNDS OF
VARIABLE INSURANCE PRODUCTS FUND III
82 Devonshire Street, Boston, Massachusetts 021091-800-544-54291-877-208-0098</R>
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, VIP Asset ManagerSM Portfolio, VIP Asset Manager: Growth® Portfolio, VIP Contrafund® Portfolio, VIP Disciplined Small Cap Portfolio, VIP Index 500 Portfolio, andVIP Investment Grade Bond Portfolio, VIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Mid Cap Portfolio, and VIP Value Strategies Portfolio (the funds), will be held at an office ofVariableof Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III (the trust)trusts), 27 State Street, 10th Floor, Boston, Massachusetts 02109 on November 17, 2004,15, 2006, at 10:9:30 a.m. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposals,proposal, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.
2. To elect a Board of Trustees.
3. To amend each fund's fundamental investment limitation concerning lending.
The Board of Trustees of each trust has fixed the close of business on September 20, 200418, 2006 as the record date for the determination of the shareholders of each of the funds and classes, if applicable, entitled to notice of, and to vote at, such Meeting and any adjournments thereof.
By order of the Board of Trustees,
ERIC D. ROITER Secretary
September 20, 200418, 2006
Your vote is important - please vote your shares promptly.
Any variable product owners, who have a voting interest in variable accounts holding shares of the trust,trust(s), 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 proxy card or 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 responding promptly, no matter how large or small your voting interest may be.
INSTRUCTIONS FOR EXECUTING PROXY CARD OR VOTING INSTRUCTION FORM
The following general rules for executing proxy cards or voting instruction forms 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 orcardor voting instruction form properly.
1.Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card orcardor voting instruction form.
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 orcardor voting instruction form. 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 | |
C. | 1) | Anthony B. Craft, Cust. | Anthony B. Craft |
f/b/o Anthony B. Craft, Jr. | |||
UGMA |
SPECIAL MEETING OF SHAREHOLDERS OF
VARIABLE INSURANCE PRODUCTS FUND:
VIP EQUITY-INCOME PORTFOLIO
VIP GROWTH PORTFOLIO
VIP HIGH INCOME PORTFOLIO
VIP MONEY MARKET PORTFOLIO
VIP OVERSEAS PORTFOLIO
VIP VALUE PORTFOLIO
VARIABLE INSURANCE PRODUCTS FUND II:
VIP ASSET MANAGER PORTFOLIO
VIP ASSET MANAGER: GROWTH PORTFOLIO
VIP CONTRAFUND PORTFOLIO
VIP DISCIPLINED SMALL CAP PORTFOLIO
VIP INDEX 500 PORTFOLIO
VIP INVESTMENT GRADE BOND PORTFOLIO
VARIABLE INSURANCE PRODUCTS FUND III:
VIP AGGRESSIVE GROWTH PORTFOLIO
VIP BALANCED PORTFOLIO
VIP DYNAMIC CAPITAL APPRECIATION PORTFOLIO
VIP GROWTH & INCOME PORTFOLIO
VIP GROWTH OPPORTUNITIES PORTFOLIO
VIP MID CAP PORTFOLIO
VIP VALUE STRATEGIES PORTFOLIO
TO BE HELD ON NOVEMBER 17, 200415, 2006
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, the Board of Trustees of Variable Insurance Products Fund II, and the Board of Trustees of Variable Insurance Products Fund III (the trust)trusts) to be used at the Special Meeting of Shareholders of VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Index 500 Portfolio, andVIP Investment Grade Bond Portfolio, (theVIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Mid Cap Portfolio, and VIP Value Strategies Portfolio(the funds) and at any adjournments thereof (the Meeting), to be held on November 17, 200415, 2006 at 10:9:30 a.m. ET at 27 State Street, 10th Floor, Boston, Massachusetts 02109, an office of the trusttrusts and Fidelity Management & Research Company (FMR), the funds' investment adviser.
<R>The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy or voting instruction form on or about September 20, 200418, 2006. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of thetrust. eachtrust.
If the funds record votes by telephone or through the internet, they will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each class of each fund (other than VIP Index 500 Portfolio)provided the expenses do not exceed each class of each fund'sclass's existing voluntary expense cap as follows: </R>of:
Initial Initial Service Service Service Service Investor Investor VIP Aggressive Growth PortfolioA 0.90% n/a 1.00% n/a 1.15% n/a 1.05% n/a VIP Asset Manager PortfolioA 0.80% n/a 0.90% n/a 1.05% n/a 0.95% n/a VIP Asset Manager: Growth PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a VIP Balanced PortfolioA 0.70% n/a 0.80% n/a 0.95% n/a 0.85% n/a VIP Contrafund PortfolioB 0.85% n/a 0.95% n/a 1.10% 1.10% 1.00% n/a VIP Disciplined Small Cap PortfolioA 1.00% n/a 1.10% n/a 1.25% n/a 1.15% n/a VIP Dynamic Capital Appreciation PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a VIP Equity-Income PortfolioB 0.75% n/a 0.85% n/a 1.00% 1.00% 0.90% n/a VIP Growth PortfolioB 0.85% n/a 0.95% n/a 1.10% 1.10% 1.00% n/a VIP Growth & Income PortfolioA 0.75% n/a 0.85% n/a 1.00% n/a 0.90% n/a VIP Growth Opportunities PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a VIP High Income PortfolioC 0.75% 0.75% 0.85% 0.85% 1.00% 1.00% 0.85% n/a VIP Investment Grade Bond PortfolioA 0.58% n/a 0.68% n/a 0.83% n/a 0.65% n/a VIP Mid Cap PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a VIP Money Market PortfolioA 0.40% n/a 0.50% n/a 0.65% n/a 0.50% n/a VIP Overseas PortfolioD 1.10% 1.10% 1.20% 1.20% 1.35% 1.35% n/a 1.25% VIP Value PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a VIP Value Strategies PortfolioA 0.85% n/a 0.95% n/a 1.10% n/a 1.00% n/a AThe Fund does not offer Initial Class R, Service Class R, Service Class 2 R, or Investor Class R shares. BThe Fund does not offer Initial Class R, Service Class R, or Investor Class R shares. CThe Fund does not offer Investor Class R shares. DThe Fund does not offer Investor Class shares. |
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Expenses exceeding each class'sthe voluntary expense cap of each class of each fund (other than VIP Index 500 Portfolio) will be paid by FMR. The funds (except VIP Index 500 Portfolio) will reimburse insurance companies and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.
For VIP Index 500 Portfolio, the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be borne by FMR.FMR will reimburse insurance companiesand others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.
The costs are allocated among the funds based upon the number of shareholder accounts in each fund.
<R>The principal business address of FMR, each fund's investment adviser and administrator, and FMR Co., Inc. (FMRC), sub-adviser to Asset Managerthe funds (except VIP Disciplined Small Cap Portfolio, Asset Manager Growth:VIP Index 500 Portfolio, ContrafundVIP Investment Grade Bond Portfolio, and Index 500 Portfolio,VIP Money Market Portfolio), is One Federal Street, Boston, Massachusetts 02110. The principal business address of Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, is 82 Devonshire Street, Boston, Massachusetts, 02109. The principal business address of Fidelity Investments Money Management, Inc. (FIMM), sub-adviser to VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, andVIP Balanced Portfolio, VIP Investment Grade Bond Portfolio, and VIP Money Market Portfolio, is One Spartan Way, Merrimack, New Hampshire 03054. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; Fidelity Research & Analysis Company (FRAC) (formerly known as Fidelity Management & Research (Far East) Inc. (FMR Far East)), located at Shiroyama JT Mori Bldg. 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan;82 Devonshire Street, Boston, Massachusetts 02109; and Fidelity Investments Japan Limited (FIJ), located at Shiroyama JT Trust Tower, 3-1,Mori Building, 4-3-1 Toranomon 4-chome, Minato-ku, Tokyo Japan 105-6019;105, Japan; and Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda;Bermuda are also sub-advisers to the funds (except VIP Disciplined Small Cap Portfolio and VIP Index 500 Portfolio). Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), located at 25 Cannon Street, London, EC4M 5TA, England areEC4M5TA is also sub-advisersa sub-adviser to Asset Managerthe funds (except VIP Disciplined Small Cap Portfolio, Asset Manager:VIP Equity-Income Portfolio, VIP Growth Portfolio, and Contrafund Portfolio. FIIA and FIIA(U.K.)L are also sub-advisers of Investment Grade Bond Portfolio.VIP Index 500 Portfolio). The principal business address of Geode Capital Management, LLC, sub-adviser to VIP Disciplined Small Cap Portfolio and VIP Index 500 Portfolio, is 53 State Street, Boston, Massachusetts 02109.</R>
If the enclosed proxy or voting instruction form is executed and returned,it may nevertheless be revoked at any time prior to its use by written notification received by the appropriate trust, by the execution of a later-dated proxy orproxyor voting instruction form, or by attending the Meeting and voting in person.
All proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and 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 properly executed proxy or voting instruction form, it will be voted FOR the matters specified on the proxy orproxyor voting instruction form. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, but insurance company variable accounts may vote all of their shares in the same proportion as the voting instructions actually received from variable product owners. See page<Click Here>.
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 itemsitem are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents 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 proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to eachthe 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 itemsitem in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.
Shares of each class of each fundof thefund of each trust issued and outstanding as of July 31, 20042006 are indicated in the following table:
Number of | |
| 708,510 |
VIP Aggressive Growth Portfolio: Service Class | 112,629 |
VIP Aggressive Growth Portfolio: Service Class 2 | 1,094,904 |
VIP Aggressive Growth Portfolio: Investor Class | 350,598 |
VIP Asset Manager Portfolio: Initial Class |
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| 1,494,137 |
VIP Asset Manager: Growth Portfolio: Initial Class |
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| 474,752 |
VIP Balanced Portfolio: Initial Class | 18,628,815 |
VIP Balanced Portfolio: Service Class | 1,077,014 |
VIP Balanced Portfolio: Service Class 2 | 2,802,591 |
VIP Balanced Portfolio: Investor Class | 3,880,019 |
VIP Contrafund Portfolio: Initial Class |
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| 7,340,385 |
VIP Disciplined Small Cap Portfolio: Initial Class | 307,250 |
VIP Disciplined Small Cap Portfolio: Service Class | 125,115 |
VIP Disciplined Small Cap Portfolio: Service Class 2 | 125,002 |
VIP Disciplined Small Cap Portfolio: Investor Class | 529,975 |
VIP Dynamic Capital Appreciation Portfolio: Initial Class | 7,124,281 |
VIP Dynamic Capital Appreciation Portfolio: Service Class | 96,042 |
VIP Dynamic Capital Appreciation Portfolio: Service Class 2 | 2,415,227 |
VIP Dynamic Capital Appreciation Portfolio: Investor Class | 2,928,883 |
VIP Equity-Income Portfolio: Initial Class | 303,094,155 |
VIP Equity-Income Portfolio: Service Class | 41,811,455 |
VIP Equity-Income Portfolio: Service Class 2 | 77,395,007 |
VIP Equity-Income Portfolio: Service Class 2 R | 448,211 |
VIP Equity-Income Portfolio: Investor Class | 3,726,495 |
VIP Growth Portfolio: Initial Class | 170,566,350 |
VIP Growth Portfolio: Service Class | 26,633,598 |
VIP Growth Portfolio: Service Class 2 | 17,507,646 |
VIP Growth Portfolio: Service Class 2 R | 158,705 |
VIP Growth Portfolio: Investor Class | 1,632,844 |
VIP Growth & Income Portfolio: Initial Class | 37,037,366 |
VIP Growth & Income Portfolio: Service Class | 25,123,564 |
VIP Growth & Income Portfolio: Service Class 2 | 42,310,681 |
VIP Growth & Income Portfolio: Investor Class | 2,331,611 |
VIP Growth Opportunities Portfolio: Initial Class | 19,146,730 |
VIP Growth Opportunities Portfolio: Service Class | 9,986,112 |
VIP Growth Opportunities Portfolio: Service Class 2 | 3,305,740 |
VIP Growth Opportunities Portfolio: Investor Class | 319,005 |
VIP High Income Portfolio: Initial Class | 138,259,530 |
VIP High Income Portfolio: Initial Class R | 13,515 |
VIP High Income Portfolio: Service Class | 40,589,522 |
VIP High Income Portfolio: Service Class R | 13,549 |
VIP High Income Portfolio: Service Class 2 | 15,357,930 |
VIP High Income Portfolio: Service Class 2 R | 13,651 |
VIP High Income Portfolio: Investor Class | 6,726,333 |
VIP Index 500 Portfolio: Initial Class |
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VIP Investment Grade Bond Portfolio: Investor Class | 9,666,234 |
VIP Mid Cap Portfolio: Initial Class | 42,020,146 |
VIP Mid Cap Portfolio: Service Class | 32,093,821 |
VIP Mid Cap Portfolio: Service Class 2 | 131,842,281 |
VIP Mid Cap Portfolio: Investor Class | 3,889,975 |
VIP Money Market Portfolio: Initial Class | 1,719,536,126 |
VIP Money Market Portfolio: Service Class | 34,547,789 |
VIP Money Market Portfolio: Service Class 2 | 77,792,595 |
VIP Money Market Portfolio: Investor Class | 384,660,326 |
VIP Overseas Portfolio: Initial Class | 70,378,068 |
VIP Overseas Portfolio: Initial Class R | 10,661,597 |
VIP Overseas Portfolio: Service Class | 15,716,203 |
VIP Overseas Portfolio: Service Class R | 6,119,638 |
VIP Overseas Portfolio: Service Class 2 | 28,930,568 |
VIP Overseas Portfolio: Service Class 2 R | 2,878,208 |
VIP Overseas Portfolio: Investor Class R | 4,176,254 |
VIP Value Portfolio: Initial Class | 1,891,552 |
VIP Value Portfolio: Service Class | 82,058 |
VIP Value Portfolio: Service Class 2 | 498,298 |
VIP Value Portfolio: Investor Class | 2,058,870 |
VIP Value Strategies Portfolio: Initial Class | 10,476,937 |
VIP Value Strategies Portfolio: Service Class | 5,281,792 |
VIP Value Strategies Portfolio: Service Class 2 | 15,507,401 |
VIP Value Strategies Portfolio: Investor Class | 2,149,208 |
<R>To the knowledge of the trust,trusts, substantial (5% or more) record ownership of each fund and class on July 31, 20042006 was as follows:</R>
| Fidelity Investments Life Insurance Company | Boston, MA | 75.41% |
VIP Aggressive Growth Portfolio: Initial Class | Fidelity Investments | Boston, MA | 14.78% |
VIP Aggressive Growth Portfolio: Initial Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 5.03% |
VIP Aggressive Growth Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 88.33% |
VIP Aggressive Growth Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 8.35% |
VIP Aggressive Growth Portfolio: Service Class | Fidelity Investments | Boston, MA | 92.77% |
VIP Aggressive Growth Portfolio: Service Class | Nationwide Financial | Columbus, OH | 7.27% |
VIP Aggressive Growth Portfolio: Service Class 2 | American National | Galveston, TX | 35.57% |
VIP Aggressive Growth Portfolio: Service Class 2 | Fidelity Investments | Boston, MA | 35.26% |
VIP Aggressive Growth Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 29.23% |
VIP Asset Manager Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 21.51% |
VIP Asset Manager Portfolio: Initial Class | Nationwide | Columbus, OH |
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| MetLife | Hartford, CT | 10.04% |
VIP Asset Manager Portfolio: Initial Class | American United Life Insurance Company | Indianapolis, IN |
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| Richmond, VA |
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| Boston, MA |
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| Empire Fidelity Investments Life Insurance Company | New York, NY | 6.68% |
VIP Asset Manager Portfolio: Service Class | Ameritas | Lincoln, NE |
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| Lincoln National | Fort Wayne, IN |
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| Nationwide | Columbus, OH |
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| Houston, TX |
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| Allstate Life Insurance Company | Lincoln, NE | 11.08% |
VIP Asset Manager Portfolio: Service Class 2 | Nationwide | Columbus, OH |
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| Ameritas | Lincoln, NE |
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| Western & Southern |
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| Empire Fidelity Investments Life Insurance Company | New York, NY | 6.58% |
VIP Asset Manager: Growth Portfolio: Initial Class | AIG | Houston, TX | 5.64% |
VIP Asset Manager: Growth Portfolio: Initial Class | Security Benefit | Topeka, KS |
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| Fidelity Investments Life Insurance Company | Boston, MA | 85.55% |
VIP Asset Manager: Growth Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 12.71% |
VIP Asset Manager: Growth Portfolio: Service Class 2 |
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| Nationwide | Columbus, OH |
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| Ameritas | Lincoln, NE |
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| Columbus, OH | 59.56% |
VIP Asset Manager: Growth Portfolio: Service Class | Ameritas | Lincoln, NE | 23.28% |
VIP Asset Manager: Growth Portfolio: Service Class | MetLife | Boston, MA | 17.16% |
VIP Balanced Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 71.89% |
VIP Balanced Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 12.75% |
VIP Balanced Portfolio: Initial Class | Empire Fidelity Investments Life Insurance Company | New York, NY |
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| Fidelity Investments Life Insurance Company | Boston, MA | 92.52% |
VIP Balanced Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 7.31% |
VIP Balanced Portfolio: Service Class | Nationwide Financial | Columbus, OH | 95.33% |
VIP Balanced Portfolio: Service Class 2 | Guardian Insurance & Annuity Company, Inc. | Bethlehem, PA | 39.04% |
VIP Balanced Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 20.19% |
VIP Balanced Portfolio: Service Class 2 | Western & Southern | Cincinnati, OH | 18.45% |
VIP Balanced Portfolio: Service Class 2 | Genworth Financial | Richmond, VA | 14.57% |
VIP Contrafund Portfolio: | ING | Hartford, CT |
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| Fidelity Investments Life Insurance Company | Boston, MA | 15.23% |
VIP Contrafund Portfolio: Initial Class | Nationwide | Columbus, OH |
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| New York Life Group | New York, NY |
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| Mutual of America | New York, NY | 5.62% |
VIP Contrafund Portfolio: Initial Class | Mass Mutual | Springfield, MA | 5.48% |
VIP Contrafund Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 88.58% |
VIP Contrafund Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 6.43% |
VIP Contrafund Portfolio: Service Class | Nationwide | Columbus, OH |
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| Lincoln National | Fort Wayne, IN |
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| Guardian Insurance & Annuity Company, Inc. | Bethlehem, PA | 5.12% |
VIP Contrafund Portfolio: Service Class 2 | Ameriprise Financial Corporation | Minneapolis, MN | 13.26% |
VIP Contrafund Portfolio: Service Class 2 | ING | West Chester, PA | 12.56% |
VIP Contrafund Portfolio: Service Class 2 | Lincoln National | Fort Wayne, IN | 8.93% |
VIP Contrafund Portfolio: Service Class 2 | Hartford Life | Hartford, CT | 8.03% |
VIP Contrafund Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 7.54% |
VIP Contrafund Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA |
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| New York, NY | 6.02% |
VIP Contrafund Portfolio: Service Class 2 R | Nationwide Financial | Columbus, OH | 99.31% |
VIP Disciplined Small Cap Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 57.42% |
VIP Disciplined Small Cap Portfolio: Initial Class | Fidelity Investments | Boston, MA | 40.70% |
VIP Disciplined Small Cap Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 69.49% |
VIP Disciplined Small Cap Portfolio: Investor Class | Fidelity Investments | Boston, MA | 23.60% |
VIP Disciplined Small Cap Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 6.88% |
VIP Disciplined Small Cap Portfolio: Service Class | Fidelity Investments | Boston, MA | 99.96% |
VIP Disciplined Small Cap Portfolio: Service Class 2 | Fidelity Investments | Boston, MA | 100.00% |
VIP Dynamic Capital Appreciation Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 91.86% |
VIP Dynamic Capital Appreciation Portfolio: Initial Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 7.62% |
VIP Dynamic Capital Appreciation Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 63.38% |
VIP Dynamic Capital Appreciation Portfolio: Service Class | Nationwide Financial | Columbus, OH | 75.70% |
VIP Dynamic Capital Appreciation Portfolio: Service Class | Fidelity Investments | Boston, MA | 24.31% |
VIP Dynamic Capital Appreciation Portfolio: Service Class 2 | MetLife | Hartford, CT |
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| Richmond, VA |
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| Nationwide Financial | Columbus, OH | 19.55% |
VIP Dynamic Capital Appreciation Portfolio: Service Class 2 | Sun Life | Boston, MA | 13.74% |
VIP Dynamic Capital Appreciation Portfolio: Service Class 2 | Western & Southern | Cincinnati, OH | 12.50% |
VIP Dynamic Capital Appreciation Portfolio: Service Class 2 | Ameriprise Financial Corporation | Minneapolis, MN | 9.41% |
VIP Equity-Income Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 14.24% |
VIP Equity-Income Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 13.88% |
VIP Equity-Income Portfolio: Initial Class | ING | Hartford, CT | 13.32% |
VIP Equity-Income Portfolio: Initial Class | Allmerica Financial Corp. | Worcester, MA | 6.49% |
VIP Equity-Income Portfolio: Initial Class | MetLife | Hartford, CT | 5.55% |
VIP Equity-Income Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 78.66% |
VIP Equity-Income Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 7.03% |
VIP Equity-Income Portfolio: Service Class | Nationwide Financial | Columbus, OH | 88.53% |
VIP Equity-Income Portfolio: Service Class | Guardian Insurance & Annuity Company, Inc. | Bethlehem, PA | 5.98% |
VIP Equity-Income Portfolio: Service Class 2 | ING | West Chester, PA | 17.19% |
VIP Equity-Income Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 10.61% |
VIP Equity-Income Portfolio: Service Class 2 | Lincoln National | Fort Wayne, IN |
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| Minnesota Mutual Companies, Inc. | Saint Paul, MN |
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| Genworth Financial | Richmond, VA | 8.06% |
VIP Equity-Income Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA | 7.73% |
VIP Equity-Income Portfolio: Service Class 2 | New York Life Group | New York, NY | 7.71% |
VIP Equity-Income Portfolio: Service Class 2 | Hartford Life | Hartford, CT | 5.92% |
VIP Equity-Income Portfolio: Service Class 2 R | Nationwide | Columbus, OH |
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| Fidelity Investments Life Insurance Company | Boston, MA | 41.29% |
VIP Growth & Income Portfolio: Initial Class | Minnesota Mutual Companies, Inc. | Saint Paul, MN | 17.11% |
VIP Growth & Income Portfolio: Initial Class | Genworth Financial | Richmond, VA | 13.62% |
VIP Growth & Income Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 32.24% |
VIP Growth & Income Portfolio: Service Class | Ameriprise Financial Corporation | Minneapolis, MN | 93.17% |
VIP Growth & Income Portfolio: Service Class | Nationwide Financial | Columbus, OH | 6.27% |
VIP Growth & Income Portfolio: Service Class 2 | Ameriprise Financial Corporation | Minneapolis, MN | 77.65% |
VIP Growth & Income Portfolio: Service Class 2 | Genworth Financial | Richmond, VA | 5.91% |
VIP Growth Opportunities Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 36.78% |
VIP Growth Opportunities Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 31.46% |
VIP Growth Opportunities Portfolio: Initial Class | Symetra | Bellevue, WA | 7.07% |
VIP Growth Opportunities Portfolio: Initial Class | Genworth Financial | Richmond, VA | 6.99% |
VIP Growth Opportunities Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 89.47% |
VIP Growth Opportunities Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 8.60% |
VIP Growth Opportunities Portfolio: Service Class | Nationwide Financial | Columbus, OH | 61.30% |
VIP Growth Opportunities Portfolio: Service Class | Phoenix | Hartford, CT | 22.20% |
VIP Growth Opportunities Portfolio: Service Class | AXA Financial | Syracuse, NY | 5.72% |
VIP Growth Opportunities Portfolio: Service Class 2 | Sun Life | Boston, MA | 34.68% |
VIP Growth Opportunities Portfolio: Service Class 2 | Aegon USA | Saint Petersburg, FL | 17.90% |
VIP Growth Opportunities Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA | 10.76% |
VIP Growth Opportunities Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 9.50% |
VIP Growth Opportunities Portfolio: Service Class 2 | Security Benefit | Topeka, KS | 9.42% |
VIP Growth Opportunities Portfolio: Service Class 2 | Allmerica Financial Corp. | Worcester, MA | 5.82% |
VIP Growth Opportunities Portfolio: Service Class 2 | American National | Galveston, TX | 5.75% |
VIP Growth Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 15.63% |
VIP Growth Portfolio: Initial Class | ING | Hartford, CT |
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| Boston, MA |
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| MetLife | Hartford, CT | 9.08% |
VIP Growth Portfolio: Initial Class | Allmerica Financial Corp. | Worcester, MA | 6.18% |
VIP Growth Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 69.25% |
VIP Growth Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 5.96% |
VIP Growth Portfolio: Service Class | Nationwide Financial | Columbus, OH | 68.62% |
VIP Growth Portfolio: Service Class | Lincoln National | Fort Wayne, IN | 11.86% |
VIP Growth Portfolio: Service Class | Phoenix | Hartford, CT | 6.55% |
VIP Growth Portfolio: Service Class 2 | Lincoln National | Fort Wayne, IN | 14.18% |
VIP Growth Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 14.15% |
VIP Growth Portfolio: Service Class 2 | Sun Life | Boston, MA | 11.20% |
VIP Growth Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA | 9.33% |
VIP Growth Portfolio: Service Class 2 | Genworth Financial | Richmond, VA | 9.30% |
VIP Growth Portfolio: Service Class 2 | The Horace Mann Companies | Springfield, IL | 6.86% |
VIP Growth Portfolio: Service Class 2 | Ohio National Life Insurance Company | Cincinnati, OH | 6.19% |
VIP Growth Portfolio: Service Class 2 R | Nationwide Financial | Columbus, OH | 97.95% |
VIP High Income Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 26.52% |
VIP High Income Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 21.68% |
VIP High Income Portfolio: Initial Class | Allmerica Financial Corp. | Worcester, MA | 16.23% |
VIP High Income Portfolio: Initial Class | American United Life Insurance Company | Indianapolis, IN | 7.28% |
VIP High Income Portfolio: Initial Class | MetLife | Hartford, CT | 5.36% |
VIP High Income Portfolio: Initial Class R | Fidelity Investments | Boston, MA | 100.00% |
VIP High Income Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 70.35% |
VIP High Income Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 7.56% |
VIP High Income Portfolio: Service Class | Nationwide Financial | Columbus, OH | 89.65% |
VIP High Income Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 19.17% |
VIP High Income Portfolio: Service Class 2 | Ameritas | Lincoln, NE | 15.91% |
VIP High Income Portfolio: Service Class 2 | Western & Southern | Cincinnati, OH | 15.09% |
VIP High Income Portfolio: Service Class 2 | Allstate Life Insurance Company | Bannockburn, IL | 9.88% |
VIP High Income Portfolio: Service Class 2 | Allmerica Financial Corp | Worcester, MA | 7.84% |
VIP High Income Portfolio: Service Class 2 | FBL Financial Group | West Des Moines, IA | 7.50% |
VIP High Income Portfolio: Service Class 2 | AXA Financial | New York, NY | 6.01% |
VIP High Income Portfolio: Service Class 2 | Midland National Life Insurance & Annuity Co. | Sioux Falls, SD | 5.32% |
VIP High Income Portfolio: Service Class 2 R | Fidelity Investments | Boston, MA | 99.92% |
VIP High Income Portfolio: Service Class R | Fidelity Investments | Boston, MA | 99.97% |
VIP Index 500 Portfolio: | Fidelity Investments Life Insurance Company | Boston, MA | 32.31% |
VIP Index 500 Portfolio: Initial Class | ING |
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| MetLife | Boston, MA | 5.20% |
VIP Index 500 Portfolio: Service Class | Zurich Insurance Group | Mercer Island, WA |
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| Sun Life | Boston, MA |
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| Protective Life Insurance Company | Birmingham, AL |
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| The Horace Mann | Springfield, IL |
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| Allstate Life Insurance Company | Lincoln, NE | 25.01% |
VIP Index 500 Portfolio: Service Class 2 | American National | Galveston, TX | 10.86% |
VIP Index 500 Portfolio: Service Class 2 | Midland National Life Insurance & Annuity Co. | Sioux Falls, SD | 7.90% |
VIP Index 500 Portfolio: Service Class 2 | Security Benefit | Topeka, KS |
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| Zurich Insurance Group | Long Grove, IL |
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| Nationwide | Columbus, OH |
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| Nationwide | Columbus, OH |
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| Ameriprise Financial Corporation | Minneapolis, MN | 18.89% |
VIP Investment Grade Bond Portfolio: Service Class 2 | Allstate | Lincoln, NE |
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| Ameritas | Lincoln, NE |
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| The Horace Mann | Springfield, IL |
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| Fidelity Investments Life Insurance Company | Boston, MA | 58.04% |
VIP Mid Cap Portfolio: Initial Class | ING | Hartford, CT | 11.89% |
VIP Mid Cap Portfolio: Initial Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 5.66% |
VIP Mid Cap Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 91.19% |
VIP Mid Cap Portfolio: Service Class | Ameriprise Financial Corporation | Minneapolis, MN | 68.89% |
VIP Mid Cap Portfolio: Service Class | Guardian Insurance & Annuity Company, Inc. | Bethlehem, PA | 15.41% |
VIP Mid Cap Portfolio: Service Class | Nationwide Financial | Columbus, OH | 7.73% |
VIP Mid Cap Portfolio: Service Class 2 |
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| MetLife | Hartford, CT | 12.20% |
VIP Mid Cap Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA |
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| Richmond, VA | 6.41% |
VIP Mid Cap Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 5.90% |
VIP Mid Cap Portfolio: Service Class 2 | New York Life Group | New York, NY | 5.47% |
VIP Mid Cap Portfolio: Service Class 2 | Northwestern Mutual Variable Life Insurance Company | Milwaukee, WI | 5.17% |
VIP Money Market Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 51.60% |
VIP Money Market Portfolio: Initial Class | Aegon USA | Cedar Rapids, IA | 13.17% |
VIP Money Market Portfolio: Initial Class | AIG | New York, NY | 10.88% |
VIP Money Market Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 91.07% |
VIP Money Market Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 7.15% |
VIP Money Market Portfolio: Service Class | Sun Life | Boston, MA | 87.67% |
VIP Money Market Portfolio: Service Class | Woodmen of the World Life Insurance | Omaha, NE | 6.66% |
VIP Money Market Portfolio: Service Class | Lincoln National | Fort Wayne, IN | 5.98% |
VIP Money Market Portfolio: Service Class 2 | Allstate Life Insurance Company | Lincoln, NE | 73.42% |
VIP Money Market Portfolio: Service Class 2 | Symetra | Bellevue, WA | 16.93% |
VIP Overseas Portfolio: Initial Class | Nationwide Financial | Columbus, OH | 14.21% |
VIP Overseas Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 14.11% |
VIP Overseas Portfolio: Initial Class | MetLife | Boston, MA | 11.41% |
VIP Overseas Portfolio: Initial Class | American United Life Insurance Company | Indianapolis, IN | 8.25% |
VIP Overseas Portfolio: Initial Class | ING | Hartford, CT | 8.12% |
VIP Overseas Portfolio: Initial Class | Genworth Financial | Richmond, VA | 6.09% |
VIP Overseas Portfolio: Initial Class | Allmerica Financial Corp. |
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VIP Overseas Portfolio: Initial Class R | Fidelity Investments Life Insurance Company | Boston, MA | 51.94% |
VIP Overseas Portfolio: Initial Class R | Nationwide Financial | Columbus, OH | 30.92% |
VIP Overseas Portfolio: Initial Class R | Nationwide Financial | Newark, DE | 12.52% |
VIP Overseas Portfolio: Investor Class R | Fidelity Investments Life Insurance Company | Boston, MA | 75.85% |
VIP Overseas Portfolio: Investor Class R | Empire Fidelity Investments Life Insurance Company | New York, NY | 5.53% |
VIP Overseas Portfolio: Service Class | Ameriprise Financial Corporation | Minneapolis, MN | 46.66% |
VIP Overseas Portfolio: Service Class | Nationwide Financial | Columbus, OH | 39.76% |
VIP Overseas Portfolio: Service Class | Ameritas | Lincoln, NE | 6.82% |
VIP Overseas Portfolio: Service Class R | Nationwide Financial | Columbus, OH | 98.93% |
VIP Overseas Portfolio: Service Class 2 | Ameriprise Financial Corporation | Minneapolis, MN | 48.11% |
VIP Overseas Portfolio: Service Class 2 | Lincoln National | Fort Wayne, IN | 20.58% |
VIP Overseas Portfolio: Service Class 2 | MetLife | Hartford, CT | 6.98% |
VIP Overseas Portfolio: Service Class 2 | Allstate Life Insurance Company | Lincoln, NE | 5.21% |
VIP Overseas Portfolio: Service Class 2 R | Nationwide Financial | Columbus, OH | 100.00% |
VIP Value Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 36.35% |
VIP Value Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 52.87% |
VIP Value Portfolio: Service Class | Nationwide Financial | Columbus, OH | 62.69% |
VIP Value Portfolio: Service Class | Fidelity Investments | Boston, MA | 37.32% |
VIP Value Portfolio: Service Class 2 | AXA Financial | New York, NY | 61.66% |
VIP Value Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 21.51% |
VIP Value Portfolio: Service Class 2 | American National | Galveston, TX | 8.61% |
VIP Value Portfolio: Service Class 2 | Fidelity Investments | Boston, MA | 8.19% |
VIP Value Strategies Portfolio: Initial Class | Fidelity Investments Life Insurance Company | Boston, MA | 86.03% |
VIP Value Strategies Portfolio: Initial Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 8.20% |
VIP Value Strategies Portfolio: Investor Class | Fidelity Investments Life Insurance Company | Boston, MA | 75.68% |
VIP Value Strategies Portfolio: Investor Class | Empire Fidelity Investments Life Insurance Company | New York, NY | 5.19% |
VIP Value Strategies Portfolio: Service Class | Nationwide Financial | Columbus, OH | 96.28% |
VIP Value Strategies Portfolio: Service Class 2 | Aegon USA | Cedar Rapids, IA | 68.22% |
VIP Value Strategies Portfolio: Service Class 2 | Nationwide Financial | Columbus, OH | 17.41% |
VIP Value Strategies Portfolio: Service Class 2 | Allmerica Financial Corp. | Worcester, MA | 6.00% |
<R>To the knowledge of the trust,trusts, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of each class of the funds on that date.</R>
FMR has advised the trusttrusts that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.
Shareholders of record at the close of business on September 20, 200418, 2006 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for eachforeach dollar of net asset value held on that date.
Shares of theeach trust are currently sold only to life insurance companies. 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 20, 2004,18, 2006, will be entitled to submit instructions to their company.
Fund 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 that 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 proxy card or 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, by execution of a later-dated form received by your company, or by attending the Meeting and voting in person.
Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of record. If you need additional copies of this Proxy Statement, please contact your Insurance Company Representative. If you do not want the mailing of this Proxy Statement to be combined with those for other members of your household, please contact your Insurance Company Representative.
For a free copy of each fund's annual report for the fiscal year ended December 31, 20032005 and the semiannual report for the fiscal period ended June 30, 2004,2006 call 1-877-208-0098or1-877-208-0098 or write to FDC at 82 Devonshire Street, Boston, Massachusetts 02109.
VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a "majority of the outstanding voting securities" of the entire trust.Approval of Proposal 2requires the affirmative vote of a plurality of the shares of the entire trust voted in person or by proxy at the Meeting. Approval of Proposal 3 requires the affirmative vote of a "majority of the outstanding voting securities" of the appropriate fund.Under the Investment Company Act of 1940 (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. TO AMEND THE DECLARATION OF TRUST TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL.
The Securities and Exchange Commission (SEC) has recently changed the rules for mutual fund mergers to reduce the need for affiliated funds to incur the expense of soliciting proxies when a merger does not raise significant issues for shareholders - for example, merging two small Fidelity funds, with the same portfolio manager, the same investment principles and the same fee structures in order to achieve economies of scale and thereby reduce fund expenses borne by shareholders. The rules still require the board of trustees (including a majority of non-interested trustees) to determine that any merger is in the best interest of the affiliated funds and will not dilute the interest of their existing shareholders. The new SEC rules also require shareholder approval by the acquired affiliated fund for mergers that could have a material impact on a shareholder, like changing a fundamental investment policy or increasing fund expenses (see below).
The fund's current Declaration of Trust was drafted to be consistent with the old SEC rules which required approval of all mergers between affiliated funds by the shareholders of the fund to be acquired. You are being asked now to approve an amendment to the Declaration of Trust (Article XII, Section 4.3), consistent with the new affiliated fund merger rules, to permit the Trustees in limited circumstances to authorize a fund's or class's merger or consolidation with, or sale of a fund's or class's assets to, another operating mutual fund without a shareholder vote.You are not being asked to approve any fund mergers at this time.
Shareholders have the right to vote on any Declaration of Trust amendment affecting their right to vote or on any matter submitted to the shareholders by the Trustees. On April 15, 2004, the Trustees approved the proposed amendment and also authorized its submission to the trust's shareholders for their approval at this Meeting.
The amendment will give the Trustees more flexibility and, subject to applicable requirements of Federal law, namely the 1940 Act, and Massachusetts law, broader authority to act. The amendment will not alter in any way the Trustees' existing fiduciary obligations to act with due care and in the shareholders' interests. Before using any new flexibility that the proposed amendment may afford, the Trustees must first consider the shareholders' interests and then act in accordance with such interests. Shareholders of an acquired affiliated fund will still be required to approve a merger that would result in a change of a fundamental investment policy, a material change to the terms of an investment management contract, the institution of, or an increase in, a 12b-1 fee or where the board of trustees of the surviving fund does not have a majority of non-interested trustees who were elected by the acquired fund's shareholders. Shareholder approval will also continue to be required for all mergers of non-affiliated funds.
Article XII, Section 4.3 of the Declaration of Trust addresses mergers, consolidations, and sales of fund assets. If approved, Article XII, Section 4.3 will be amended as follows (new language isunderlined; language to be deleted is [bracketed]):
ARTICLE XIIMISCELLANEOUS
Section 4.3. Merger, Consolidation, and Sale of Assets.Subject to applicable Federal and state law and except as otherwise provided in Section 4.4 below, the Trust or any Series or Class thereof may merge or consolidate with any other corporation, association, trust, or other organization or may sell, lease, or exchange all or a portion of the Trust property or Trust property allocated or belonging to such Series or Class, including its good will, upon such terms and conditions and for such consideration when and as authorizedby the Trustees without the vote or consent of Shareholders[at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of the Trust or affected Series or Class, as the case may be]. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.
Section 4.4. Incorporation; Reorganization.Subject to applicable Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Series or Class or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Series or Class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 4.4, the Trust or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.
Conclusion. The Board of Trustees has concluded that the proposal will benefit the trust and its shareholders. The Trustees recommend voting FOR the proposal. The amended Declaration of Trust will become effective upon shareholder approval. If the proposal is not approved by shareholders of the trust, Article XII, Section 4.3 of the Declaration of Trust will remain unchanged.
2.1. TO ELECT A BOARD OF TRUSTEES.
<R>The purpose of this proposal is to elect a Board of Trustees of thefor each trust. Pursuant to the provisions of the Declaration of Trust of theeach trust, the Trustees have determined that the number of Trustees shall be fixed at 14.13. It is intended that the enclosed proxy will be voted for the nominees listed below unless such authority has been withheld in the proxy. A nominee shall be elected immediately upon shareholder approval, unless he or she is proposed to begin service at a later date. It is proposed that Dennis J. Dirks and Cornelia M. SmallJames H. Keyes begin serving as Trusteesa Trustee on or about January 1, 2005,2007, replacing Ralph F. Cox and Donald J. Kirk,William O. McCoy, who areis scheduled to retire at the end of 2004.</R>2006.
Except for Mr. Dirks and Ms. Small,Keyes, all nominees named below are currently Trustees of theeach trust and have served in that capacity continuously since originally elected or appointed. Laura B. Cronin, RobertAlbert R. Gamper, Jr., Stephen P. Jonas, and Kenneth L. Reynolds, and George H. HeilmeierWolfe were selected by theeach trust's Governance and Nominating Committee (see page<Click Here>)and were appointed to the Board of each trust on MarchJanuary 1, 2003, March 1, 2003,2006, May 19, 2005, and January 1, 2004,2005, respectively. Mr. Dirks and Ms. Small areKeyes is currently Membersa Member of the Advisory Board of theeach trust. Mr. Dirks and Ms. Small wereKeyes was selected by theeach trust's Governance and Nominating Committee and werewas appointed as Membersa Member of the Advisory Board on Julyof each trust effectiveMarch 1, 20042006. A third-party search firm retained by the Independent Trustees recommended Messrs. Gamper, Keyes, and January 1, 2004, respectively.Wolfe, as nominees. Another executive officer of FMR recommended Mr. Jonas as a nominee.
<R>Except for William O. McCoy, Mr. DirksGamper, and Ms. Small,Mr. Keyes, each of the nominees oversees 293345 funds advised by FMR or an affiliate. Mr. McCoy oversees 295347 funds advised by FMR or an affiliate. Mr. Dirks and Ms. Small doGamper is currently a Trustee overseeing 292 funds advised by FMR or an affiliate, including the funds in this proxy statement. Mr. Gamper is currently a Member of the Advisory Board of 53funds advised by FMR or an affiliate. Mr. Gamper is currently a first-time nominee for Trustee for 53 funds advised by FMR or an affiliate. Mr. Keyes does not currently serve as Trusteesa Trustee of any fund advised by FMR or an affiliate; Mr. Dirks and Ms. Small areKeyes is currently Membersa Member of the Advisory Board of each Fidelity fund.</R>345 funds advised by FMR or an affiliate. Mr. Keyes is currently a nominee for Trustee, effective on or about January 1, 2007, for 166 funds advised by FMR or an affiliate, including the funds in this proxy statement.
In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.
Interested Nominees*:
Correspondence intended for each nominee whoInterested Nominee (that is, an "interested person"the nominees that are interested persons (as defined in the Investment Company Act of 1940 (1940 Act))) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation** | |
Edward C. Johnson 3d | |
Year of Election or Appointment: 1981, 1988, or 1994 Trustee of Variable Insurance Products Fund | |
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Year of Election or Appointment: Trustee of Variable Insurance Products Fund, | |
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Year of Election or Appointment: 2003 Trustee of Variable Insurance Products Fund, | |
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* Nominees have been determined to be "interested" by virtue of, among other things, their affiliation with theeach trust or various entities under common control with FMR.
** Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
*** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.
Non-InterestedIndependent Nominees:
Correspondence intended for each non-interested nomineeIndependent Nominee (that is, the nominees other thanthat are not interested persons (as defined in the interested nominees)1940 Act)) may be sent to Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Age; Principal Occupation* | |
Dennis J. | |
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Year of Election or Appointment: Trustee of Variable Insurance Products Fund, | |
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Albert R. Gamper, Jr. (64) | |
Year of Election or Appointment: 2006 Trustee of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III. Mr. Gamper also serves as a Trustee (2006-present) or Member of the Advisory Board (2005-present) of other investment companies advised by FMR. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. | |
Robert M. Gates | |
Year of Election or Appointment: 1997 Trustee of Variable Insurance Products Fund, | |
George H. Heilmeier | |
Year of Election or Appointment: 2004 Trustee of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III.Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), | |
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Year of Election or
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Marie L. Knowles | |
Year of Election or Appointment: 2001 Trustee of Variable Insurance Products Fund, | |
Ned C. Lautenbach | |
| Year of Election or Appointment: 2000
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William O. McCoy | |
Year of Election or Appointment: 1997 Trustee of Variable Insurance Products Fund, | |
Cornelia M. Small | |
Year of Election or
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William S. Stavropoulos | |
Year of Election or Appointment: 2001 or 2002 Trustee of Variable Insurance Products Fund | |
Kenneth L. Wolfe (67) | |
Year of Election or Appointment: 2005 Trustee of Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present). | |
* Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
** Mr. Cook has advised the Board of Trustees that he intends to resign effective on or about December 31, 2004 to pursue other opportunities.
*** Scheduled to retire at the end of 2004 in accordance with policy that each non-interested Trustee retire no later than the last day of the calendar year in which his or her 72nd birthday occurs.
+Nominated to serve as Trustee effective on or about January 1, 20052007 following the retirement of Ralph F. Cox and Donald J. Kirk.William O. McCoy.
*** Scheduled to retire at the end of 2006.
As of July 31, 20042006, the nominees, Trustees and officers of theeach trust and each fund owned, in the aggregate, less than 1% of each fund's outstanding shares.
<R>In a transaction duringDuring the period January 1, 20032005 through July 31, 2004, Edward C. Johnson 3d, acting on behalf2006, no transactions were entered into by Trustees and nominees as Trustee of an entity orhanized foreach trust involving more than 1% of the benefit of his family, redeemed $183,851,688voting common, non-voting common and equivalent stock, or preferred stock of FMR Corp. securities for cash.</R>
<R>If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) a Trustee may be removed at any Special Meeting of shareholders by a two-thirds vote of the outstanding voting securities of theeach trust. In any event, each non-interestedEach Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders' meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. The Advisory Board Members hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of thea majority of the Trustees at any regular meeting or any special meeting of the Trustees.</R>
TheEach trust's Board, which is currently composed of four interestedthree Interested and 10 non-interestedIndependent Trustees, met 11times12times during the fiscal year ended December 31, 2003.2005. It is expected that the Trustees will meet at least 11 times a year at regularly scheduled meetings. For additional information on the committees of the funds' Trustees, refer to the section entitled "Standing Committees of the Funds' Trustees" beginning on page<Click Here>.
The following table sets forth information describing the dollar range of equity securities beneficially owned by each nominee in each fund and in all funds in the aggregate within the same fund family overseen by the nominee as of June 30, 2004.2006.
Interested Nominees | ||||
DOLLAR RANGE OF | Edward C. |
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| Robert L. |
| none | none | none | |
VIP Asset Manager Portfolio | none | none | none | |
VIP Asset Manager: Growth Portfolio | none | none | none | |
VIP Balanced Portfolio | none | none | none | |
VIP Contrafund Portfolio | none | none | none | |
VIP Disciplined Small Cap Portfolio | none | none | none | |
VIP Dynamic Capital Appreciation Portfolio | none | none | none | |
VIP Equity-Income Portfolio | none | none | none | |
VIP Growth Portfolio | none | none | none | |
VIP Growth & Income Portfolio | none | none | none | |
VIP Growth Opportunities Portfolio | none | none | none | |
VIP High Income Portfolio | none | none | none | |
VIP Index 500 Portfolio | none | none | none | |
VIP Investment Grade Bond Portfolio | none | none | none | |
VIP Mid Cap Portfolio | none | none | none | |
VIP Money Market Portfolio | none | none | none | |
VIP Overseas Portfolio | none | none | none | |
VIP Value Portfolio | none | none | none | |
VIP Value Strategies Portfolio | none | none | none | |
AGGREGATE DOLLAR RANGE OF FUND SHARES IN | over $100,000 | over $100,000 | over $100,000 | |
Independent Nominees | ||||||
DOLLAR RANGE OF | Dennis J. | Albert R. | Robert M. | George H. | James H. | |
VIP Aggressive Growth Portfolio | none | none | none | none | none | |
VIP Asset Manager Portfolio | none | none | none | none | none | |
| none | none | none | none | none | |
| none | none | none | none | none | |
VIP Contrafund Portfolio | none | none | none | none | none | |
| none | none | none | none | none | |
VIP Dynamic Capital Appreciation Portfolio | none | none | none | none | none | |
VIP Equity-Income Portfolio | none | none | none | none | none | |
VIP Growth Portfolio | none | none | none | none | none | |
VIP Growth & Income Portfolio | none | none | none | none | none | |
VIP Growth Opportunities Portfolio | none | none | none | none | none | |
VIP High Income Portfolio | none | none | none | none | none | |
VIP Index 500 Portfolio | none | none | none | none | none | |
| none | none | none | none | none | |
VIP Mid Cap Portfolio | none | none | none | none | none | |
VIP Money Market Portfolio | none | none | none | none | none | |
VIP Overseas Portfolio | none | none | none | none | none | |
VIP Value Portfolio | none | none | none | none | none | |
VIP Value Strategies Portfolio | none | none | none | none | none | |
| over $100,000 | over $100,000 | over $100,000 | over $100,000 | ||
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| none | none | none | none | none | none |
VIP Asset Manager Portfolio | none | none | none | none | none | none |
| none | none | none | none | none | none |
| none | none | none | none | none | none |
VIP Contrafund Portfolio | none | none | none | none | none | none |
| none | none | none | none | none | none |
VIP Dynamic Capital Appreciation Portfolio | none | none | none | none | none | none |
VIP Equity-Income Portfolio | none | none | none | none | none | none |
VIP Growth Portfolio | none | none | none | none | none | none |
VIP Growth & Income Portfolio | none | none | none | none | none | none |
VIP Growth Opportunities Portfolio | none | none | none | none | none | none |
VIP High Income Portfolio | none | none | none | none | none | none |
VIP Index 500 Portfolio | none | none | none | none | none | none |
| none | none | none | none | none | none |
VIP Mid Cap Portfolio | none | none | none | none | none | none |
VIP Money Market Portfolio | none | none | none | none | none | none |
VIP Overseas Portfolio | none | none | none | none | none | none |
VIP Value Portfolio | none | none | none | none | none | none |
VIP Value Strategies Portfolio | none | none | none | none | none | none |
| over $100,000 | over $100,000 | over $100,000 | over $100,000 | over $100,000 | over $100,000 |
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The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended December 31, 2003.2005.
Compensation Table* | |||||||
<R>AGGREGATE | J. | Ralph | Phyllis | Dennis | Robert | George H. | Donald |
<R>Asset Manager PortfolioC | $ 941 | $ 969 | $ 930 | $ 0 | $ 963 | $ 779 | $ 968</R> |
<R>Asset Manager: Growth Portfolio | $ 101 | $ 104 | $ 100 | $ 0 | $ 103 | $ 84 | $ 104</R> |
<R>Contrafund PortfolioD | $ 2,691 | $ 2,769 | $ 2,658 | $ 0 | $ 2,754 | $ 2,264 | $ 2,774</R> |
<R>Index 500 PortfolioE | $ 876 | $ 901 | $ 866 | $ 0 | $ 896 | $ 730 | $ 902</R> |
<R>Investment Grade Bond Portfolio | $ 652 | $ 672 | $ 645 | $ 0 | $ 668 | $ 536 | $ 668</R> |
<R>TOTAL COMPENSATION | $ 253,500 | $ 261,000 | $ 250,500 | $ 0 | $ 259,500 | $ 212,000 | $ 261,000</R> |
<R>AGGREGATE | Marie | Ned | Marvin | William | Cornelia M. | William S. | |
<R>Asset Manager PortfolioC | $ 957 | $ 951 | $ 1,201 | $ 969 | $ 0 | $ 941</R> | |
<R>Asset Manager: Growth Portfolio | $ 103 | $ 102 | $ 129 | $ 104 | $ 0 | $ 101</R> | |
<R>Contrafund PortfolioD | $ 2,740 | $ 2,725 | $ 3,444 | $ 2,771 | $ 0 | $ 2,692</R> | |
<R>Index 500 PortfolioE | $ 891 | $ 886 | $ 1,119 | $ 901 | $ 0 | $ 876</R> | |
<R>Investment Grade Bond Portfolio | $ 662 | $ 657 | $ 830 | $ 671 | $ 0 | $ 651</R> | |
<R>TOTAL COMPENSATION | $ 258,000 | $ 256,500 | $ 324,000 | $298,500B | $ 0 | $ 253,500</R> | |
Compensation Table1 | ||||||||
AGGREGATE COMPENSATION | Dennis J. | Albert R. | Robert M. | George H. | James H. | Marie L. | ||
VIP Aggressive Growth Portfolio | $ 5 | $ 3 | $ 5 | $ 5 | $ 0 | $ 5 | ||
VIP Asset Manager PortfolioC | $ 981 | $ 504 | $ 967 | $ 969 | $ 0 | $ 1,034 | ||
VIP Asset Manager: Growth Portfolio | $ 109 | $ 55 | $ 107 | $ 107 | $ 0 | $ 114 | ||
VIP Balanced Portfolio | $ 125 | $ 65 | $ 123 | $ 123 | $ 0 | $ 132 | ||
VIP Contrafund PortfolioD | $ 5,170 | $ 2,872 | $ 5,092 | $ 5,085 | $ 0 | $ 5,451 | ||
VIP Disciplined Small Cap Portfolio+ | $ 5 | $ 5 | $ 7 | $ 5 | $ 3 | $ 6 | ||
VIP Dynamic Capital Appreciation Portfolio | $ 14 | $ 8 | $ 13 | $ 13 | $ 0 | $ 14 | ||
VIP Equity-Income PortfolioE | $ 4,033 | $ 2,100 | $ 3,978 | $ 3,981 | $ 0 | $ 4,252 | ||
VIP Growth PortfolioF | $ 3,373 | $ 1,726 | $ 3,325 | $ 3,331 | $ 0 | $ 3,555 | ||
VIP Growth & Income Portfolio | $ 582 | $ 303 | $ 573 | $ 574 | $ 0 | $ 613 | ||
VIP Growth Opportunities Portfolio | $ 253 | $ 130 | $ 249 | $ 250 | $ 0 | $ 267 | ||
VIP High Income Portfolio | $ 603 | $ 303 | $ 595 | $ 596 | $ 0 | $ 636 | ||
VIP Index 500 PortfolioG | $ 1,046 | $ 550 | $ 1,031 | $ 1,032 | $ 0 | $ 1,103 | ||
VIP Investment Grade Bond Portfolio | $ 609 | $ 325 | $ 600 | $ 600 | $ 0 | $ 642 | ||
VIP Mid Cap Portfolio | $ 1,690 | $ 961 | $ 1,665 | $ 1,661 | $ 0 | $ 1,783 | ||
VIP Money Market Portfolio | $ 558 | $ 300 | $ 549 | $ 549 | $ 0 | $ 587 | ||
VIP Overseas PortfolioH | $ 882 | $ 470 | $ 869 | $ 869 | $ 0 | $ 929 | ||
VIP Value Portfolio | $ 4 | $ 3 | $ 4 | $ 4 | $ 0 | $ 5 | ||
VIP Value Strategies Portfolio | $ 172 | $ 86 | $ 170 | $ 170 | $ 0 | $ 182 | ||
TOTAL COMPENSATION | $ 378,500 | $ 203,250 | $ 373,000 | $ 373,000 | $ 0 | $ 399,000 | ||
AGGREGATE COMPENSATION | Ned C. | Marvin L. | William O. | Cornelia M. | William S. | Kenneth L. | ||
VIP Aggressive Growth Portfolio | $ 5 | $ 6 | $ 5 | $ 5 | $ 5 | $ 5 | ||
VIP Asset Manager PortfolioC | $ 965 | $ 1,302 | $ 959 | $ 980 | $ 982 | $ 961 | ||
VIP Asset Manager: Growth Portfolio | $ 107 | $ 144 | $ 106 | $ 109 | $ 109 | $ 106 | ||
VIP Balanced Portfolio | $ 123 | $ 166 | $ 122 | $ 125 | $ 125 | $ 122 | ||
VIP Contrafund PortfolioD | $ 5,103 | $ 6,867 | $ 5,052 | $ 5,173 | $ 5,179 | $ 5,046 | ||
VIP Disciplined Small Cap Portfolio+ | $ 5 | $ 0 | $ 5 | $ 5 | $ 5 | $ 5 | ||
VIP Dynamic Capital Appreciation Portfolio | $ 13 | $ 18 | $ 13 | $ 14 | $ 14 | $ 13 | ||
VIP Equity-Income PortfolioE | $ 3,971 | $ 5,354 | $ 3,943 | $ 4,033 | $ 4,039 | $ 3,948 | ||
VIP Growth PortfolioF | $ 3,318 | $ 4,476 | $ 3,297 | $ 3,372 | $ 3,378 | $ 3,304 | ||
VIP Growth & Income Portfolio | $ 573 | $ 772 | $ 568 | $ 582 | $ 582 | $ 569 | ||
VIP Growth Opportunities Portfolio | $ 249 | $ 336 | $ 247 | $ 253 | $ 253 | $ 248 | ||
VIP High Income Portfolio | $ 593 | $ 801 | $ 590 | $ 603 | $ 604 | $ 592 | ||
VIP Index 500 PortfolioG | $ 1,030 | $ 1,389 | $ 1,023 | $ 1,046 | $ 1,048 | $ 1,024 | ||
VIP Investment Grade Bond Portfolio | $ 600 | $ 808 | $ 595 | $ 609 | $ 609 | $ 595 | ||
VIP Mid Cap Portfolio | $ 1,670 | $ 2,245 | $ 1,652 | $ 1,692 | $ 1,693 | $ 1,648 | ||
VIP Money Market Portfolio | $ 549 | $ 740 | $ 545 | $ 557 | $ 558 | $ 545 | ||
VIP Overseas PortfolioH | $ 869 | $ 1,171 | $ 862 | $ 882 | $ 883 | $ 862 | ||
VIP Value Portfolio | $ 4 | $ 6 | $ 4 | $ 4 | $ 4 | $ 4 | ||
VIP Value Strategies Portfolio | $ 169 | $ 229 | $ 168 | $ 172 | $ 173 | $ 169 | ||
TOTAL COMPENSATION | $ 373,000 | $ 502,500 | $ 415,500B | $ 378,500 | $ 379,000 | $ 370,000 | ||
*1Edward C. Johnson 3d, AbigailStephen P. Johnson, Laura B. Cronin,Jonas, Peter S. Lynch, and Robert L. Reynolds are interested persons and are compensated by FMR.
** Ms. Davis served on the Board of Trustees through December 31, 2003.
*** Effective July 1, 2004, Mr. Dirks serves as a Member of the Advisory Board.
****2 During the period from MarchJune 1, 20032005 through December 31, 2003, Dr. Heilmeier2005, Mr. Gamper served as a Member of the Advisory Board. Effective January 1, 2004, Dr. Heilmeier2006, Mr. Gamper serves as a Member of the Board of Trustees.
*****3 Effective JanuaryMarch 1, 2004, Ms. Small2006, Mr. Keyes serves as a Member of the Advisory Board.
<R>4 Mr. Mann served on the Board of Trustees through December 31, 2005.
+ Estimated for the fund's first full year.
A Information is for the calendar year ended December 31, 20032005 for 293328 funds of 5758 trusts (including Fidelity Central Investment Portfolios LLC) in the fund complex. Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2003,2005, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Michael Cook, $111,000; Ralph F. Cox, $111,000; Phyllis Burke Davis, $111,000;Dirks, $148,500; Robert M. Gates, $111,000; Donald J. Kirk, $111,000;$148,500; George H. Heilmeier, $148,500; Marie L. Knowles, $111,000;$163,500; Ned C. Lautenbach, $111,000;$148,500; Marvin L. Mann, $141,000;$198,500; William O. McCoy, $111,000; and$148,500; Cornelia M. Small, $148,500; William S. Stavropoulos, $111,000.$148,500; and Kenneth L. Wolfe, $148, 500. Certain of the non-interestedIndependent Trustees elected voluntarily to defer a portion of their compensation as follows: J. Michael Cook, $35,316.47; Ralph F. Cox, $35,316.47; Phyllis Burke Davis, $44,989.93; Ned C. Lautenbach, $44,989.93;$48,134; and William O. McCoy, $82,489.93.</R>$93,634.
<R>B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the fund complex (Other Open-End Funds). Pursuant to the deferred compensation plan, Mr. McCoy, as a non-interestedan Independent Trustee, may elect to defer receipt of all or a portion of his annual fees. Amounts deferred under the deferred compensation plan are credited to an account established for Mr. McCoy on the books of the Other Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, 2003,2005, Mr. McCoy voluntarily elected to defer $37,500.</R>$45,500.
<R>C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each non-interestedIndependent Trustee are as follows: Dennis J. Michael Cook, $586; Ralph F. Cox, $586; Phyllis Burke Davis, $586;Dirks, $628; Robert M. Gates, $586; Donald J. Kirk, $586;$580; George H. Heilmeier, $580; Marie L. Knowles, $586;$639; Ned C. Lautenbach, $586;$580; Marvin L. Mann, $745;$776; William O. McCoy, $586; and $580; Cornelia M. Small, $580;William S. Stavropoulos, $586.$580; and Kenneth L. Wolfe, $668. Certain of the non-interestedIndependent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $238; Ralph F. Cox, $238; Phyllis Burke Davis, $238; Ned C. Lautenbach, $238;$189; and William O. McCoy, $238.</R>$189.
<R>D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each non-interestedIndependent Trustee are as follows: Dennis J. Michael Cook, $1,676; Ralph F. Cox, $1,676; Phyllis Burke Davis, $1,676;Dirks, $3,290; Robert M. Gates, $1,676; Donald J. Kirk, $1,676;$3,068; George H. Heilmeier, $3,068; Marie L. Knowles, $1,676;$3,378; Ned C. Lautenbach, $1,676;$3,068; Marvin L. Mann, $2,129;$4,102; William O. McCoy, $1,676; and$3,068; Cornelia M. Small, $3,068; William S. Stavropoulos, $1,676$3,068; and Kenneth L. Wolfe, $3,505. Certain of the non-interestedIndependent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $679; Ralph F. Cox, $679; Phyllis Burke Davis, $679; Ned C. Lautenbach, $679;$992; and William O. McCoy, $679.</R>$992.
<R>E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each non-interestedIndependent Trustee are as follows: Dennis J. Michael Cook, $546; Ralph F. Cox, $546; Phyllis Burke Davis, $546;Dirks, $2,580; Robert M. Gates, $546; Donald J. Kirk, $546;$2,388; George H. Heilmeier, $2,388; Marie L. Knowles, $546;$2,630; Ned C. Lautenbach, $546;$2,388; Marvin L. Mann, $693;$3,193; William O. McCoy, $546; and$2,388; Cornelia M. Small, $2,388; William S. Stavropoulos, $546.$2,388; and Kenneth L. Wolfe, $2,746. Certain of the non-interestedIndependent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $221; Ralph F. Cox, $221; Phyllis Burke Davis, $221; Ned C. Lautenbach, $221;$775; and William O. McCoy, $221.</R>$775.
Under aF Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $2,161; Robert M. Gates, $1,995; George H. Heilmeier, $1,995; Marie L. Knowles, $2,197; Ned C. Lautenbach, $1,995; Marvin L. Mann, $2,667; William O. McCoy, $1,995; Cornelia M. Small, $1,995; William S. Stavropoulos, $1,995; and Kenneth L. Wolfe, $2,298. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation plan adopted in September 1995as follows: Ned C. Lautenbach, $648; and amended in November 1996 and January 2000 (the Plan), non-interested Trustees must defer receipt of a portion of,William O. McCoy, $648.
G Compensation figures include cash, amounts required to be deferred, and may elect to defer receiptinclude amounts deferred at the election of an additional portion of, their annual fees. Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds).Trustees. The amounts ultimately receivedrequired to be deferred by the non-interested Trustees under the Plan will be directly linked to the investment performanceeach Independent Trustee are as follows: Dennis J. Dirks, $669; Robert M. Gates, $620; George H. Heilmeier, $620; Marie L. Knowles, $682; Ned C. Lautenbach, $620; Marvin L. Mann, $828; William O. McCoy, $620; Cornelia M. Small, $620; William S. Stavropoulos, $620; and Kenneth L. Wolfe, $712. Certain of the Reference Funds. DeferralIndependent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $201; and William O. McCoy, $201.
H Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of fees in accordance with the Plan will have a negligible effect on a fund's assets, liabilities,Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $563; Robert M. Gates, $522; George H. Heilmeier, $522; Marie L. Knowles, $575; Ned C. Lautenbach, $522; Marvin L. Mann, $698; William O. McCoy, $522; Cornelia M. Small, $522; William S. Stavropoulos, $522; and net income per share, and will not obligate a fund to retain the services of any non-interested Trustee or to pay any particular level of compensation to the non-interested Trustee. A fund may invest in the Reference Funds under the Plan without shareholder approval.
3. TO AMENDEACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING LENDING.
Each fund's current fundamental investment limitation concerning lending is as follows:
"The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements."
The Trustees recommend that the shareholders of each fund vote to replace each fund's limitation with the following more modern fundamental investment limitation governing lending (additional language isunderlined, deleted language is [bracketed]):
"The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments."
Discussion of Proposed Modification. The primary purpose of this proposal is to reviseeach fund's fundamental lending limitation to conform to a more modern limitation that is the standard for all funds managed by FMR or its affiliates. If the proposal is approved, the new fundamental lending limitation cannot be changed without the approval of shareholders.
AdoptionKenneth L. Wolfe, $599. Certain of the proposed limitation on lending is not expected to affectIndependent Trustees' aggregate compensation from the way in whicheach fund is managed, the investment performance of each fund, or the instruments in whicheach invests. However, the proposed limitation would clarify that acquisitions of loans, loan participations or other debt instruments are not subject to each fund's 33 1/3% limitation.
If shareholders approve the proposed fundamental investment limitation on lending set forth above, the Board intends to adopt the following non-fundamental limitation:
"The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate servesincludes accrued voluntary deferred compensation as investment adviser or (b) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)"
Loansfollows: Ned C. Lautenbach, $169; and other forms of debt instruments are used by issuers to borrow money. Loans may be subject to restrictions on resale. Purchasers of loans and other forms of debt instruments depend primarily upon the creditworthiness of the borrower for payment of interest and principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely affected. Loans, loan participations, and other forms of direct debt instruments involve a risk of loss in case of default or insolvency of the borrower, lending bank, or other intermediary.William O. McCoy, $169.
When a fund lends a security, it receives in return collateral in an amount at least equal in value to the security loaned. A fund could incur expenses if the borrower defaults on its obligation to return the securities loaned for any reason.
The Trustees may change non-fundamental limitations in response to regulatory, market, legal or other developments without the approval of shareholders.
Conclusion. The Board of Trustees has concluded that the proposal will benefit each fund and its shareholders. The Trustees recommend voting FOR the proposal. Upon shareholder approval, the amended fundamental limitation will become effective when the prospectus and/or statement of additional information are revised to reflect it. If the proposal is not approved by the shareholders of a fund, that fund's current 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.
ADVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS OF THE FUNDS
<R>Peter S. Lynch Dennis J. Dirks, and Cornelia M. SmallJames H. Keyes are Members of the Advisory Board of Variable Insurance Products Fund, II.Variable Insurance Products Fund II, and Variable Insurance Products Fund III. The executive officers of the funds include: Ms. Johnson,Stephen P. Jonas, Philip L. Bullen, Dwight D. Churchill, BartWalter C. Donovan, Boyce I. Greer, Bruce T. Herring, Robert A. Grenier, John B. McDowell,Lawrence, Charles S. Morrison, David L. Murphy, Thomas J. Silvia, Eric M. Wetlaufer, Thomas Allen, Richard Habermann, James Kim Miller, Ford O'Neil, Stephen Peterson, John Porter, William Danoff, Richard C. Habermann, Frederick D. Hoff Jr., Charles Mangum, MarkJennifer Uhrig, Mathew J. Notkin, Ford O'Neil, JohnConti, Stephen DuFour, Lawrence Rakers, Steve Calhoun, James Catudal, Robert Bertelson, Fergus J. Todd,Shiel, Graeme Rockett, Eric D. Roiter, Stuart E. Fross, Christine Reynolds, Timothy F. Hayes,R. Stephen Ganis, Joseph B. Hollis, Kenneth A. Rathgeber, John R. Hebble,Bryan A. Mehrmann, Kimberley H. Monasterio, John H. Costello, Francis V. Knox, Jr., Peter L. Lydecker, Mark Osterheld, Kenneth B. Robins, Robert G. Byrnes, Gary W. Ryan, and Thomas J. Simpson.Salvatore Schiavone. Additional information about Ms. Johnson, Mr. Dirks,Jonas and Ms. SmallMr. Keyes can be found in Proposal 2.1. Additional information about the Members of the Advisory BoardMr. Lynch and other executive officers of the funds can be found in the following table.</R>
The executive officers and Advisory Board Members hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. Correspondence intended for Mr. Dirks and Ms. SmallKeyes may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Age; Principal Occupation* | |
Peter S. Lynch | |
Year of Election or Appointment: 2003 Member of the Advisory Board of Variable Insurance Products Fund, | |
Philip L. Bullen | |
Year of Election or Appointment: Vice President of | |
Dwight D. Churchill (52) | |
Year of Election or Appointment: 2006 Vice President of VIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Mid Cap Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR. | |
Walter C. Donovan (44) | |
Year of Election or Appointment: 2005 Vice President of VIP High Income Portfolio. Mr. Donovan also serves as Vice President of Fidelity's High Income Funds (2005-present). Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005). | |
Boyce I. Greer (50) | |
Year of Election or Appointment: Vice President of VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Investment Grade Bond Portfolio, and VIP Money Market Portfolio. | |
Bruce T. Herring (41) | |
Year of Election or Appointment: 2006 Vice President of VIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Equity-Income Portfolio, VIP Growth Opportunities Portfolio, VIP Growth Portfolio, VIP Mid Cap Portfolio, VIP Value Portfolio, and | |
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Year of Election or Appointment: 2006 Vice President of VIP High Income Portfolio. Mr. Lawrence also serves as Vice President of the High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005). | |
Charles S. Morrison (45) | |
Year of Election or Appointment: Vice President of VIP Asset Manager Portfolio, | |
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David L. Murphy | |
Year of Election or Appointment: Vice President of VIP Asset Manager | |
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Year of Election or Appointment: Vice President of | |
Eric M. Wetlaufer (44) | |
Year of Election or Appointment: 2006 Vice President of VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Mr. Wetlaufer also serves as Vice President of certain International Equity Funds (2006-present). Mr. Wetlaufer is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present), and President and Director of Fidelity Management & Research (U.K.) Inc. (2006-present) and Fidelity Research & Analysis Company (2006-present). Before joining Fidelity Investments in 2005, Mr. Wetlaufer was a partner in Oxhead Capital Management (2004-2005). Previously, Mr. Wetlaufer served as a Chief Investment Officer of Putnam Investments (1997-2003). | |
Thomas Allen (46) | |
Year of Election or Appointment: 2003 Vice President of VIP Mid Cap Portfolio. Mr. Allen also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. | |
Richard | |
Year of Election or Appointment: 2001 Vice President of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio. Mr. Habermann also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Habermann | |
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Year of Election or Appointment: 2003 or 2004 Vice President of VIP Asset Manager Portfolio (2004), VIP Asset Manager: Growth | |
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Year of Election or Appointment: 2001 Vice President of | |
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Year of Election or Appointment: Vice President of | |
John Porter (39) | |
Year of Election or Appointment: 2004 Vice President of VIP Growth Opportunities Portfolio. Mr. Porter also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Porter worked as a research analyst and portfolio manager. Mr. Porter also serves as Vice President of FMR (2004) and FMR Co., Inc. (2004). | |
William Danoff (46) | |
Year of Election or Appointment: 1995 Vice President of VIP Contrafund Portfolio. Mr. Danoff serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Danoff worked as research analyst and portfolio manager. Mr. Danoff also serves as Senior Vice President of FMR (1997) and FMR Co., Inc. (2001). | |
Jennifer Uhrig (45) | |
Year of Election or Appointment: 1997 Vice President of VIP Growth Portfolio. Ms. Uhrig serves as Vice President of another fund advised by FMR. Prior to assuming her current responsibilities, Ms. Uhrig worked as a research analyst and portfolio manager. Ms. Uhrig also serves as Senior Vice President of FMR (2005) and Vice President of FMR Co., Inc. (2001). | |
Matthew J. Conti (40) | |
Year of Election or Appointment: 2003 Vice President of VIP High Income Portfolio. Mr. | |
Stephen DuFour (40) | |
Year of Election or Appointment: 2001 Vice President of VIP Value Portfolio. Mr. DuFour also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. DuFour worked as a research analyst and portfolio manager. Mr. DuFour also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001). | |
Lawrence Rakers (42) | |
Year of Election or Appointment: 2005 Vice President of VIP Balanced Portfolio. Mr. Rakers also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Rakers worked as a research analyst and manager. Mr. Rakers also serves as Vice President of FMR (2002) and FMR Co., Inc. (2002). | |
Steve Calhoun (35) | |
Year of Election or Appointment: 2005 Vice President of VIP Aggressive Growth Portfolio. Mr. Calhoun also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Calhoun worked as a research analyst and manager. Mr. Calhoun also serves as Vice President of FMR (2005) and FMR Co., Inc. (2005). | |
James F. Catudal (45) | |
Year of Election or Appointment: 2005 Vice President of VIP Growth & Income Portfolio. Mr. Catudal also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Catudal worked as a research analyst and manager. Mr. Catudal also serves as Vice President of FMR (2002) and FMR Co., Inc. (2002). | |
Robert Bertelson (46) | |
Year of Election or Appointment: 2005 Vice President of VIP Asset Manager Portfolio and VIP Asset Manager: Growth Portfolio. Mr. Bertelson also serves as Vice President of another fund advised by FMR. Prior to assuming his current responsibilities, Mr. Bertelson worked as a research analyst and portfolio manager. Mr. Bertelson also serves as Vice President of FMR (1999) and FMR Co., Inc. (2001). | |
Fergus J. Shiel (48) | |
Year of Election or Appointment: 2006 Vice President of VIP Dynamic Capital Appreciation Portfolio. Mr. Shiel also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Shiel worked as a research analyst and portfolio manager. | |
Graeme Rockett (40) | |
Year of Election or Appointment: 2006 Vice President of VIP Overseas Portfolio. Mr. Rockett also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Rockett worked as a research analyst and portfolio manager. | |
Eric D. Roiter | |
Year of Election or Appointment: 1998, 2000, 2001, 2002, 2003, or 2005 Secretary of VIP Aggressive Growth Portfolio(2000), VIP Asset Manager Portfolio (1998), VIP Asset Manager: Growth Portfolio (1998), VIP Balanced Portfolio (1998), VIP Contrafund Portfolio (1998), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2000), VIP Equity-Income Portfolio (1998), VIP Growth Portfolio (1998), VIP Growth & Income Portfolio (1998), VIP Growth Opportunities Portfolio (1998), VIP High Income Portfolio (1998), VIP Index 500 Portfolio | |
Stuart E. Fross | |
Year of Election or Appointment: 2003 or 2005 Assistant Secretary of VIP Aggressive Growth Portfolio (2003), VIP Asset Manager Portfolio (2003), VIP Asset Manager: Growth Portfolio (2003), VIP Balanced Portfolio (2003), VIP Contrafund Portfolio (2003), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2003), VIP Equity-Income Portfolio (2003), VIP Growth Portfolio (2003), VIP Growth & Income Portfolio (2003), VIP Growth Opportunities Portfolio (2003), VIP High Income Portfolio (2003), VIP Index 500 Portfolio | |
Christine Reynolds | |
Year of Election or Appointment: 2004 or 2005 President and Treasurer | |
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Year of Election or Appointment: Anti-Money Laundering (AML) officer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, VIP Investment Grade Bond Portfolio, VIP Mid Cap Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002). | |
Joseph B. Hollis (58) | |
Year of Election or Appointment: 2006 Chief Financial Officer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, | |
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Year of Election or Appointment: Deputy Treasurer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, | |
Kimberley H. Monasterio | |
Year of Election or Appointment:2004 or 2005 Deputy Treasurer of VIP Aggressive Growth Portfolio (2004), VIP Asset Manager Portfolio (2004), VIP Asset Manager: Growth Portfolio (2004), VIP Balanced Portfolio (2004), VIP Contrafund Portfolio (2004), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2004), VIP Equity-Income Portfolio (2004), VIP Growth Portfolio (2004), VIP Growth & Income Portfolio (2004), VIP Growth Opportunities Portfolio (2004), VIP High Income Portfolio (2004), VIP Index 500 Portfolio | |
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Year of Election or Appointment:
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Year of Election or Appointment: Assistant Treasurer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, | |
John H. Costello (60) | |
Year of Election or Appointment: 1986, 1987, 1988, 1989, 1992, 1995, 1996, 1998, 2000, 2001, 2003, or 2005 Assistant Treasurer of VIP Aggressive Growth Portfolio (2000), VIP Asset Manager Portfolio (1989), VIP Asset Manager: Growth Portfolio (1995), VIP Balanced Portfolio (1995), VIP Contrafund Portfolio (1995), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2000), VIP Equity-Income Portfolio (1986), VIP Growth Portfolio (1986), VIP Growth & Income Portfolio (1996), VIP Growth Opportunities Portfolio (1995), VIP High Income Portfolio (1986), VIP Index 500 Portfolio (1992), VIP Investment Grade Bond Portfolio (1988), VIP Mid Cap Portfolio (1998), VIP Money Market Portfolio (1986), VIP Overseas Portfolio (1987), VIP Value Portfolio (2001), and VIP Value Strategies Portfolio (2003). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR. | |
Peter L. Lydecker (52) | |
Year of Election or Appointment: 2004 or 2005 Assistant Treasurer of VIP Aggressive Growth Portfolio (2004), VIP Asset Manager Portfolio (2004), VIP Asset Manager: Growth Portfolio (2004), VIP Balanced Portfolio (2004), VIP Contrafund Portfolio (2004), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2004), VIP Equity-Income Portfolio (2004), VIP Growth Portfolio (2004), VIP Growth & Income Portfolio (2004), VIP Growth Opportunities Portfolio (2004), VIP High Income Portfolio (2004), VIP Index 500 Portfolio (2004), VIP Investment Grade Bond Portfolio (2004), VIP Mid Cap Portfolio (2004), VIP Money Market Portfolio (2004), VIP Overseas Portfolio (2004), VIP Value Portfolio (2004), and VIP Value Strategies Portfolio (2004). Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR. | |
Mark Osterheld (51) | |
Year of Election or Appointment: 2002 or 2005 Assistant Treasurer of VIP Aggressive Growth Portfolio (2002), VIP Asset Manager Portfolio (2002), VIP Asset Manager: Growth Portfolio (2002), VIP Balanced Portfolio (2002), VIP Contrafund Portfolio (2002), VIP Disciplined Small Cap Portfolio (2005), VIP Dynamic Capital Appreciation Portfolio (2002), VIP Equity-Income Portfolio (2002), VIP Growth Portfolio (2002), VIP Growth & Income Portfolio (2002), VIP Growth Opportunities Portfolio (2002), VIP High Income Portfolio (2002), VIP Index 500 Portfolio (2002), VIP Investment Grade Bond Portfolio (2002), VIP Mid Cap Portfolio (2002), VIP Money Market Portfolio (2002), VIP Overseas Portfolio (2002), VIP Value Portfolio (2002), and VIP Value Strategies Portfolio (2002). Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR. | |
Gary W. Ryan (48) | |
Year of Election or Appointment: 2005 Assistant Treasurer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, VIP Investment Grade Bond Portfolio, VIP Mid Cap Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. | |
Salvatore Schiavone (40) | |
Year of Election or Appointment: 2005 Assistant Treasurer of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, VIP Investment Grade Bond Portfolio, VIP Mid Cap Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund | |
* Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
STANDING COMMITTEES OF THE FUNDS' TRUSTEES
Correspondence intended for each non-interested (independent)Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each interestedInterested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts, 02109. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The fund does not hold annual meetings and therefore does not have a policy with regard to Trustees' attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.
The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to non-interestedIndependent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 1012 standing committees. The members of each committee are Independent Trustees.
The Operations Committee is composed of all of the non-interestedIndependent Trustees, with Mr. MannDr. Gates currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the non-interestedIndependent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding transfer agent and other service agreements,contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically in the scope of the charters of the Audit Committee or Fund Oversight Committees and considers other operating matters not specifically within the scope of oversight of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended December 31, 2003,2005,the committee held 12 meetings.
The Fair Value Oversight Committee is composed of all of the non-interestedIndependent Trustees, with Mr. MannDr. Gates currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair, in conjunction with meetings of the Board of Trustees.Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and their classification as liquid or illiquid and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee provides oversight regarding the investment policies relating to, and Fidelity funds' investment in, non-traditional securities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal year ended December 31, 2003,2005,the committee held four meetings.
The Board of Trustees has established three Fund Oversight Committees: the Equity Committee (composed of Messrs. Lautenbach (Chair), Kirk,Gamper, and Stavropoulos), the Fixed-Income, International, and InternationalSpecial Committee (composed of Messrs. CookMr. Dirks (Chair) and Cox,, Ms. Knowles, and Ms. Knowles)Small), and the Select and SpecialAsset Allocation Committee (composed of Messrs. McCoyMr. Wolfe (Chair), Gates,Dr. Heilmeier, and Heilmeier)Mr. McCoy). Each committee normally meets monthly (except August)in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee oversees investment advisory services provided by FMR to the relevant funds and develops an understanding of and monitorsreviews the investment objectives, policies, and practices of the relevant Fidelity funds.each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, and the personnel and other resources devoted to the management of each fund.fund and all other matters bearing on each fund's investment results. The Fixed-Income, International, and InternationalSpecial Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research. The Select and SpecialAsset Allocation Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The non-interested Trusteesmembers of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the non-interestedIndependent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. Prior to December 2003,July 2005, the Fixed-Income, and International, Committee was known as the Fixed-Income/International Committee, and the Select and Special Committee was known as the Fixed-Income and International Committee, and the Select and Asset Allocation Committee was known as the Select and Special Committee. During the fiscal year ended December 31, 2003,2005,the Equity Committee held 10 meetings, the Fixed-Income, International, and InternationalSpecial Committee held 1112 meetings, and the Select and SpecialAsset Allocation Committee held 10nine meetings.
The Board of Trustees has established in December 2003 two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Lautenbach (Chair), Cook,Dirks, Gamper, Stavropoulos, and McCoy)Wolfe) and the Fixed-Income Contract Committee (composed of Messrs. CookMr. Dirks (Chair) and Cox,, Ms. Knowles, and Ms. Knowles)Small). Each committee will ordinarily meets monthly during the first six months of each year and more frequentlymeet as necessaryneeded to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Board ofIndependent Trustees in itstheir consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee will be responsible for investment advisory agreements of the fixed-income funds. The Equity Contract Committee will be responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, levels,extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of non-interestedIndependent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR. During the fiscal year ended December 31, 20032005, each Fund Contract Committee held nothree meetings.
The Shareholder, Services,Distribution and Brokerage and Distribution Committee is composed of Messrs. CoxStavropoulos (Chair), Cook, Heilmeier,Dirks, and Lautenbach, and Stavropoulos.Ms. Small. The committee normally meets in conjunction with in-person meetings of the Board of Trustees,monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees custodyand fees, andincluding direct fees to investors (other than sales loads), such as small accountbookkeeping and exchangecustodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services and fees.services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, and commissions paid to firms supplying research and brokerage services or paying fund expenses.expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions, and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees.fees, and other means by which intermediaries are compensated for selling fundshares or providing shareholder servicing, including revenue sharing. The committee also oversees and receives reportsconsiders issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds.funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended December 31, 2003,2005,the Shareholder, Services,Distribution and Brokerage and Distribution Committee held nine11 meetings.
The Audit Committee is composed of Ms. Knowles (Chair), Mr. Gamper, Dr. Heilmeier, and Messrs. Gates, Kirk,McCoy and McCoy.Wolfe. All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC.Securities and Exchange Commission (SEC). The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets in conjunction with in-person meetings of the Board of Trustees,monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR Corp., and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity, and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers' internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received from regulators or governmental agencies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR Corp. their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR Corp. (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures. The committee also plays an oversight role in respect of each Fidelity fund's compliance with its name test and investment restrictions, the code of ethics relating to personal securities transactions, the code of ethics applicable to certain senior officers of the Fidelity funds, and anti-money laundering requirements. During the fiscal year ended December 31, 2003,2005, the committee held 1014 meetings.
The Governance and Nominating Committee is composed of Dr. Gates (Chair) and Messrs. Mann (Chair), Cox,Lautenbach and Gates, each of whom is not an "interested person" (as defined in the 1940 Act). The committee has two charters: one addressing fund governance and Board administrative matters and one addressing the nomination for the appointment or election of non-interested Trustees.Stavropoulos. The committee meets as called by the Chair. The committee also recommends the establishment of committees (including ad hoc and standing committees). A current copy of the Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees is attached as Exhibit I to this proxy statement. The committee is also responsible for other fund governance and board administration matters.each trust's September 20, 2004proxy statement. With respect to fund governance and board administration matters, the committee periodically reviews procedures and policies of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of non-interestedIndependent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for non-interestedIndependent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for non-interestedIndependent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the non-interestedIndependent Trustees. On behalf of the non-interestedIndependent Trustees, the committee will make such findings and determinations as to the independence of counsel for the non-interestedIndependent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to non-interestedIndependent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the non-interestedIndependent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with non-interestedIndependent Trustees at least once a year to discuss the Statement of Policies and other matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the non-interested Trustees.Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of non-interestedIndependent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee willshall have sole authority to retain and terminate any search firm used to identify non-interested Trustee candidates,third-party advisers, including sole authority to approve such firm's fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee recently retained a third-party search firm, which received a fee to compile a list of candidates based upon criteria established by the Independent Trustees. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a non-interestedan Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with non-interestedIndependent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting non-interestedIndependent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an "interested person"interested person of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective non-interestedIndependent Trustee in light of the Fidelity funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as a non-interestedan Independent Trustee. During the fiscal year ended December 31, 2003,2005, the committee held 1012 meetings.
<R>The Board of Trustees established the Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. Lautenbach and Stavropoulos) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended December 31, 2005, the committee held eight meetings.
The Proxy Voting Committee is composed of Dr. Heilmeier (Chair), Mr. Lautenbach, and Ms. Small. The committee will meet as needed to review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be reviewed by the Board. The Board of Trustees established the Proxy Voting Committee in January 2006. During the fiscal year ended December 31, 2005, the committee held no meetings.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</R>FIRMS
<R>The firm of PricewaterhouseCoopers LLP (PwC) has been selected as the independent registered public accounting firm for VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Money Market Portfolio, VIP Mid Cap Portfolio, and VIP Overseas Portfolio. The firm of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities"), has been selected as the independent registered public accounting firm for each fund.VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Index 500 Portfolio, VIP Investment Grade Bond Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), hashave confirmed to theeach trust's Audit Committee that it isthey are the independent registered public accounting firmfirms with respect to the funds.</R>
<R>The independent registered public accounting firm examines annual financial statements for the funds and provides other audit-related, non-audit, and tax-related services to the funds. Representatives of PwC and Deloitte Entitiesare not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.</R>
<R>TheEach trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firmfirms relating to the operations or financial reporting of VIP Aggressive Growth Portfolio, VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Balanced Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, andVIP Investment Grade Bond Portfolio, VIP Mid Cap Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.</R>
TheEach trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Audit Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fundfund and any non-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.
All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Audit CommitteeChair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.
TheEach trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in itstheir audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1, regarding itstheir independence from the funds and itstheir related entities.
Audit Fees. For each of the fiscal years ended December 31, 20032005 and December 31, 2002 ,the2004,the aggregate Audit Fees billed by PwC or Deloitte Entities for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the Fidelity Group of Funds are shown in the table below.
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Fund | 2005A | 2004A,B |
VIP Aggressive Growth Portfolio | $ 30,000 | $ 26,000 |
VIP Asset Manager Portfolio | $ 47,000 | $ 39,000 |
VIP Asset Manager: Growth Portfolio | $ 39,000 | $ 34,000 |
VIP Balanced Portfolio | $ 38,000 | $ 34,000 |
VIP Contrafund Portfolio | $ 50,000 | $ 41,000 |
VIP Disciplined Small Cap Portfolio | $ 33,000 | $ 0 |
VIP Dynamic Capital Appreciation Portfolio | $ 30,000 | $ 28,000 |
VIP Equity-Income Portfolio | $ 87,000 | $ 75,000 |
VIP Growth Portfolio | $ 77,000 | $ 70,000 |
VIP Growth & Income Portfolio | $ 35,000 | $ 31,000 |
VIP Growth Opportunities Portfolio | $ 34,000 | $ 30,000 |
VIP High Income Portfolio | $ 67,000 | $ 57,000 |
VIP Index 500 Portfolio | $ 36,000 | $ 32,000 |
VIP Investment Grade Bond Portfolio | $ 41,000 | $ 37,000 |
VIP Mid Cap Portfolio | $ 44,000 | $ 34,000 |
VIP Money Market Portfolio | $ 35,000 | $ 32,000 |
VIP Overseas Portfolio | $ 55,000 | $ 50,000 |
VIP Value Portfolio | $ 33,000 | $ 29,000 |
VIP Value Strategies Portfolio | $ 30,000 | $ 27,000 |
All funds in the Fidelity Group of Funds audited by PwC | $ 12,300,000 | $ 10,800,000 |
All funds in the Fidelity Group of Funds audited by Deloitte Entities | $ 5,700,000 | $ 4,300,000 |
AAggregate amounts may reflect rounding.
BNo Audit Fees were billed by Deloitte Entities for professional services rendered for the audit of the annual financial statements, or services that are normally provided in connection with the statutory and regulatory filings or engagements, to VIP Disciplined Small Cap Portfolio as the fund did not commence operations until December 27, 2005.
Audit-Related Fees. In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate Audit-Related Fees billed by PwC or Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.
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Fund | 2005A | 2004A,B |
VIP Aggressive Growth Portfolio | $ 0 | $ 0 |
VIP Asset Manager Portfolio | $ 0 | $ 0 |
VIP Asset Manager: Growth Portfolio | $ 0 | $ 0 |
VIP Balanced Portfolio | $ 0 | $ 0 |
VIP Contrafund Portfolio | $ 0 | $ 0 |
VIP Disciplined Small Cap Portfolio | $ 0 | $ 0 |
VIP Dynamic Capital Appreciation Portfolio | $ 0 | $ 0 |
VIP Equity-Income Portfolio | $ 0 | $ 0 |
VIP Growth Portfolio | $ 0 | $ 0 |
VIP Growth & Income Portfolio | $ 0 | $ 0 |
VIP Growth Opportunities Portfolio | $ 0 | $ 0 |
VIP High Income Portfolio | $ 0 | $ 0 |
VIP Index 500 Portfolio | $ 0 | $ 0 |
VIP Investment Grade Bond Portfolio | $ 0 | $ 0 |
VIP Mid Cap Portfolio | $ 0 | $ 0 |
VIP Money Market Portfolio | $ 0 | $ 0 |
VIP Overseas Portfolio | $ 0 | $ 0 |
VIP Value Portfolio | $ 0 | $ 0 |
VIP Value Strategies Portfolio | $ 0 | $ 0 |
A Aggregate amounts may reflect rounding.
B Includes amountsNo Audit-Related Fees were billed by Deloitte Entities for services rendered for assurance and related services to VIP Disciplined Small Cap Portfolio that are reasonably related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating toperformance of the pre-approvalaudit or review of non-audit services had been in effect at that time.the fund's financial statements, but not reported as Audit Fees as the fund did not commence operations until December 27, 2005.
In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.
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Billed By | 2005A,B | 2004A,B |
PwC | $ 0 | $ 0 |
Deloitte Entities | $ 0 | $ 0 |
AAggregate amounts may reflect rounding.
BIncludesMay include amounts related to non-audit servicesbilled prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approvalVIP Disciplined Small Cap Portfolio's commencement of non-audit services had been in effect at that time.operations.
<R>Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.</R>
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of each fund.
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
Tax Fees. In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004,the aggregate Tax Fees billed by PwC or Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.
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Fund | 2005A | 2004A,B |
VIP Aggressive Growth Portfolio | $ 3,900 | $ 3,900 |
VIP Asset Manager Portfolio | $ 3,900 | $ 3,900 |
VIP Asset Manager: Growth Portfolio | $ 4,200 | $ 4,200 |
VIP Balanced Portfolio | $ 4,200 | $ 4,200 |
VIP Contrafund Portfolio | $ 4,200 | $ 4,200 |
VIP Disciplined Small Cap Portfolio | $ 4,000 | $ 0 |
VIP Dynamic Capital Appreciation Portfolio | $ 3,900 | $ 3,900 |
VIP Equity-Income Portfolio | $ 3,400 | $ 3,200 |
VIP Growth Portfolio | $ 2,500 | $ 2,400 |
VIP Growth & Income Portfolio | $ 4,200 | $ 4,200 |
VIP Growth Opportunities Portfolio | $ 4,200 | $ 4,200 |
VIP High Income Portfolio | $ 2,500 | $ 2,400 |
VIP Index 500 Portfolio | $ 4,200 | $ 4,200 |
VIP Investment Grade Bond Portfolio | $ 4,000 | $ 4,000 |
VIP Mid Cap Portfolio | $ 2,200 | $ 2,100 |
VIP Money Market Portfolio | $ 1,700 | $ 1,600 |
VIP Overseas Portfolio | $ 4,200 | $ 4,000 |
VIP Value Portfolio | $ 4,300 | $ 4,300 |
VIP Value Strategies Portfolio | $ 3,600 | $ 3,600 |
AAggregate amounts may reflect rounding.
BIncludes amounts relatedNo Tax Fees were billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning, to non-audit services prior to May 6, 2003 that would have been subject to pre-approval ifVIP Disciplined Small Cap Portfolio, as the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.fund did not commence operations until December 27, 2005.
In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate Tax Fees billed by PwC or Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.
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Billed By | 2005A,B | 2004A,B |
PwC | $ 0 | $ 0 |
Deloitte Entities | $ 0 | $ 0 |
AAggregate amounts may reflect rounding.
BIncludesMay include amounts related to non-audit servicesbilled prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approvalVIP Disciplined Small Cap Portfolio's commencement of non-audit services had been in effect at that time.operations.
<R>Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.</R>
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of each fund.
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
All Other Fees. In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in the table below.
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Fund | 2005A | 2004A,B |
VIP Aggressive Growth Portfolio | $ 0 | $ 0 |
VIP Asset Manager Portfolio | $ 0 | $ 0 |
VIP Asset Manager: Growth Portfolio | $ 0 | $ 0 |
VIP Balanced Portfolio | $ 0 | $ 0 |
VIP Contrafund Portfolio | $ 0 | $ 0 |
VIP Disciplined Small Cap Portfolio | $ 0 | $ 0 |
VIP Dynamic Capital Appreciation Portfolio | $ 0 | $ 0 |
VIP Equity-Income Portfolio | $ 10,900 | $ 10,100 |
VIP Growth Portfolio | $ 9,400 | $ 10,000 |
VIP Growth & Income Portfolio | $ 0 | $ 0 |
VIP Growth Opportunities Portfolio | $ 0 | $ 0 |
VIP High Income Portfolio | $ 2,800 | $ 2,800 |
VIP Index 500 Portfolio | $ 0 | $ 0 |
VIP Investment Grade Bond Portfolio | $ 0 | $ 0 |
VIP Mid Cap Portfolio | $ 5,100 | $ 3,600 |
VIP Money Market Portfolio | $ 2,300 | $ 2,400 |
VIP Overseas Portfolio | $ 3,400 | $ 2,900 |
VIP Value Portfolio | $ 0 | $ 0 |
VIP Value Strategies Portfolio | $ 0 | $ 0 |
AAggregate amounts may reflect rounding.
BIncludes amounts related toNo Other Fees were billed by Deloitte Entities for all other non-audit services priorrendered to May 6, 2003 that would have been subject to pre-approval ifVIP Disciplined Small Cap Portfolio, as the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.fund did not commence operations until December 27, 2005.
In each of the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate Other Fees billed by PwC or Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.
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Billed By | 2005A,B | 2004A,B |
PwC | $ 190,000 | $ 490,000 |
Deloitte Entities | $ 160,000 | $ 850,000 |
AAggregate amounts may reflect rounding.
BIncludesMay include amounts related to non-audit servicesbilled prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approvalVIP Disciplined Small Cap Portfolio's commencement of non-audit services had been in effect at that time.operations.
Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of each fund.
There were no amounts including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 20032005 and December 31, 20022004 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.
<R>For the fiscal years ended December 31, 20032005 and December 31, 2002,2004, the aggregate fees billed by PwC of $3,550,000Aand $2,650,000A and Deloitte Entities of $1,500,000$600,000ABand $1,550,000$1,400,000AB, respectively, for non-audit services rendered on behalf of the funds,VIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Mid Cap Portfolio, and VIP Value Strategies Portfolio, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.</R>
Billed By | 2003A,B | 2002A,B | 2005A | 2004A | ||||
Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | |
<R>Deloitte Entities | $ 250,000 | $ 1,250,000 | $ 650,000 | $ 900,000</R> | ||||
PwC | $ 200,000 | $ 3,350,000 | $ 500,000 | $ 2,150,000 | ||||
Deloitte Entities | $ 200,000 | $ 400,000 | $ 900,000 | $ 500,000 | ||||
AAggregate amounts may reflect rounding.
For the fiscal years ended December 31, 2005 and December 31, 2004, the aggregate fees billed by Deloitte Entities of $600,000A,B and $1,400,000A,B, respectively, for non-audit services rendered on behalf of VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Index 500 Portfolio, and VIP Investment Grade Bond Portfolio, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.
Billed By | 2005A,B | 2005A,B | 2004A,B | 2004A,B |
Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | |
Deloitte Entities | $ 200,000 | $ 400,000 | $ 900,000 | $ 500,000 |
AAggregate amounts may reflect rounding.
BIncludesMay include amounts relatedbilled prior to VIP Disciplined Small Cap Portfolio's commencement of operations.
For the fiscal years ended December 31, 2005 and December 31, 2004, the aggregate fees billed by PwC of $3,600,000Aand $2,700,000A and Deloitte Entities of $550,000A and $1,350,000A, respectively, for non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rulesrendered on behalf of VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Money Market Portfolio, VIP Overseas Portfolio, and VIP Value Portfolio, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the pre-approval of non-audit services had been in effect at that time.table below.
Billed By | 2005A | 2005A | 2004A | 2004A |
Covered Services | Non-Covered Services | Covered Services | Non-Covered Services | |
PwC | $ 250,000 | $ 3,350,000 | $ 550,000 | $ 2,150,000 |
Deloitte Entities | $ 150,000 | $ 400,000 | $ 850,000 | $ 500,000 |
AAggregate amounts may reflect rounding.
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. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion with respect to proposals submitted on an untimely basis.
NOTICE TO INSURANCE COMPANIES
<R>Please advise the appropriate trust, in care of Client Services at 1-800-544-5429,1-800-208-0098, 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.</R>
GOVERNANCE AND NOMINATING COMMITTEE CHARTERWITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES
This charter relates to the responsibilities of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.
The Governance and Nominating Committee will consist solely of Independent Trustees. The Chair of the Independent Trustees will be the Chair of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. The Committee will meet as called by the Chair. A quorum will include at least two Independent Trustees.
The Committee will make nominations for the appointment or election of Independent Trustees in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.
The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.
The Committee will have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates, including sole authority to approve such firm's fees and other retention terms.
The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.
APPENDIX A
December 2003
STATEMENT OF POLICY ON CRITERIAFOR SELECTING INDEPENDENT TRUSTEES
The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.
The Governance and Nominating Committee expects that all candidates will have the following characteristics:
The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.
The following characteristics are desirable, but not mandatory:
The following are desirable characteristics of the Independent Trustees as a group:
Fidelity Contrafund and Magellan areis a registered trademarkstrademark of FMR Corp.
Asset Manager and Asset Manager: Growth are service marks of FMR Corp.
The third party marks appearing above are the marks of their respective owners.
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Important Proxy Materials
PLEASE CAST YOUR VOTE NOW!
Variable Insurance Products Fund II:Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio
Dear Contract Holder:
I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on November 17, 2004. The purpose of the meeting is to vote on several important proposals that affect the funds and your investment in them. As a contract holder, you have the opportunity to voice your opinion on the matters that affect your funds. 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(s) or voting instruction form(s).Please vote your shares 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. The Trustees believe these proposals are in the best interests of shareholders. They recommend that you vote for each proposal.
The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.
Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) or voting instruction form(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call Fidelity at 1-800-544-5429. We'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
Chairman and Chief Executive Officer
Important information to help you understand and vote on the proposals
Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.
What proposals am I being asked to vote on?
You may be asked to vote on the following proposals:
1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.
2. To elect a Board of Trustees.
3. To amend each fund's fundamental investment limitation concerning lending.
1. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.
Why are you making this change?
The Investment Company Act of 1940 (1940 Act) prohibits or limits certain transactions between affiliated funds (affiliated funds are defined as funds in a fund complex that are usually under common control of an investment adviser or other person when the adviser or other person exercise a controlling influence over the management or policies of the funds).On July 26, 2002, the SEC amended Rule 17a-8 under the 1940 Act to permit mergers of affiliated funds without shareholder approval in certain cases, while still requiring shareholder approval in other cases. For example, Rule 17a-8 now permits affiliated funds to merge without shareholder approval if the advisory contracts and fundamental policies of the funds are not materially different (fundamental policies are those that can only be changed by shareholder vote). In all cases, the Board of Trustees must first consider that the action is in the best interests of the fund and its shareholders, and that the action will not dilute the shareholders' interests.
As of the record date for this meeting, the Trustees have no current plans to merge existing funds without shareholder vote. If shareholders approve the proposed change to the Declaration of Trust, the Board of Trustees may approve such a merger transaction in the future, but again, only if they find that the transaction is in the best interests of the fund and its shareholders and that the transaction will not dilute the shareholders' interests.
How will this change benefit me as a contract holder?
The amendment will give the Trustees increased flexibility, which may allow them to react more quickly to changes in competitive and regulatory conditions. This may allow the funds to operate in a more efficient and economical manner since each time a fund requires a shareholder vote, it is an expense to the fund and ultimately to shareholders.
Under what circumstances would the Board of Trustees need to get shareholder approval?
The Board of Trustees would still need to get shareholder approval if the merger, consolidation or asset sale was not permitted by the 1940 Act and Massachusetts law. For example, Rule 17a-8 still requires shareholder approval of a merger of affiliated funds if they have materially different advisory contracts or fundamental policies. It also requires shareholder approval if, post-merger, the shareholder-elected disinterested trustees of the acquired fund would not comprise a majority of the disinterested trustees of the surviving fund.
2. To elect a Board of Trustees.
What role does the Board play?
The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.
What is the affiliation of the Board and Fidelity?
The Board consists of 14 individuals. The purpose of the Board is to ensure that the shareholders' best interests are protected in the operation of a mutual fund. There are four "interested" trustees and ten "non-interested" trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trust, or various other entities under common control with Fidelity Management & Research Co. (FMR). Interested Trustees are compensated by FMR. Non-interested Trustees have no affiliation with FMR and are compensated by each individual fund.
Are Board members paid?
Each non-interested Trustee receives a fee for his or her service on the Board. Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. You can find the compensation table, which details these fees, in the proxy statement.
Where is the compensation deferred to?
Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by non-interested Trustees under the Plan will directly be linked to the performance of the Reference Funds. This aligns the interest of the Trustees with the interests of the shareholders at-large.
3. To amend each fund's fundamental investment limitation concerning lending.
Why are you amending the fundamental investment limitation concerning lending?
The 1940 Act requires that mutual funds adopt a policy regarding making loans to other parties and further requires that the policy be fundamental (changeable only by shareholder vote). The extent to which a mutual fund reserves the right to lend must be disclosed in its prospectus and/or statement of additional information.
Each fund's investment limitation explicitly does not apply to, among other things, the purchase of debt securities. While the term "debt securities" is commonly understood to include corporate bonds, government securities, and mortgage and other asset-backed securities, we believe that the term also includes loans and loan participations. The amendment clarifies that along with investments in other types of debt securities, investments in loans, loan participations and other forms of debt instruments also are excluded from this limitation.
How will this change affect the funds?
Adoption of these proposals is not expected to affect the way in which each fund is managed.
Has the funds' Board of Trustees approved each proposal?
Yes. The Board of Trustees has unanimously approved all of the proposals and recommends that you vote to approve them.
How many votes is a shareholder entitled to cast?
A shareholder is entitled to one vote for each dollar of net asset value owned of each of the funds on the record date. The record date is September 20, 2004.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card(s) or voting instruction form(s) and mailing it in the enclosed postage-paid envelope. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-5429.
How do I sign the proxy card or voting instruction form?
Individual Accounts: You should sign exactly as your name(s) appears on the account registration shown on the card or form.
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."
Form of Proxy Card: Asset ManagerVIP Equity-Income Portfolio, Asset Manager:VIP Growth Portfolio, ContrafundVIP High Income Portfolio, Index 500VIP Money Market Portfolio, VIP Overseas Portfolio, and Investment Grade BondVIP Value Portfolio
Fidelity Investments®(logo) | Vote this proxy card TODAY! | |
Your prompt response will save the expense | ||
PO Box 145421 Cincinnati, Ohio 45250-5421 | of additional mailings. | |
Vote by | ||
| Return the signed proxy card in the enclosed envelope. | |
[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Eric D. RoiterMargaret A. Carey, and William S. Stavropoulos,Kenneth L. Wolfe, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Variable Insurance Products Fund II as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on November 17, 200415, 2006 at 10:9:30 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposalsproposal described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
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........................................................................... | ........................................................................... | PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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........................................................................... | ........................................................................... | Date _____________________ | |
........................................................................... | ........................................................................... | Signature(s) (Title(s), if applicable)(Sign in the Box) 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 or partnership proxies should be signed by an authorized person indicating the person's title. | |
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Please refer to the Proxy Statement discussion of each of these matters.this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSALS.PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
(down arrow) | ........................................................................... | (down arrow) | |
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. | ||||||||
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| To elect the nominees specified below as Trustees: | |||||||
(01) Dennis J. (02) (03)
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| (08) Marie L. Knowles
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(13) William S. Stavropoulos
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| FOR all nominees listed (except as
(_) | WITHHOLD authority to vote for all nominees (_) | ||
(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.) | ||||||||
PLEASE SIGN ON THE REVERSE SIDE. | ||||
(down arrow) | VIP-PXC-0906-LP | (down arrow) | ||
Form of Proxy Card: VIP Asset Manager Portfolio, VIP Asset Manager: Growth Portfolio, VIP Contrafund Portfolio, VIP Disciplined Small Cap Portfolio, VIP Index 500 Portfolio, VIP Investment Grade Bond Portfolio
Fidelity Investments®(logo) | Vote this proxy card TODAY! | |
Your prompt response will save the expense | ||
PO Box 145421 Cincinnati, Ohio 45250-5421 | of additional mailings. | |
Vote by Mail!! | ||
[Control # Prints Here] | Return the signed proxy card in the enclosed envelope. | |
[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Kenneth L. Wolfe, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Variable Insurance Products Fund II as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on November 15, 2006 at 9:30 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
........................................................................... | ........................................................................... | (down arrow) | |
........................................................................... | ........................................................................... | PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. | |
........................................................................... | ........................................................................... | Date _____________________ | |
........................................................................... | ........................................................................... | Signature(s) (Title(s), if applicable)(Sign in the Box) 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 or partnership proxies should be signed by an authorized person indicating the person's title. | |
(down arrow) | ........................................................................... | (down arrow) | |
........................................................................... | ........................................................................... | Variable Insurance Products Fund II-11/2006-LP | |
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
(down arrow) | ........................................................................... | (down arrow) | |
Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. | ||||||
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(01) Dennis J. Dirks (02) Albert R. Gamper, Jr. (03) Robert M. Gates (04) George H. Heilmeier (05) Edward C. Johnson 3d (06) Stephen P. Jonas (07) James H. Keyes(effective 01/01/07) | (08) Marie L. Knowles (09) Ned C. Lautenbach (10) William O. McCoy (11) Robert L. Reynolds (12) Cornelia M. Small (13) William S. Stavropoulos (14) Kenneth L. Wolfe | FOR all nominees listed (except as noted on the line at left) (_) | WITHHOLD authority to vote for all nominees (_) | |||
(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.) | ||||||
PLEASE SIGN ON THE REVERSE SIDE. | ||||
| VIP-PXC-0906-LP | (down arrow) | ||
Form of Proxy Card: VIP Aggressive Growth Portfolio, VIP Balanced Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Mid Cap Portfolio, and VIP Value Strategies Portfolio
Fidelity Investments®(logo) | Vote this proxy card TODAY! | |
Your prompt response will save the expense | ||
PO Box 145421 Cincinnati, Ohio 45250-5421 | of additional mailings. | |
Vote by Mail!! | ||
[Control # Prints Here] | Return the signed proxy card in the enclosed envelope. | |
[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Kenneth L. Wolfe, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Variable Insurance Products Fund III as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on November 15, 2006 at 9:30 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
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........................................................................... | ........................................................................... | PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. | |
........................................................................... | ........................................................................... | Date _____________________ | |
........................................................................... | ........................................................................... | Signature(s) (Title(s), if applicable)(Sign in the Box) 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 or partnership proxies should be signed by an authorized person indicating the person's title. | |
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........................................................................... | ........................................................................... | Variable Insurance Products Fund III-11/2006-LP | |
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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Please fill in box(es) as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. | ||||||
1. |
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(01) Dennis J. Dirks (02) Albert R. Gamper, Jr. (03) Robert M. Gates (04) George H. Heilmeier (05) Edward C. Johnson 3d (06) Stephen P. Jonas (07) James H. Keyes(effective 01/01/07) | (08) Marie L. Knowles (09) Ned C. Lautenbach (10) William O. McCoy (11) Robert L. Reynolds (12) Cornelia M. Small (13) William S. Stavropoulos (14) Kenneth L. Wolfe | FOR all nominees listed (except as noted on the line at left) (_) | WITHHOLD authority to vote for all nominees (_) | |||
(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.) | ||||||
PLEASE SIGN ON THE REVERSE SIDE. | ||||
(down arrow) | VIP-PXC-0906-LP | (down arrow) | ||
Important Proxy Materials
PLEASE CAST YOUR VOTE NOW!
VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio
VIP Value Portfolio
Funds of Variable Insurance Products Fund
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on November 15, 2006. The purpose of the meeting is to provide you with the opportunity to vote on an important proposal that affects the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposal and the materials to use when casting your vote.
Please read the enclosed materials and cast your vote on the proxy card(s).Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe this proposal is in the best interests of shareholders. They recommend that you votefor the proposal.
The following Q&A is provided to assist you in understanding the proposal. The proposal is described in greater detail in the enclosed proxy statement.
Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call Fidelity at 1-877-208-0098. We'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
Chairman and Chief Executive Officer
Important Proxy Materials
PLEASE CAST YOUR VOTE NOW!
VIP Asset Manager Portfolio
VIP Asset Manager: Growth Portfolio
VIP Contrafund Portfolio
VIP Disciplined Small Cap Portfolio
VIP Index 500 Portfolio
VIP Investment Grade Bond Portfolio
Funds of Variable Insurance Products Fund II
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on November 15, 2006. The purpose of the meeting is to provide you with the opportunity to vote on an important proposal that affects the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposal and the materials to use when casting your vote.
Please read the enclosed materials and cast your vote on the proxy card(s).Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe this proposal is in the best interests of shareholders. They recommend that you votefor the proposal.
The following Q&A is provided to assist you in understanding the proposal. The proposal is described in greater detail in the enclosed proxy statement.
Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call Fidelity at 1-877-208-0098. We'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
Chairman and Chief Executive Officer
Important Proxy Materials
PLEASE CAST YOUR VOTE NOW!
VIP Aggressive Growth Portfolio
VIP Balanced Portfolio
VIP Dynamic Capital Appreciation Portfolio
VIP Growth & Income Portfolio
VIP Growth Opportunities Portfolio
VIP Mid Cap Portfolio
VIP Value Strategies Portfolio
Funds of Variable Insurance Products Fund III
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders of the Fidelity funds mentioned above will be held on November 15, 2006. The purpose of the meeting is to provide you with the opportunity to vote on an important proposal that affects the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposal and the materials to use when casting your vote.
Please read the enclosed materials and cast your vote on the proxy card(s).Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
The proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe this proposal is in the best interests of shareholders. They recommend that you votefor the proposal.
The following Q&A is provided to assist you in understanding the proposal. The proposal is described in greater detail in the enclosed proxy statement.
Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call Fidelity at 1-877-208-0098. We'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
Chairman and Chief Executive Officer
Important information to help you understand and vote on the proposal
Please read the full text of the proxy statement. Below is a brief overview of the proposal to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.
What proposal am I being asked to vote on?
You may be asked to vote on the following proposal:
1. To elect a Board of Trustees.
What role does the Board play?
The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.
What is the affiliation of the Board and Fidelity?
The Board consists of 13 individuals. The purpose of the Board is to ensure that the shareholders' best interests are protected in the operation of a mutual fund. There are three "interested" trustees and ten "Independent" trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trust, or various other entities under common control with Fidelity Management & Research Co. (FMR). Interested Trustees are compensated by FMR. Independent Trustees have no affiliation with FMR and are compensated by each individual fund.
Are Board members paid?
Each Independent Trustee receives a fee for his or her service on the Board and participates in a deferred compensation plan. You can find the compensation table, which details these fees, in the proxy statement.
Has the funds'Board of Trustees approved the proposal?
Yes. The Board of Trustees has unanimously approved the proposal and recommends that you vote to approveit.
Who is D.F. King & Co., Inc.?
D.F. King is a third party proxy vendor that Fidelity hires to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached - which is a majorityof the shares entitled to vote in person or by proxy at the shareholder meeting. If quorum is not attained, the meeting must adjourn to a future date. Fidelity attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.
Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.
How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each dollar of net asset value you own of each of the funds on the record date. The record date is September 18, 2006.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at1-877-208-0098.
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."