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:
[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

(Name of Registrant as Specified In Its
Charter)
Variable Insurance Products Fund II

(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

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:

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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Variable Insurance Products Fund II
(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:
ASSET MANAGER PORTFOLIO
ASSET MANAGER: GROWTH PORTFOLIO
CONTRAFUND PORTFOLIO
INDEX 500 PORTFOLIO
A FUND
INVESTMENT GRADE BOND PORTFOLIO
FUNDS OF
VARIABLE INSURANCE PRODUCTS FUND II
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTSDevonshire Street, Boston, Massachusetts 02109
1-800-544-5429

1-877-208-0098
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Index 500 Portfolio:

the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio (the fund)funds), will be held at thean office of VariableofVariable Insurance Products Fund II (the trust), 82 Devonshire27 State Street, 10th Floor, Boston, Massachusetts 02109 on September 15, 1999,November 17, 2004, at 11:0010:30 a.m. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposals, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

1(a).
1. To approve an interim sub-advisory agreement with Bankersamend the Declaration of Trust Company forto allow the fund.
1(b). To approve a new sub-advisory agreement with Bankers Trust Company
for the fund.
Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.
2. To approveelect a new "manager-of-managers" arrangement for the fund.

Board of Trustees.
3. To amend each fund's fundamental investment limitation concerning lending.
The Board of Trustees has fixed the close of business on July 19, 1999September 20, 2004 as the record date for the determination of the shareholders of each of the fundfunds 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
July 19, 1999

YOUR VOTE IS IMPORTANT
September 20, 2004
Your vote is important - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD
PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

please vote your shares promptly.
Any variable product owners, who have a voting interest in variable accounts holding shares of the trust, 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 or voting instruction form properly.
1. INDIVIDUAL ACCOUNTS:Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.
card or voting instruction form.
2. JOINT ACCOUNTS: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 ACCOUNTSAll 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.card or 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
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA

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
u/t/d 12/28/78 Ann B. Collins, Trustee
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
VARIABLE INSURANCE PRODUCTS FUND II:
ASSET MANAGER PORTFOLIO
ASSET MANAGER: GROWTH PORTFOLIO
CONTRAFUND PORTFOLIO
INDEX 500 PORTFOLIO
INVESTMENT GRADE BOND PORTFOLIO

TO BE HELD ON SEPTEMBER 15, 1999

NOVEMBER 17, 2004
This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Variable Insurance Products Fund II (the trust) to be used at the Special Meeting of Shareholders of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio (the fund)funds) and at any adjournments thereof (the Meeting), to be held on September 15, 1999November 17, 2004 at 11:0010:30 a.m., ET at 82 Devonshire27 State Street, 10th Floor, Boston, Massachusetts 02109, the principal executivean office of the trust and Fidelity Management & Research Company (FMR), the fund'sfunds' investment adviser.
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 cardor voting instruction form on or about July 19, 1999.September 20, 2004 Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of the trust. [Thethetrust. The expenses in connection with preparing Proposals 1(a) and 2 of this Proxy Statement and its enclosures and of all solicitations will be bornepaid by Bankers Trust Company (BT),
subadviser to the fund. BTfund, provided the expenses do not exceed each class of each class's existing voluntary expense cap as follows:
Fund Name Expense Cap
Asset Manager Portfolio: Initial Class 1.00%
Asset Manager Portfolio: Service Class 1.10%
Asset Manager Portfolio: Service Class 2 1.25%
Asset Manager: Growth Portfolio: Initial Class 1.00%
Asset Manager: Growth Portfolio: Service Class 1.10%
Asset Manager: Growth Portfolio: Service Class 2 1.25%
Contrafund Portfolio: Initial Class 1.00%
Contrafund Portfolio: Service Class 1.10%
Contrafund Portfolio: Service Class 2 1.25%
Contrafund Portfolio: Service Class 2R 1.25%
Index 500 Portfolio: Initial Class 0.28%
Index 500 Portfolio: Service Class 0.38%
Index 500 Portfolio: Service Class 2 0.53%
Investment Grade Bond Portfolio: Initial Class 0.80%
Investment Grade Bond Portfolio: Service Class 0.90%
Investment Grade Bond Portfolio: Service Class 2 1.05%
Expenses exceeding each class's voluntary expense cap will be paid by FMR. The funds will reimburse insurance companies and others for their reasonable expenses in forwarding solicitation material to the variable contractbeneficial owners of shares.] [The expenses The costs are allocated among the funds based upon the number of shareholder accounts in connection with preparing Proposal 1(b)each fund.
The principal business address of this Proxy StatementFMR, each fund's investment adviser and its enclosuresadministrator, and of all solicitations will be borne
by FMR. FMR will reimburse insurance companies for their reasonable expenses in
forwarding solicitation materialCo., Inc. (FMRC), sub-adviser to the variable contract owners of shares.]Asset Manager Portfolio, Asset Manager Growth: Portfolio, Contrafund Portfolio, and Index 500 Portfolio, is One Federal Street, Boston, Massachusetts 02110. The principal business address of Fidelity Distributors Corporation (FDC), theeach fund's principal underwriter and distribution agent, is 82 Devonshire Street, Boston, Massachusetts, 02109. The principal business address of BTFidelity Investments Money Management, Inc. (FIMM), sub-adviser to Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Investment Grade Bond Portfolio, is 130 LibertyOne 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 Management & Research (Far East) Inc. (FMR Far East), located at Shiroyama JT Mori Bldg. 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan; Fidelity Investments Japan Limited (FIJ), located at 8-8 Shinkawa, 1-Chome Chuo-ku, Tokyo 104-0033, Japan; Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda; and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), located at 25 Cannon Street, New York, New York 10006.

London EC4M 5TA, England are also sub-advisers to Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Contrafund Portfolio. FIIA and FIIA (U.K.)L are sub-advisers of Investment Grade Bond Portfolio. The principal business address of Geode Capital Management, LLC, sub-adviser to Index 500 Portfolio, is 53 State Street, Boston, Massachusetts 02109.
If the enclosed proxy cardor 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 trust, by the execution of a later-dated proxy card, by the trust's receipt of a
subsequent valid telephonic voteor voting instruction form, or by attending the Meeting and voting in person.
All proxy cardsproxies 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 proxy card,or voting instruction form, it will be voted FOR the matters specified on the proxy card. Only proxiesor voting instruction form. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passagebut insurance company variable accounts may vote all of any
proposal being considered at the Meeting will occur only if a sufficient number
of votes are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes
AGAINST will havetheir shares in the same effect in determining whetherproportion as the proposal is
approved.

voting instructions actually received from variable product owners. See page ____.
If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve one or more of the proposed items are not received, or if other matters arise requiring shareholder attention, the persons named as 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 each item, unless directed to vote AGAINST the item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

On May 31, 1999, there were ________ shares
Shares of each class of each fundof the fundtrust issued and outstanding.

[Asoutstanding as of MayJuly 31, 1999, the Trustees and officers of the trust owned,2004 are indicated in the aggregate, less than 1% of the fund's outstanding shares.]

[Tofollowing table:
Number of
Shares
Asset Manager Portfolio: Initial Class
Asset Manager Portfolio: Service Class
Asset Manager Portfolio: Service Class 2
Asset Manager: Growth Portfolio: Initial Class
Asset Manager: Growth Portfolio: Service Class
Asset Manager: Growth Portfolio: Service Class 2
Contrafund Portfolio: Initial Class
Contrafund Portfolio: Service Class
Contrafund Portfolio: Service Class 2
Contrafund Portfolio: Service Class 2R
Index 500 Portfolio: Initial Class
Index 500 Portfolio: Service Class
Index 500 Portfolio: Service Class 2
Investment Grade Bond Portfolio: Initial Class
Investment Grade Bond Portfolio: Service Class
Investment Grade Bond Portfolio: Service Class 2
[To the knowledge of the trust, substantial (5% or more) record or beneficial[record] [or] [beneficial] ownership of [each/the fundfund(s) [and class] on MayJuly 31, 19992004 was as follows:]

[FMR has advised the trust that for Proposals __ contained in this Proxy
Statement, it will vote its shares at the Meeting [FOR each Proposal.]]
To the knowledge of the trust, no [other] shareholder owned of record or beneficially more than 5% of the outstanding shares of [each class of] the fundfund[s] on that date.

[A shareholder owning more than 25%
FMR has advised the trust 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 fund'splans and agreements vary, generally the shares maymust be considered to
be a "controlling person" (as definedvoted 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 Investment Company Actsame proportion as certain other shareholders have voted.
Shareholders of 1940)record at the close of business on September 20, 2004 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date.
Shares of the fund. Accordingly, its vote could have a more significant effect on matters
presentedtrust are currently sold only to shareholders for approval than the votes of the fund's other
shareholders.]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 July 19, 1999,September 20, 2004, 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.

FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER
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, 1998, CALL FIDELITY DISTRIBUTORS CORPORATION AT 1-800-544-5429 OR THE
INSURANCE COMPANY THAT ISSUED YOUR POLICY.

2003 and the semiannual report for the fiscal period ended June 30, 2004, call 1-877-208-0098or write to FDC at 82 Devonshire Street, Boston, Massachusetts 02109.
VOTE REQUIRED: APPROVAL OF EACH OF PROPOSALS 1(A), 1(B), ANDApproval of Proposal 1 requires the affirmative vote of a "majority of the outstanding voting securities" of the entire trust.Approval of Proposal 2 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE
FUND. UNDER THE INVESTMENT COMPANY ACT OFrequires 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 (THE 1940 ACT), THE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF
THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE MEETING OR
REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING
SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR
THIS PURPOSE.

OVERVIEW OF PROPOSALS

OVERVIEW OF PROPOSALS 1(A) AND 1(B). Bankers Trust Company ("BT")(1940 Act), the fund's sub-adviser, isvote of a wholly-owned subsidiary of Bankers Trust Corporation
("BT Corporation"). On _____, 1999, a wholly-owned subsidiary of Deutsche Bank
AG ("Deutsche Bank") merged with and into BT Corporation (the "BT Merger"). The
BT Merger could be considered a change of control of BT, resulting in the
assignment and automatic termination"majority of the sub-advisory agreement dated
December 1, 1997, among FMR, BT,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 trust, on behalfsame fee structures in order to achieve economies of scale and thereby reduce fund expenses borne by shareholders. The rules still require the fund (the "Old

Sub-Advisory Agreement"). THE BT MERGER HAS NO EFFECT ON THE FUND'S INVESTMENT
OBJECTIVE OR POLICIES.

The Boardboard of Trustees, includingtrustees (including a majority of non-interested trustees) to determine that any merger is in the Trustees who are not
interested personsbest interest of the trustaffiliated 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 FMR (the "Independent Trustees"), has
approved, and recommends thatTrust 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 interim
sub-advisory agreement among FMR, BT, and the trust, on behalf of the fund (the
"Interim Sub-Advisory Agreement"), as described in Proposal 1(a). Under the
Interim Sub-Advisory Agreement, BT (subjectamendment to the supervision and directionDeclaration of the Board of Trustees and/or FMR) is required to provide the same investment
management, custodial, and securities lending services that it provided to the
fund under the Old Sub-Advisory Agreement. OTHER THAN THE EXECUTION AND
TERMINATION DATES, THE INTERIM SUB-ADVISORY AGREEMENT CONTAINS THE SAME TERMS
AND CONDITIONS AS THE OLD SUB-ADVISORY AGREEMENT. Under the Interim Sub-Advisory
Agreement, BT receives the same fees and expects to continue to provide the same
level and quality of services as under the Old Sub-Advisory Agreement.

On May 25, 1999, the SEC granted BT an exemptive order (the "BT Exemptive
Order") permitting the Interim Sub-Advisory Agreement to take effect, without
shareholder approval, on [INSERT THE LATER OF THE EFFECTIVE DATE OF THE BT
MERGER OR THE DATE ON WHICH THE SEC ISSUES THE BT EXEMPTIVE ORDER]. The BT
Exemptive Order permits the Interim Sub-Advisory Agreement to remain in effect,
for an interim period of up to 150 days, through the date on which it is
approved (or disapproved) by shareholders.

The Board of Trustees, including a majority of the Independent Trustees,
also has approved, and recommends that shareholders of the fund approve, a new
sub-advisory agreement among FMR, BT, and the trust, on behalf of the fund (the
"New Sub-Advisory Agreement")Trust (Article XII, Section 4.3), as described in Proposal 1(b). If approved, the
New Sub-Advisory Agreement would replace the Interim Sub-Advisory Agreement
effective October 1, 1999 (or on the first day of the first month following
shareholder approval). If shareholders approve Proposal 1(b), BT (subject to the
supervision and direction of the Board of Trustees and/or FMR) will continue to
provide investment management, custodial, and securities lending services to the
fund, but all of these services will no longer be covered by the same contract.
While the Interim Sub-Advisory Agreement currently requires BT to provide
investment management, custodial, and securities lending services to the fund,
the New Sub-Advisory Agreement would require BT to provide only investment
management and custodial services to the fund. Under the fund's New Sub-Advisory
Agreement, FMR, NOT THE FUND, would pay BT for providing these services. In
conjunctionconsistent with the New Sub-Advisory Agreement, BT andnew affiliated fund merger rules, to permit the trust, on behalfTrustees in limited circumstances to authorize a fund's or class's merger or consolidation with, or sale of thea fund's or class's assets to, another operating mutual fund would enter into, and BT would continue to provide securities lending
services to the fund under,without a new, separate securities lending agreement (the
"New Securities Lending Agreement"). Under the fund's New Securities Lending
Agreement, it is anticipated that the fund would pay BT lower fees for providing
securities lending services than the fund pays BT under the Interim Sub-Advisory
Agreement. As discussed below, shareholdersshareholder vote.You are not being asked to approve any fund mergers at this time.
Shareholders have the New Securities Lending Agreement.

OVERVIEW OF PROPOSAL 2. Shareholder approvalright to vote on any Declaration of Trust amendment affecting their right to vote or on any matter submitted to the Interim Sub-Advisory
Agreement would not be necessary ifshareholders by the fund currently operated under a
so-called "manager-of-managers" arrangement. As described in Proposal 2, a
manager-of-managers arrangement would, among other things, permit FMR, withTrustees. On April 15, 2004, the approval of the Board of Trustees to enter into a new sub-advisory agreement if
a current agreement is assigned and automatically terminated, such as in the
case of the BT Merger. Thus,approved the proposed arrangement would avoid the expensesamendment and delays associated with holding a shareholder meeting to approve the new
agreement. Such an arrangement also would permit FMR, with the approval of the
Board of Trustees, to change sub-advisers or materially modify a sub-advisory
agreement without shareholder approval. THE PROPOSED ARRANGEMENT WOULD NOT,
HOWEVER, PERMIT FMR TO INCREASE THE FUND'S MANAGEMENT FEE RATE PAYABLE TO FMR
UNDER THE PRESENT MANAGEMENT CONTRACT WITHOUT SHAREHOLDER APPROVAL.

On May 19, 1999, FMR and the trust, on behalf of the fund, filed with the
Securities and Exchange Commission (the "SEC") an exemptive application seeking
authorization for the fund to operate under a manager-of-managers arrangement,
subject to shareholder approval and certain other conditions. Although the fund

cannot implement such an arrangement unless and until it receives the necessary
SEC authorization, the Board of Trustees is taking this opportunity to seek
shareholder approval of the proposed arrangement.

Proposals 1(a), 1(b), and 2 do not affect the present management contract
dated December 1, 1997 between FMR and the trust, on behalf of the fund (the
"Present Management Contract"). SHAREHOLDER APPROVAL OF THE PROPOSALS WILL NOT
RESULT IN AN INCREASE OR A DECREASE IN THE FUND'S MANAGEMENT FEE RATE PAYABLE TO
FMR UNDER THE PRESENT MANAGEMENT CONTRACT. If shareholders approve the
proposals, FMR expects to continue to provide the same level and quality of
management servicesauthorized its submission to the fund as it has always provided.

Refer to each proposal below for more detailed information.

1(A). TO APPROVE AN INTERIM SUB-ADVISORY AGREEMENT WITH BT FOR THE FUND.

The Board of Trustees, including a majority of the Independent Trustees,
has approved, and recommends that shareholders of the fund approve, the Interim
Sub-Advisory Agreement.

THE OLD SUB-ADVISORY AGREEMENT. As discussed above, prior to the effective
date of the BT Merger, BT served as the fund's sub-adviser pursuant to the Old
Sub-Advisory Agreement. The fund's shareholders approved the Old Sub-Advisory
Agreement at a special meeting held on November 19, 1997. At that meeting,
shareholders approved the appointment of BT as sub-adviser of the fund to handle
the day-to-day management of the fund's investments and to provide custodial and
securities lending services to the fund. FMR proposed, and the Board of Trustees
approved, BT's appointment as part of FMR's ongoing efforts to provide services
to the fund efficiently and at low cost.

Under the Old Sub-Advisory Agreement, BT (subject to the supervision and
direction of the Board of Trustees and/or FMR) directed the fund's investments
in accordance with its investment objective, policies, and limitations; voted
the fund's portfolio securities; provided custodial services to the fund; and
administered the fund's securities lending program. For providing these services
to the fund, FMR paid BT monthly fees at an annual rate of 0.006% of the fund's
average net assets, and the fund paid BT monthly fees equal to 40% of net income
from the fund's securities lending activities. The fund retained the remaining
60% of net income from its securities lending activities. Because the fees that
the fund paid BT were based on a percentage of net income from securities
lending, the fund paid the fees only to the extent that it earned income from
securities lending. For the fiscal year ended December 31, 1998, FMR, on behalf
of the fund, paid BT sub-advisory fees of $_____, and the fund paid BT
sub-advisory fees of $_____.

IMPACT OF BT MERGER ON OLD SUB-ADVISORY AGREEMENT. Generally, Section 15(a)
of the 1940 Act requires that a fund's shareholders approve all agreements
pursuant to which persons serve as investment advisers or sub-advisers to the
fund. Section 15(a) also requires that such an agreement automatically terminate
if it is assigned. An assignment of a sub-advisory agreement may be deemed to
occur due to a change of control of the sub-adviser. Because BT became an
indirect, wholly-owned subsidiary of Deutsche Bank as a result of the BT Merger,
the BT Merger could be considered a change of control of BT, resulting in the
assignment and automatic termination of the Old Sub-Advisory Agreement.

THE INTERIM SUB-ADVISORY AGREEMENT. As discussed above, the BT Exemptive
Order permitted the Interim Sub-Advisory Agreement to become effective, without
shareholder approval, on ____, 1999. OTHER THAN THE EXECUTION AND TERMINATION
DATES, THE INTERIM SUB-ADVISORY AGREEMENT CONTAINS THE SAME TERMS AND CONDITIONS
AS THE OLD SUB-ADVISORY AGREEMENT. Under the Interim Sub-Advisory Agreement, BT
receives the same fees and expects to continue to provide the same level and
quality of services as under the Old Sub-Advisory Agreement.

Under the Interim Sub-Advisory Agreement, BT (subject to the supervision
and direction of the Board of Trustees and/or FMR) directs the fund's
investments in accordance with its investment objective, policies, and
limitations; votes the fund's portfolio securities; provides custodial services
to the fund; and administers the fund's securities lending program. For
providing these services to the fund, FMR pays BT monthly fees at an annual rate
of 0.006% of the fund's average net assets, and the fund pays BT monthly fees
equal to 40% of net income from the fund's securities lending activities. The
fund retains the remaining 60% of net income from its securities lending
activities. Securities lending is a means of earning a modest amount of income
by lending the fund's securities to other parties temporarily. The party
borrowing the securities (typically a broker-dealer or other institution)
provides collateral to secure the loan, agrees to return the securities to the
fund upon notice, and pays the fund a fee for the loan (and/or allows it to earn
income on the collateral). Because the fees that the fund pays BT are based on a
percentage of net income from securities lending, the fund pays the fees only to
the extent that it earns income from securities lending.

Under the terms of the BT Exemptive Order, BT is permitted to earn fees
under the Interim Sub-Advisory Agreement, provided that the fees are held in
escrow pending shareholder approval of the Interim Sub-Advisory Agreement. In
accordance with the BT Exemptive Order, the fees that BT has earned to date
under the Interim Sub-Advisory Agreement have been held in escrow, and any
additional such fees will be held in escrow, until shareholders approve (or
disapprove) the Interim Sub-Advisory Agreement. [As of _____, 1999, the amount
in escrow totaled $_____.] (The portion of net income from the fund's securities
lending activities that the fund retains is not subject to the escrow
arrangement.) If shareholders approve the Interim Sub-Advisory Agreement, the
fees held in escrow, together with any interest thereon, will be released to BT.
If shareholders do not approve the Interim Sub-Advisory Agreement, the fees held
in escrow, together with any interest thereon, will be released to the fund.

A copy of the Interim Sub-Advisory Agreement is supplied as Exhibit 1 on
page _. The Interim Sub-Advisory Agreement became effective on _____, 1999. If
shareholders approve the New Sub-Advisory Agreement (see Proposal 1(b) below),
the New Sub-Advisory Agreement will become effective on October 1, 1999 (or on
the first day of the first month following approval), and the Interim
Sub-Advisory Agreement will terminate on that date. If shareholders approve the
Interim Sub-Advisory Agreement, but do not approve the New Sub-Advisory
Agreement, the Interim Sub-Advisory Agreement will remain in effect through July
31, 2000, and from year to year thereafter, but only as long as its continuance
is approved at least annually by (i) the vote, cast in person at a meeting
called for the purpose, of a majority of the Independent Trustees, and (ii) the
vote of either a majority of the Trustees or a majority of the outstanding
shares of the fund. The Interim Sub-Advisory Agreement may be terminated on 60
days' written notice by the Board of Trustees and will terminate automatically
in the event of its assignment. In addition, the Interim Sub-Advisory Agreement
may be modified subject to both Board and shareholder approval.

MATTERS CONSIDERED BY THE BOARD. At meetings held on March 18, 1999 and May
20, 1999, the Board of Trustees, including the Independent Trustees, discussed
the BT Merger and its implications for the fund and considered the Interim
Sub-Advisory Agreement. In approving the Interim Sub-Advisory Agreement and
recommending that it be presented totrust's shareholders for their approval at this Meeting.
The amendment will give the Trustees consideredmore flexibility and, subject to applicable requirements of Federal law, namely the best1940 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 shareholders and took into accountsurviving 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 factors that they deemed relevant. The Boardmergers of Trustees received materials
relating to the Interim Sub-Advisory Agreement in advancenon-affiliated funds.
Article XII, Section 4.3 of the meeting at
whichDeclaration 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 XII
MISCELLANEOUS
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 Interim Sub-Advisory Agreement was considered, and hadTrust 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 opportunityTrust property or Trust property allocated or belonging to ask questions and request further information in connection with such consideration. During their deliberations, the Trustees considered that the
Interim Sub-Advisory Agreement has substantially the sameSeries 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 Old Sub-Advisory Agreement. Thecase 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 also considered that,may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the Interim Sub-Advisory Agreement, BT receiveslaws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the same fees,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 expects to continuesell, 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 the same level and quality of serviceswritten notice to the fund, as underaffected Shareholders of any transaction whereby, pursuant to this Section 4.4, the Old Sub-Advisory Agreement. The Trustees further considered thatTrust 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 fees
payable to BT under the Interim Sub-Advisory Agreement during the interim period
would be deposited in an interest-bearing escrow account and released to BT if
shareholders approve the Interim Sub-Advisory Agreement or to the fund if
shareholders do not approve the Interim Sub-Advisory Agreement. In addition, the

Board considered that BT recently pleaded guilty to misstating entries in the
bank's books and records, but that the events leading up to BT's guilty plea did
not arise out of the investment advisory or mutual fund activities of BT or its
affiliates (see "Activities and Management of Bankers Trust Company" beginning
on page _ below).

CONCLUSION.Trustees.
Conclusion. The Board of Trustees has concluded that the Interim
Sub-Advisory Agreementproposal will benefit the fundtrust 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. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the trust. Pursuant to the provisions of the Declaration of Trust of the trust, the Trustees have determined that the number of Trustees shall be fixed at 14. It is intended that the enclosed proxy will be voted for 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. Small begin serving as Trustee on or about January 1, 2005, replacing Ralph F. Cox and Donald J. Kirk, who are scheduled to retire at the end of 2004.
Except for Mr. Dirks and Ms. Small, all nominees named below are currently Trustees of the trust and have served in that capacity continuously since originally elected or appointed. Laura B. Cronin, Robert L. Reynolds, and George H. Heilmeierwere selected by the trust's Governance and Nominating Committee (see page 33)and were appointed to the Board on March 1, 2003, March 1, 2003, and January 1, 2004, respectively. Mr. Dirks and Ms. Small are currently Members of the Advisory Board of the trust. Mr. Dirks and Ms. Small were selected by the trust's Governance and Nominating Committee and were appointed as Members of the Advisory Board on July 1, 2004 and January 1, 2004, respectively.
Except for William O. McCoy, Mr. Dirks and Ms. Small, each of the nominees oversees 292 funds advised by FMR or an affiliate. Mr. McCoy oversees 294 funds advised by FMR or an affiliate. Mr. Dirks and Ms. Small do not currently serve as Trustees of any fund advised by FMR or an affiliate; Mr. Dirks and Ms. Small are currently Members of the Advisory Board of each Fidelity fund.
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 who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation**
Edward C. Johnson 3d (74)***
Year of Election or Appointment: 1988
Trustee of Variable Insurance Products Fund II. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (42)***
Year of Election or Appointment: 2001
Trustee of Variable Insurance Products Fund II. Senior Vice President of Asset Manager Portfolio (2001), Asset Manager: Growth Portfolio (2001), Contrafund Portfolio (2001), Index 500 Portfolio (2001), and Investment Grade Bond Portfolio (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (50)
Year of Election or Appointment: 2003
Trustee of Variable Insurance Products Fund II. Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (52)
Year of Election or Appointment: 2003
Trustee of Variable Insurance Products Fund II. Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).
* Nominees have been determined to be "interested" by virtue of, among other things, their affiliation with the 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-Interested Nominees:
Correspondence intended for each non-interested nominee (that is, the nominees other than the interested nominees) may be sent to Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Age; Principal Occupation*
J. Michael Cook (61)**
Year of Election or Appointment: 2001
Trustee of Variable Insurance Products Fund II. Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), The Dow Chemical Company (2000), and Northrop Grumman Corporation (global defense technology, 2003). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.
Ralph F. Cox (72)***
Year of Election or Appointment: 1991
Trustee of Variable Insurance Products Fund II. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.
Dennis J. Dirks (56)⁺
Year of Election or Appointment to the Advisory Board: 2004
Member of the Advisory Board of Variable Insurance Products Fund II. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).
Robert M. Gates (60)
Year of Election or Appointment: 1997
Trustee of Variable Insurance Products Fund II. Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (68)
Year of Election or Appointment: 2004
Trustee of Variable Insurance Products Fund II.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), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).
Donald J. Kirk (71)***
Year of Election or Appointment: 1988
Trustee of Variable Insurance Products Fund II. Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. (leadership education for arts and culture). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).
Marie L. Knowles (57)
Year of Election or Appointment: 2001
Trustee of Variable Insurance Products Fund II. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (60)
Year of Election or Appointment: 2000
Trustee of Variable Insurance Products Fund II. Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (71)
Year of Election or Appointment: 1993
Trustee of Variable Insurance Products Fund II. Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (70)
Year of Election or Appointment: 1997
Trustee of Variable Insurance Products Fund II. Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
Cornelia M. Small (60)⁺
Year of Election or Appointment to the Advisory Board: 2004
Member of the Advisory Board of Variable Insurance Products Fund II. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (65)
Year of Election or Appointment: 2001
Trustee of Variable Insurance Products Fund II. Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
* 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, 2005 following the retirement of Ralph F. Cox and Donald J. Kirk.
[As of July 31, 2004 the nominees, Trustees and officers of the trust and [each/the] fund[s] owned, in the aggregate, less than 1% of [each/the] fund['s/s'] outstanding shares.]
[During the period January 1, 2003 through July 31, 2004, no transactions were entered into by Trustees and nominees as Trustee of the trust involving more than 1% of the voting common, non-voting common and equivalent stock, or preferred stock of FMR Corp.]
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 Independent Trustees, voted to approve the
submissionother Trustees; and (d) a Trustee may be removed at any Special Meeting of the Interim Sub-Advisory Agreement to shareholders of the fund and
recommends that shareholders of the fundby a two-thirds vote FOR the Interim Sub-Advisory
Agreement. If shareholders approve the Interim Sub-Advisory Agreement, the fees
held in escrow, together with any interest thereon, will be released to BT. If
shareholders do not approve the Interim Sub-Advisory Agreement, the fees held in
escrow, together with any interest thereon, will be released to the fund and the
Board of Trustees will consider what other action is in the best interest of the
fund and its shareholders.

1(B). TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH BT FOR THE FUND.

The Board of Trustees, including a majority of the Independent Trustees,
has approved, and recommends that shareholders of the fund approve, the New
Sub-Advisory Agreement. If shareholders approve this proposal, BT (subject to
the supervision and direction of the Board of Trustees and/or FMR) will continue
to provide investment management and custodial services to the fund under the
New Sub-Advisory Agreement, but will provide securities lending services to the
fund under the New Securities Lending Agreement. Shareholders are not being
asked to approve the New Securities Lending Agreement. SHAREHOLDER APPROVAL OF
THIS PROPOSAL WILL NOT RESULT IN AN INCREASE OR A DECREASE IN THE FUND'S
MANAGEMENT FEE RATE PAYABLE TO FMR UNDER THE PRESENT MANAGEMENT CONTRACT.

INTERIM SUB-ADVISORY AGREEMENT. As stated above, under the Interim
Sub-Advisory Agreement, BT (subject to the supervision and direction of the
Board of Trustees and/or FMR) directs the fund's investments in accordance with
its investment objective, policies, and limitations; votes the fund's portfolio
securities; provides custodial services to the fund; and administers the fund's
securities lending program. For providing these services to the fund, FMR pays
BT monthly fees at an annual rate of 0.006% of the fund's average net assets,
and the fund pays BT monthly fees equal to 40% of net income from the fund's
securities lending activities. The fund retains the remaining 60% of net income
from its securities lending activities. (As stated above, the fees that BT has
earned under the Interim Sub-Advisory Agreement are being held in escrow pending
shareholder approval of the Interim Sub-Advisory Agreement.) The Interim
Sub-Advisory Agreement explicitly requires the vote of a majority of the outstanding voting securities of the fund to authorize all amendments.

The fund's Interim (and Old) Sub-Advisory Agreements "bundle" investment
advisory and securities lending services (among other services) under one
contract. As a result of this kind of arrangement,trust. In any event, each non-interested Trustee shall retire not later than the fund reports securities
lending fees as expenses and, therefore, includes the fees in its expense ratio.
Including securities lending fees in the fund's expense ratio makes the ratio
higher than it would be otherwise. The Board of Trustees believes that including
securities lending fees in the fund's expense ratio places the fund at a
competitive disadvantage relative to its universe of "competing" funds, which
were identified based on [investment objective and asset size]. The fund's
competitors generally have separate investment advisory and securities lending
agreements. If the fund had a separate agreement covering only securities
lending services, the fund (like its competitors) would net its securities
lending fees against its securities lending income (rather than report the fees
as expenses) and, therefore, would not include the fees in its expense ratio.
Because the fund's competitors do not include securities lending fees in their
expense ratios, [(assuming all other fees and expenses are equal)] the fund's
expense ratio [will]/[may] be higher than its competitors' expense ratios.

NEW SUB-ADVISORY AGREEMENT. If approved, under the New Sub-Advisory
Agreement, BT (subject to the supervision and direction of the Board of Trustees
and/or FMR) will continue to direct the fund's investments in accordance with

its investment objective, policies, and limitations; vote the fund's portfolio
securities; and provide custodial services to the fund. For providing these
services to the fund, FMR will pay BT monthly fees at an annual rate of 0.006%
of the fund's average net assets. THE FUND WILL NOT PAY BT FEES FOR PROVIDING
THESE SERVICES UNDER THE NEW SUB-ADVISORY AGREEMENT. BT expects to provide the
same level and quality of investment management and custodial services to the
fund under the New Sub-Advisory Agreement as it currently provides under the
Interim Sub-Advisory Agreement. The New Sub-Advisory Agreement is subject to the
requirements of Section 15(a) of the 1940 Act and, therefore, shareholders are
being asked to approve the New Sub-Advisory Agreement. If shareholders approve
the New Sub-Advisory Agreement, BT and the trust, on behalf of the fund, will
enter into the New Securities Lending Agreement, pursuant to which BT will
continue to administer the fund's securities lending program. (See "New
Securities Lending Agreement" on page _ below.) Shareholders are not being asked
to approve the New Securities Lending Agreement.

The New Sub-Advisory Agreement would allow FMR, BT, and the trust, on
behalf of the fund, to amend the New Sub-Advisory Agreement subject to the
provisions of Section 15 of the 1940 Act, as modified or interpreted by the SEC.
In contrast, the Interim Sub-Advisory Agreement explicitly requires the vote of
a majority of the outstanding voting securities of the fund to authorize all
amendments. Generally, the New Sub-Advisory Agreement's amendment provisions
would allow amendment of the New Sub-Advisory Agreement without shareholder vote
ONLY IF THE 1940 ACT SO PERMITS. In short, the New Sub-Advisory Agreement's
amendment provisions give FMR, BT, and the trust added flexibility to amend the
New Sub-Advisory Agreement subject to 1940 Act constraints. Of course, any
amendments to the New Sub-Advisory Agreement would require the approval of the
Board of Trustees.

As stated above, FMR would pay all of BT's fees under the fund's New
Sub-Advisory Agreement. If shareholders approve the New Sub-Advisory Agreement,
FMR could, in the future and subject to the approval of the Board of Trustees,
amend the New Sub-Advisory Agreement to change the fees FMR pays to BT for
providing the services described above. IF SHAREHOLDERS APPROVE THE NEW
SUB-ADVISORY AGREEMENT, FMR COULD NOT, HOWEVER, IN THE FUTURE AMEND THE FUND'S
PRESENT MANAGEMENT CONTRACT TO INCREASE THE FUND'S MANAGEMENT FEE RATE PAYABLE
TO FMR THEREUNDER WITHOUT SHAREHOLDER APPROVAL.

A copy of the form of New Sub-Advisory Agreement is supplied as Exhibit 2
on page _. Except for the differences discussed above, the New Sub-Advisory
Agreement is substantially identical to the Interim Sub-Advisory Agreement. If
approved by shareholders, the New Sub-Advisory Agreement will replace the
Interim Sub-Advisory Agreement and take effect on October 1, 1999 (or on the
firstlast day of the first month following approval), andcalendar year in which his or her 72nd birthday occurs. In case a vacancy shall for any reason exist, the remaining Trustees will remain in effect
through July 31, 2000, and from year to year thereafter, but only asfill such vacancy by appointing another Trustee, so long as, its
continuance is approvedimmediately after such appointment, at least annually by (i) the vote, cast in person at a
meeting called for the purpose, of a majoritytwo-thirds of the Independent Trustees and
(ii) the vote of eitherhave 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 Member may resign or may be removed by a vote of the majority of the outstanding sharesTrustees at any regular meeting or any special meeting of the fund. If shareholders do not approveTrustees.
The trust's Board, which is currently composed of four interested and 10 non-interested Trustees, met 11times during the New
Sub-Advisory Agreement, but do approvefiscal year ended December 31, 2003. It is expected that the Interim Sub-Advisory Agreement,Trustees will meet at least 11 times a year at regularly scheduled meetings. For additional information on the Interim Sub-Advisory Agreement will continue in effect as described in Proposal
1(a) above. The New Sub-Advisory Agreement may be terminated on 60 days' written
notice by the Board of Trustees and will terminate automatically in the event of
its assignment.

NEW SECURITIES LENDING AGREEMENT. As stated above, if shareholders approve
the New Sub-Advisory Agreement, BT and the trust, on behalfcommittees of the fund, will
enter intofunds' Trustees, refer to the New Securities Lending Agreement, pursuant to which BT will
continue to administer the fund's securities lending program. For providing
securities lending services, it is currently anticipated that the fund will pay
BT lower monthly fees equal to 35%section entitled "Standing Committees of the fund's securities lending revenue (and
the fund will retain the remaining 65%). Once the aggregate assets of the fund
and Spartan Market Index Fund, Spartan U.S. Equity Index Fund, Spartan Total
Market Index Fund, Spartan Extended Market Index Fund, and Spartan International
Index Fund (five other equity index funds managed by FMR and sub-advised by BT)
(collectively, the "Six Equity Index Funds") exceed $35 billion and the
aggregate assets of Spartan Total Market Index Fund, Spartan Extended Market
Index Fund and Spartan International Index Fund (collectively, the "Three Equity
Index Funds") exceed $600 million, the portion of securities lending revenue

payable to BT will be (i) 30%Funds' Trustees" beginning on the first $5 million per year, (ii) 25% on the
next $2.5 million per year, and (iii) 20% on the excess of securities lending
revenue per year over $7.5 million. As of April 30, 1999, the aggregate assets
of the Six Equity Index Funds were $31.2 billion, and the aggregate assets of
the Three Equity Index Funds were $420 million.

As stated above, as a result of the New Securities Lending Agreement, the
fund would net its securities lending fees against its securities lending income
and, therefore, would not include the fees in its expense ratio. The New
Securities Lending Agreement is a service contract, not an investment advisory
contract. As such, the New Securities Lending Agreement is not subject to the
requirements of Section 15(a) of the 1940 Act and, therefore, SHAREHOLDERS ARE
NOT BEING ASKED TO APPROVE THE NEW SECURITIES LENDING AGREEMENT. (See Proposal
1(a) above for a brief explanation of the fund's securities lending program.)
Shareholder approval would not be required for amendments to the New Securities
Lending Agreement (including changes to the anticipated fee structure). Of
course, any amendments to the New Securities Lending Agreement would require the
approval of the Board of Trustees.

IMPACT ON FUND EXPENSES. page 29.
The following table illustratessets forth information describing the impactdollar range of equity securities beneficially owned by each nominee in each fund and in all funds in the proposal onaggregate within the fund's expenses. same fund family overseen by the nominee as of June 30, 2004.
Interested Nominees
DOLLAR RANGE OF
FUND SHARES Edward C.
Johnson 3d Abigail P.
Johnson Laura B.
Cronin Robert L.
Reynolds
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY
Non-Interested Nominees
DOLLAR RANGE OF
FUND SHARES J. Michael Cook Ralph F. Cox Dennis J. Dirks Robert M. Gates George H. Heilmeier Donald J. Kirk
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY
Non-Interested Nominees
DOLLAR RANGE OF
FUND SHARES Marie L. Knowles Ned C. Lautenbach Marvin L. Mann William O. McCoy Cornelia M. Small William S.
Stavropoulos
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY
The following table provides data concerningsets forth information describing the fund's [managementcompensation of each Trustee and sub-advisory fees and] total operating expensesMember of the Advisory Board for his or her services for the fiscal year ended December 31, 1998, under the Interim Sub-Advisory
Agreement2003.
Compensation Table*
AGGREGATE
COMPENSATION
FROM A FUND J.
Michael
Cook Ralph
F.
Cox Phyllis
Burke
Davis** Dennis J.
Dirks
*** Robert
M.
Gates George H.
Heilmeier
**** Donald
J.
Kirk
Asset Manager Portfolio^C $ $ $ $ $ $ $
Asset Manager: Growth Portfolio $ $ $ $ $ $ $
Contrafund Portfolio^D $ $ $ $ $ $ $
Index 500 Portfolio^E $ $ $ $ $ $ $
Investment Grade Bond Portfolio $ $ $ $ $ $ $
TOTAL COMPENSATION
FROM THE FUND COMPLEX^A $ $ $ $ $ $ $
Compensation Table*
AGGREGATE
COMPENSATION
FROM A FUND Marie
L.
Knowles Ned
C.
Lautenbach Marvin
L.
Mann William
O.
McCoy Cornelia M.
Small***** William S.
Stavropoulos
Asset Manager Portfolio^C $ $ $ $ $ $
Asset Manager: Growth Portfolio $ $ $ $ $ $
Contrafund Portfolio^D $ $ $ $ $ $
Index 500 Portfolio^E $ $ $ $ $ $
Investment Grade Bond Portfolio $ $ $ $ $ $
TOTAL COMPENSATION
FROM THE FUND COMPLEX^A $ $ $ $^B $ $
*Edward C. Johnson 3d, Abigail P. Johnson, Laura B. Cronin, Peter S. Lynch, and if the New Sub-Advisory Agreement (and separate New Securities
Lending Agreement, as described above) had been in effect during the same
period. The following dataRobert L. Reynolds are [based on historical expenses adjusted to reflect
current feesinterested persons and are] calculated as percentages of the fund's average net
assets. The total operating expenses provided below do not reflect the effect of
any expense reimbursements during the period.

INTERIM AGREEMENT NEW AGREEMENTS

Management Fee 0.24%are compensated by FMR.
** 0.24%
12b-1 Fees None None
Other Expenses 0.11% 0.11%
Total Operating Expenses* 0.35%** 0.35%

* FMR currently reimburses the fund to the extent that its total operating
expenses (with the exceptions noted below) exceed 0.28% of its average net
assets. Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, or extraordinary expenses. Sub-advisory fees paid by
the fund associated with securities lending are not eligible for
reimbursement and, under the Interim Sub-Advisory Agreement, represent an
additional expense for the fund. The expense reimbursement arrangement can
be terminated by FMR at any time.

** Including sub-advisory fees of less than 0.01%, equal to 40% of net income
from securities lending (not visible due to rounding).

EXAMPLE: The following example illustrates the expensesMs. Davis served on a $10,000
investment under the fees and expenses stated above, assuming (1) 5% annual
return and (2) redemption at the end of each time period.

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Interim Agreement $36 $113 $197 $443
New Agreements $36 $113 $197 $443

The purpose of the table and example above is to assist investors in
understanding the various costs and expenses of investing in shares of the fund.
The example above should not be considered a representation of past or future
expenses of the fund. Actual expenses may vary from year to year and may be

higher or lower than those shown above. The table and example above do not
reflect expenses attributable to any particular insurance product.

MATTERS CONSIDERED BY THE BOARD. At a meeting held on May 20, 1999, the Board of Trustees includingthrough December 31, 2003.
*** Effective July 1, 2004, Mr. Dirks serves as a Member of the Independent Trustees, consideredAdvisory Board.
**** During the New
Sub-Advisory Agreement. In approvingperiod from March 1, 2003 through December 31, 2003, Dr. Heilmeier served as a Member of the New Sub-Advisory AgreementAdvisory Board. Effective January 1, 2004, Dr. Heilmeier serves as a Member of the Board of Trustees.
***** Effective January 1, 2004, Ms. Small serves as a Member of the Advisory Board.
^A Information is for the calendar year ended December 31, 2003 for 293 funds of 57 trusts in the fund complex. Compensation figures include cash, amounts required to be deferred, and recommending that it be presented to shareholders for their approval,may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2003, the Trustees consideredaccrued required deferred compensation from the best interestsfunds as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Robert M. Gates, $; Donald J. Kirk, $; Marie L. Knowles, $; Ned C. Lautenbach, $; Marvin L. Mann, $; William O. McCoy, $; and William S. Stavropoulos, $. Certain of the shareholdersnon-interested Trustees elected voluntarily to defer a portion of their compensation as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Ned C. Lautenbach, $; and took into account
all factors that they deemed relevant. The Board of Trustees received materials
relatingWilliam O. McCoy, $.
^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 New Sub-Advisory Agreement in advancedeferred compensation plan, Mr. McCoy, as a non-interested 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 meetingOther Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, 2003, Mr. McCoy voluntarily elected to defer $.
^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-interested Trustee are as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Robert M. Gates, $; Donald J. Kirk, $; Marie L. Knowles, $; Ned C. Lautenbach, $; Marvin L. Mann, $; William O. McCoy, $; and William S. Stavropoulos, $. Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Ned C. Lautenbach, $; and William O. McCoy, $.
^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-interested Trustee are as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Robert M. Gates, $; Donald J. Kirk, $; Marie L. Knowles, $; Ned C. Lautenbach, $; Marvin L. Mann, $; William O. McCoy, $; and William S. Stavropoulos, $. Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Ned C. Lautenbach, $; and William O. McCoy, $.
^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-interested Trustee are as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Robert M. Gates, $, Donald J. Kirk, $; Marie L. Knowles, $; Ned C. Lautenbach, $; Marvin L. Mann, $; William O. McCoy, $; and William S. Stavropoulos, $. Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $; Ralph F. Cox, $; Phyllis Burke Davis, $; Ned C. Lautenbach, $; and William O. McCoy, $.
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. 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 the non-interested Trustees under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a fund's assets, liabilities, 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.
Adoption of the proposed limitation on lending is not expected to affect 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 the New Sub-Advisory Agreement was considered, and had the opportunity to ask
questions and request further informationFMR or an affiliate serves as investment adviser or (b) assuming any unfunded commitments in connection with such consideration.
During their deliberations, the Trustees considered that the New Sub-Advisory
Agreement has substantially the same terms and conditions as the Interim
Sub-Advisory Agreement, except that the New Sub-Advisory Agreementacquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not provideapply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)"
Loans 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.
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 lending servicesloaned for any reason.
The Trustees may change non-fundamental limitations in response to regulatory, market, legal or for shareholderother developments without the approval of amendments to the agreement. The Trustees also considered that, under the New
Sub-Advisory Agreement, BT receives the same fee from FMR, and expects to
continue to provide the same level and quality of investment management and
custodial services to the fund, as under the Interim Sub-Advisory Agreement. The
Board also determined that the securities lending services currently provided
for in the Interim Sub-Advisory Agreement are best provided for in a separate
securities lending agreement. The Board of Trustees considered that, under a
separate securities lending agreement, the fund would pay BT lower fees than
under the Interim Sub-Advisory Agreement. With regard to the amendment
provisions, the Board of Trustees and the Independent Trustees considered the
benefit to shareholders of FMR's, BT's and the trust's increased flexibility
(within 1940 Act constraints) to amend the New Sub-Advisory Agreement without
the delays and potential costs of a proxy solicitation. In addition, the Board
considered that BT recently pleaded guilty to misstating entries in the bank's
books and records, but that the events leading up to BT's guilty plea did not
arise out of the investment advisory or mutual fund activities of BT or its
affiliates (see "Activities and Management of Bankers Trust Company" beginning
on page _ below).

CONCLUSION.shareholders.
Conclusion. The Board of Trustees has concluded that the New Sub-Advisory
Agreementproposal will benefit theeach fund and its shareholders. The Board of Trustees including a majority of the Independent Trustees, voted to approve the
submission of the New Sub-Advisory Agreement to shareholders of the fund and
recommends that shareholders of the fund vote FOR the New Sub-Advisory
Agreement. If approved, the New Sub-Advisory Agreement will take effect on the
first day of the first month following shareholder approval.

2. TO APPROVE A NEW "MANAGER-OF-MANAGERS" ARRANGEMENT FOR THE FUND.

At a meeting on March 18, 1999, the Board of Trustees, including a majority
of the Independent Trustees, voted to approve the submission of a so-called
"manager-of-managers" proposal to shareholders of the fund. Such an arrangement,
if approved, would permit FMR, with the approval of the Board of Trustees, to
hire, terminate, or replace sub-advisers, and to modify material terms and
conditions of a sub-advisory agreement (including the fees payable thereunder)
without shareholder approval. (Hence, FMR would act as a "manager-of-managers.")
THE ARRANGEMENT WOULD NOT, HOWEVER, PERMIT FMR TO INCREASE THE FUND'S MANAGEMENT
FEE RATE PAYABLE TO FMR UNDER THE PRESENT MANAGEMENT CONTRACT WITHOUT
SHAREHOLDER APPROVAL. As discussed below, the arrangement may enable the fund to
operate more efficiently because FMR would be able to make these kinds of
sub-advisory changes from time to time without the expenses and delays
associated with obtaining shareholder approval of the changes. If shareholders
approve the arrangement, the Board will continue to consider and approve any
sub-advisory changes that FMR proposes under the arrangement to ensure that the
changes are in the best interests of the fund and its shareholders. For these
and other reasons discussed below, the Board of Trustees recommends that
shareholders of the fund voterecommend voting FOR the proposal. REQUEST FOR SEC EXEMPTIVE RELIEF. Generally, Section 15(a)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 1940 Act
requires that a fund's shareholders approve all agreements pursuant to which
persons serve as investment advisers or sub-advisers to the fund. On May 19,
1999, FMR and the trust, on behalf of the fund, filed with the SEC an

application (the "Application") seeking, among other relief, an exemption from
Section 15(a) (and certain other provisions of the 1940 Act) to permit FMR, with
the approval of the Board of Trustees, to hire, terminate, or replace
sub-advisers, and to modify material terms and conditions of a sub-advisory
agreement (including the fees payable thereunder) without shareholder approval.
If granted, the requested relief wouldproposal is not however, permit FMR to enter into an
agreement with a sub-adviser that is an affiliate of FMR, the trust, or the fund
(other than by reason of serving as sub-adviser to the fund) or to change the
sub-advisory fee to be paid to an affiliated sub-adviser, without shareholder
approval. If granted, the requested relief would apply, for instance, where a
sub-advisory agreement is automatically terminated as a result of a change of
control (such as a merger) of the sub-adviser. In such case, the sub-adviser
could continue to serve as sub-adviser to the fund under a new agreement approved by the Board but not by the fund's shareholders. IF GRANTED, THE
REQUESTED RELIEF WOULD NOT APPLY TO THE PRESENT MANAGEMENT CONTRACT. ANY CHANGES
TO THE PRESENT MANAGEMENT CONTRACT, INCLUDING ANY CHANGE IN THE FUND'S
MANAGEMENT FEE RATE PAYABLE TO FMR, WOULD REMAIN SUBJECT TO THE BOARD AND
SHAREHOLDER APPROVAL REQUIREMENTS OF SECTION 15(A) OF THE 1940 ACT.

The Application currently is pending at the SEC. There can be no assurance
that the SEC will grant the requested relief. One of the SEC's conditions to
implementing such relief, if granted, is expected to be that the proposed
arrangement be approved by a majority of the fund's outstanding voting
securities. Because the BT Merger required the Board of Trustees to call a
special meeting to seek shareholder approval of the Interim Sub-Advisory
Agreement, the Board of Trustees is taking this opportunity to seek shareholder
approval of the proposed arrangement, as well. If the SEC grants the requested
relief and shareholders approve the proposal, it is expected that the trust and
FMR will be required to comply with certain additional SEC conditions in order
for the fund to implement and operate under the arrangement. For example, it is
expected that the fund will be required to provide shareholders with relevant
information (that otherwise would be provided in a proxy statement) within a
specified period of time after hiring a new sub-adviser, and the fund will be
required to disclose in its prospectus certain aspects of the
manager-of-managers arrangement.

FMR'S ROLE AS THE "MANAGER-OF-MANAGERS." FMR serves as the fund's manager
pursuant to the Present Management Contract. The fund's shareholders last
approved the Present Management Contract at a special meeting held on November
19, 1997. Under the Present Management Contract, FMR provides the fund with
investment research, advice, and supervision, and furnishes an investment
program for the fund consistent with the fund's investment objectives and
policies. The Present Management Contract expressly permits FMR to appoint
sub-advisers to perform any or all of the services specified in the contract.
FMR is responsible for recommending to the Board of Trustees the hiring,
termination, and replacement of sub-advisers; supervising and evaluating the
performance of sub-advisers; and negotiating and, as circumstances warrant,
renegotiating the terms and conditions of any sub-advisory agreement (including
the fees payable thereunder). FMR believes that these duties have benefited, and
will continue to benefit, the fund because FMR is able to select those
sub-advisers who are particularly well-suited to manage the fund's investment
portfolio. (For a discussion of the fund's Present Management Contract,
including the fees payable to FMR thereunder, refer to the section entitled
"Present Management Contract," beginning on page _.) Although BT is currently
the only sub-adviser to the fund, FMR may, in the future, enter into
sub-advisory agreements with one or more additional sub-advisers. FMR does not
anticipate frequent changes in sub-advisers.

REASONS FOR PROPOSAL. The Board of Trustees believes that permitting FMR to
perform the duties for which shareholders of thea fund, pay FMR - selecting,
supervising, and evaluating the sub-advisers - without incurring the unnecessary
expenses or delays of obtaining shareholder approval is in the best interests of
thethat fund's shareholders andcurrent limitation will allow the fund to operate more efficiently.
Currently, in order for FMR to appoint a sub-adviser or materially modify a
sub-advisory agreement, the trust must call and hold a special shareholder
meeting, create and distribute proxy materials, and solicit votes from the
fund's shareholders. This process is time-intensive, slow and costly. These
costs are generally borne by the fund, provided they do not exceed the fund's
existing expense cap. Without the delay inherent in holding shareholder
meetings, the Board of Trustees would be able to act more quickly and with less

expense to appoint a sub-adviser when the Board and FMR believe that the
appointment would benefit the fund and its shareholders. Furthermore, the Board
of Trustees believes that it is appropriate to vest these duties in FMR (subject
to the Board of Trustees' review) in light of FMR's significant experience and
expertise and shareholders' expectation that FMR will utilize that experience
and expertise to select the most competent sub-advisers for the fund.

Moreover, the Board will provide oversight of the sub-adviser selection
process to help ensure that shareholders' interests are protected if FMR selects
a new sub-adviser or modifies a sub-advisory agreement. The Board, including a
majority of the Independent Trustees, will evaluate and approve all new
sub-advisory agreements, as well as any modifications to all sub-advisory
agreements. In its review, the Board will analyze all factors that it considers
to be relevant to the determination, including the nature, quality and scope of
services provided by the sub-advisers. The Board will compare the investment
performance of the assets managed by the sub-advisers with other accounts with
similar investment objectives managed by other advisers and will review the
sub-advisers' compliance with federal securities laws and regulations. The Board
of Trustees believes that its review will ensure that FMR continues to act in
the best interest of the fund and its shareholders.

CONCLUSION. The Board of Trustees, including a majority of the Independent
Trustees, voted to approve the submission of the manager-of-managers proposal to
shareholders of the fund and recommends that shareholders of the fund vote FOR
the proposal. As stated above, the fund's implementation of a
manager-of-managers arrangement is also conditioned upon receipt of the
requested exemptive relief from the SEC. If the SEC declines to grant the relief
requested in the Application, the fund will not implement the proposed
arrangement.

remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

ACTIVITIES
ADVISORY BOARD MEMBERS AND MANAGEMENTEXECUTIVE OFFICERS OF FMR

FMR, a corporation organized in 1946, serves as investment adviser to a numberTHE FUNDS
Peter S. Lynch, Dennis J. Dirks, and Cornelia M. Small are Members of investment companies. Information concerning the advisory fees and average
net assetsAdvisory Board of funds with investment objectives similar to Index 500 Portfolio
and advised by FMR is contained in the Table of Average Net Assets and Expense
Ratios in Exhibit 3 beginning on page __.

FMR, itsVariable Insurance Products Fund II. The executive officers and directors, its affiliated companies, and the Trustees,
from time to time have transactions with various banks, including the custodian
banks for certain of the funds advised by FMR. Those transactions that have
occurred to date have included mortgages and personal and general business
loans. In the judgment of FMR, the terms and conditions of those transactions
were not influenced by existing or potential custodial or other fund
relationships.

The Directors of FMR are Edwardinclude: Ms. Johnson, Philip L. Bullen, Dwight D. Churchill, Bart A. Grenier, John B. McDowell, Charles S. Morrison, David L. Murphy, William Danoff, Richard C. Johnson 3d, Chairman of the Board and of
the Executive Committee; Robert C. Pozen, President; and Peter S. Lynch, Vice
Chairman. Each of the Directors is also a Trustee of the trust. Messrs. Johnson
3d, Pozen,Habermann, Frederick D. Hoff Jr., Charles Mangum, Mark J. Gary Burkhead,Notkin, Ford O'Neil, John J. Todd, Eric D. Roiter, Stuart Fross, Christine Reynolds, Timothy F. Hayes, John R. Hebble, Kimberley H. Monasterio, John H. Costello, Matthew N. Karstetter, Eric D.
Roiter, Richard A. Silver, Leonard M. Rush,Francis V. Knox, Jr., Peter L. Lydecker, Mark Osterheld, and Robert A. Lawrence are currentlyThomas J. Simpson. Additional information about Ms. Johnson, Mr. Dirks, and Ms. Small can be found in Proposal 2. Additional information about the Members of the Advisory Board and other executive officers of the trustfunds can be found in the following table.
The executive officers and officersAdvisory Board Members hold office without limit in time, except that any officer may resign or employeesmay be removed by a vote of FMRa majority of the Trustees at any regular meeting or FMR Corp. Withany special meeting of the exception of Mr. CostelloTrustees. Correspondence intended for each executive officer and Mr. Karstetter, all of these persons hold or have
optionsLynch may be sent to acquire stock of FMR Corp. The principal business address of each of
the Directors of FMR isFidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. AllCorrespondence intended for Mr. Dirks and Ms. Small may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Age; Principal Occupation*
Peter S. Lynch (61)
Year of Election or Appointment: 2003
Member of the Advisory Board of Variable Insurance Products Fund II. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity^® Magellan^® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Philip L. Bullen (45)
Year of Election or Appointment: 2001
Vice President of Index 500 Portfolio. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).
Dwight D. Churchill (50)
Year of Election or Appointment: 1997
Vice President of Investment Grade Bond Portfolio. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
Bart A. Grenier (45)
Year of Election or Appointment: 2001
Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Grenier also serves as Vice President of certain Equity Funds (2001), a position he previously held from 1999 to 2000, and Vice President of certain High Income Funds (2002). He is Senior Vice President of FMR (1999) and FMR Co., Inc. (2001), and President and Director of Strategic Advisers, Inc. (2002). He also heads Fidelity's Asset Allocation Group (2000), Fidelity's Growth and Income Group (2001), Fidelity's Value Group (2001), and Fidelity's High Income Division (2001). Previously, Mr. Grenier served as President of Fidelity Ventures (2000), Vice President of certain High Income Funds (1997-2000), High Income Division Head (1997-2000), Group Leader of the Income-Growth and Asset Allocation-Income Groups (1996-2000), and Assistant Equity Division Head (1997-2000).
John B. McDowell (45)
Year of Election or Appointment: 2002
Vice President of Contrafund Portfolio. Mr. McDowell also serves as Vice President of certain Equity Funds (2002). He is Senior Vice President of FMR (1999), FMR Co., Inc. (2001), and Fidelity Management Trust Company (FMTC). Since joining Fidelity Investments in 1985, Mr. McDowell has worked as a research analyst and manager.
Charles S. Morrison (43)
Year of Election or Appointment: 2002
Vice President of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Investment Grade Bond Portfolio. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.
David L. Murphy (56)
Year of Election or Appointment: 2003
Vice President of Asset Manager Porfolio and Asset Manager: Growth Portfolio. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
William Danoff (43)
Year of Election or Appointment: 1995
Vice President of Contrafund Portfolio. Mr. Danoff also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Danoff managed a variety of Fidelity funds.
Richard C. Habermann (63)
Year of Election or Appointment: 2001
Vice President of Asset Manager Portfolio and 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 managed a variety of Fidelity funds.
Frederick D. Hoff Jr. (39)
Year of Election or Appointment: 2003
Vice President of Asset Manager: Growth Portfolio. Mr. Hoff also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Hoff managed a variety of Fidelity funds.
Charles Mangum (39)
Year of Election or Appointment: 2002
Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Mangum also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Morrison managed a variety of Fidelity funds.
Mark J. Notkin (39)
Year of Election or Appointment: 2001
Vice President of Asset Manager Portfolio. Mr. Notkin also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Notkin managed a variety of Fidelity funds.
Ford O'Neil (41)
Year of Election or Appointment: 2001
Vice President of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Investment Grade Bond Portfolio. Mr. O'Neil also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. O'Neil managed a variety of Fidelity funds.
John J. Todd (54)
Year of Election or Appointment: 1996
Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Todd also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Todd managed a variety of Fidelity funds.
Eric D. Roiter (55)
Year of Election or Appointment: 1998
Secretary of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
Stuart Fross (45)
Year of Election or Appointment: 2003
Assistant Secretary of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Christine Reynolds (46)
Year of Election or Appointment: 2004
President, Treasurer, and Anti-Money Laundering (AML) officer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (53)
Year of Election or Appointment: 2002
Chief Financial Officer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). In 2001, Mr. Hayes was appointed President of Fidelity Investments Operations Group (FIOG), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
John R. Hebble (46)
Year of Election or Appointment: 2003
Deputy Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Kimberley H. Monasterio (40)
Year of Election or Appointment:2004
Deputy Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
John H. Costello (58)
Year of Election or Appointment: 1988, 1989, 1992, or 1995
Assistant Treasurer of Asset Manager Portfolio (1989), Asset Manager: Growth Portfolio (1995), Contrafund Portfolio (1995), Index 500 Portfolio (1992), and Investment Grade Bond Portfolio (1988). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Francis V. Knox, Jr. (57)
Year of Election or Appointment: 2002
Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).
Peter L. Lydecker (50)
Year of Election or Appointment: 2004
Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (49)
Year of Election or Appointment: 2002
Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Thomas J. Simpson (46)
Year of Election or Appointment: 1998 or 2000
Assistant Treasurer of Asset Manager Portfolio (2000), Asset Manager: Growth Portfolio (2000), Contrafund Portfolio (2000), Index 500 Portfolio (2000), and Investment Grade Bond Portfolio (1998). Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).
* 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) Trustee may be sent to the attention of the stockindividual Trustee or to the Board of FMR is owned by its parent company, FMR Corp.,Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each interested 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, 02109,02109. 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 facilitate the timely and efficient consideration of all matters of importance to non-interested Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 10 standing committees.
The Operations Committee is composed of all of the non-interested Trustees, with Mr. Mann 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-interested 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, 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,the committee held 12 meetings.
The Fair Value Oversight Committee is composed of all of the non-interested Trustees, with Mr. Mann 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. 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,the committee held four meetings.
The Board of Trustees has established three Fund Oversight Committees: the Equity Committee (composed of Messrs. Lautenbach (Chair), Kirk, and Stavropoulos), the Fixed-Income and International Committee (composed of Messrs. Cook (Chair) and Cox, and Ms. Knowles), and the Select and Special Committee (composed of Messrs. McCoy (Chair), Gates, and Heilmeier). Each committee normally meets monthly (except August) 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 monitors the investment objectives, policies, and practices of the relevant Fidelity funds. 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. The Fixed-Income and International 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 Special 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 Trustees 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-interested 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, the Fixed-Income and International Committee was known as the Fixed-Income/International Committee, and the Select and Special Committee was known as the Select Committee. During the fiscal year ended December 31, 2003,the Equity Committee held 10 meetings, the Fixed-Income and International Committee held 11 meetings, and the Select and Special Committee held 10 meetings.
The Board of Trustees established in December 2003 two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Lautenbach (Chair), Cook, and McCoy) and the Fixed-Income Contract Committee (composed of Messrs. Cook (Chair) and Cox, and Ms. Knowles). Each committee ordinarily meets monthly during the first six months of each year and more frequently as necessary to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Board of Trustees in its 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, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the profitability and other benefits that the investment advisers and their respective affiliates derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers methodologies for determining the extent to which was organized on October
31, 1972. Membersthe funds benefit from economies of Mr. Edward C. Johnson 3d's familyscale and refinements to these methodologies; 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 predominant
owners1940 Act. While each committee consists solely of non-interested 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 classsub-adviser not affiliated with FMR. During the fiscal year ended December 31, 2003 each Fund Contract Committee held no meetings.
The Shareholder Services, Brokerage, and Distribution Committee is composed of Messrs. Cox (Chair), Cook, Heilmeier, Lautenbach, and Stavropoulos. The committee normally meets in conjunction with in-person meetings of the Board of Trustees, 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, custody fees, and direct fees to investors (other than sales loads), such as small account and exchange 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. 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. 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. The committee also oversees and receives reports on the preparation and use of common stock, representing approximately 49%advertisements and sales literature for the Fidelity funds. During the fiscal year ended December 31, 2003,the Shareholder Services, Brokerage, and Distribution Committee held nine meetings.
The Audit Committee is composed of Ms. Knowles (Chair) and Messrs. Gates, Kirk, and McCoy. 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. The committee normally meets in conjunction with in-person meetings of the voting powerBoard of Trustees, 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 therefore,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 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, the committee held 10 meetings.
The Governance and Nominating Committee is composed of Messrs. Mann (Chair), Cox, 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. 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. 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-interested Trustees. It acts as the administrative committee under the 1940 Actretirement plan for non-interested Trustees who retired prior to December 30, 1996 and under the fee deferral plan for non-interested Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the non-interested Trustees. On behalf of the non-interested Trustees, the committee will make such findings and determinations as to the independence of counsel for the non-interested Trustees as may be deemednecessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to formnon-interested 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-interested Trustees. 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-interested Trustees at least once a controlling groupyear to discuss the Statement of Policies and other matters relating to fund governance. The committee also oversees the annual self-evaluation of the non-interested Trustees. The committee makes nominations for the election or appointment of non-interested Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee will have sole authority to retain and terminate any search firm used to identify non-interested Trustee candidates, including sole authority to approve such firm's fees and other retention terms. 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-interested Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with non-interested Trustees. If the committee retains a search firm, the Chair will forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting non-interested Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an "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-interested 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-interested Trustee. During the fiscal year ended December 31, 2003, the committee held 10 meetings.
INDEPENDENT ACCOUNTANT
The firm of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities"), has been selected as independent accountant for each fund. Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), has confirmed to the trust's Audit Committee that it is the independent accountant with respect to FMR Corp.

During the period January 1, 1998, through May 31, 1999, [the following
transactions/no transactions] were entered into by Trustees offunds.
The independent accountant examines annual financial statements for the trust

involving more than 1% of the voting common, non-voting commonfunds and equivalent
stock, or preferred stock of FMR Corp.

ACTIVITIES AND MANAGEMENT OF BANKERS TRUST COMPANY

BT, a New York banking corporation with principal offices at 130 Liberty
Street, New York, New York 10006, is a wholly owned subsidiary of Bankers Trust
Corporation (formerly Bankers Trust New York Corporation) ("BT Corporation"),
whose principal offices are also at 130 Liberty Street, New York, New York
10006. BT was founded in 1903. As of March 31, 1999, BT Corporation was the
seventh largest bank holding company in the United States with total assets of
approximately $127 billion. BT is a worldwide merchant bank that conducts a
variety of general bankingprovides other audit-related, non-audit, and trust activities and is a major wholesale
supplier of financialtax-related services to the internationalfunds. Representatives of 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 domestic institutional
markets. Investment management is a core business of BT. As of March 31, 1999,
BT had over $378 billion in assets under management globally. Of that total,
over $183 billion was in U.S. equity index assets. This makes BT one ofwill be available should any matter arise requiring their presence.
The trust's Audit Committee must pre-approve all audit and non-audit services provided by the nation's leading managers of index funds.

On November 30, 1998, BT Corporation, Deutsche Bank AG ("Deutsche Bank"), and
Circle Acquisition Corporation ("Circle Corporation"), a wholly owned subsidiary
of Deutsche Bank, entered into a merger agreement ("BT Merger Agreement").
Pursuantindependent accountant relating to the termsoperations or financial reporting of the BT Merger Agreement, Circle Corporation merged with
and into BT Corporation on _____, 1999, with BT Corporation continuing as the
surviving entity ("BT Merger"). Although the direct corporate ownership of BT
was not affected by the BT Merger and BT remains a wholly owned subsidiary of BT
Corporation, as of the date of the BT Merger, BT became an indirect, wholly
owned subsidiary of Deutsche Bank. Deutsche Bank, a banking company organized
under the laws of the Federal Republic of Germany, provides, along with its
various subsidiaries, a comprehensive range of global banking and financial
services both domestically and abroad. As of September 30, 1998, Deutsche Bank
and its affiliates had total assets of approximately $689.6 billion, with over
$___ billion in assets under management. (See also "Overview of Proposals"
beginning on page __.)

In conjunction with its global custodial services, BT operates one of the
largest and most extensive securities lending programs. BT serves as securities
lending agent with respect to loan transactions involving a daily average in
excess of $57 billion on loan. Approximately 90 lenders participated in BT's
program during 1998.

Information concerning the advisory or sub-advisory fees and average net
assets of funds with investment objectives similar toAsset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and advisedInvestment Grade Bond Portfolio. Prior to the commencement of any audit or sub-advisednon-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by BT is contained in the Table of Average Net Assetsaudit firms that audit the Fidelity funds. The policies and Expense Ratios in Exhibit 4 beginning on page __. The name, addressprocedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and principal occupation of each directorany non-audit service provided by a fund auditor to FMR and the principal executive officer of BT
is provided in Exhibit 5 beginning on page _.

No officer or Trustee of the trust is an officer, employee or director of BT.
No officer or Trustee of the trust owns any securities of, or has any other
material direct or indirect interest in, BT, BT Corporation, or any entityentities controlling, controlled by, or under common control with BT. During the period March 1, 1998
through May 31, 1999, [no material transactions] were entered intoFMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by any
Trustee of the trust to which BT, BT Corporation, or any entity controlled by or
under common control with BT is or was a party.

BT has been advised by counselanother investment adviser) that BT currently may perform the services for
the fund described in this proxy statement without violation of the
Glass-Steagall Act or other applicable banking laws or regulations. State laws
on this issue may differ from the interpretation of relevant federal law and
banks and financial institutions may be required to register as dealers pursuant
to state securities law.

On March 11, 1999, BT announced that it had reached an agreement with the
United States Attorney's Office in the Southern District of New York to resolve
an investigation concerning inappropriate transfers of unclaimed funds and
related record keeping problems that occurred between 1994 and early 1996.
Pursuant to its agreement with the U.S. Attorney's Office, BT pleaded guilty to
misstating entries in the bank's books and records and agreed to pay a $60
million fine to federal authorities. Separately, BT agreed to pay a $3.5 million
fine to the State of New York. The events leading up to the guilty plea did not
arise out of the investment advisory or mutual fund activities of BT or its
affiliates. As a result of the plea, absent an order from the Commission, BT
would not be able to continue to provide investment advisoryongoing services to the 14

fund. The Commission has grantedfunds ("Fund Service Providers") that relates directly to the operations and financial reporting of a temporary orderFidelity fund (Covered Service) are subject to permit BTapproval 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 its
affiliatesfinancial reporting of a Fidelity fund (Non-Covered Service) but that are expected to continueexceed $50,000 are also subject to provide investment advisory servicespre-approval by the Audit Committee.
All Covered Services, as well as Non-Covered Services that are expected to registered
investment companies. There is no assurance that the Commission will grant a
permanent order. If a permanent order is not granted, FMR and the Boardexceed $50,000, must be approved in advance of Trustees will consider appropriate actions, including selecting, approving, and
submitting for shareholder approval (if required at the time) a replacement
sub-adviser.

PRESENT MANAGEMENT CONTRACT

The fund employs FMR to furnish investment advisory and other services. FMR
provides the fund with all necessary office facilities and personnel for
servicing the fund's investments, compensates all officersprovision of the fund and all
Trustees who are "interested persons"service either: (i) by formal resolution of the trustAudit Committee, or of FMR, and all personnel(ii) by oral or written approval of the fund or FMR performing services relatingservice 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 Committee to research, statistical, and
investment activities.

In addition, FMR or its affiliates, subjectact 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 supervisionAudit Committee monthly.
The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Board of
Trustees, provide the management and administrative services necessary for the
operation of the fund. These services include providing facilities for
maintaining the fund's organization; supervising relations with custodians,
transfer and pricing agents, accountants, underwriters, and other persons
dealing with the fund; preparing all general shareholder communications and
conducting shareholder relations; maintaining the fund's records and the
registration of the fund's shares under federal securities laws and making
necessary filings under state securities laws; developing management and
shareholder services for the fund; and furnishing reports, evaluations, and
analyses on a variety of subjects to the Trustees.

BT is the sub-adviser of the fund and acts as the fund's custodian. Under its
management contract with the fund, FMR acts as investment adviser. Under the
Interim Sub-Advisory Agreement, and subject to the supervision of the Board of
Trustees, BT directs the investments of the fundfunds, taking into account representations from Deloitte Entities, in accordance with ISB No.1, regarding its investment objective, policies,independence from the funds and limitations, administers the securities
lending program of the fund, and provides custodial servicesits related entities.
[According to the fund.

In addition to the management fee payable to FMR, the sub-advisory fee payable
to BT, and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent and pricing and bookkeeping agent, the fund pays all
of its expenses that are not assumed by those parties. The fund pays for the
typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the auditor and non-interested Trustees. The fund's
management contract further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to shareholders; however, under the terms of the fund's
transfer agent agreement, the transfer agent bears the costs of providing these
services to existing shareholders. Other expenses paid by the fund include
interest, taxes, brokerage commissions, the fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings
under state securities laws. The fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which the fund may
be a party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation. The fund also pays the costs related to the
solicitation of fund proxies from contract holders.

Transfer agent fees, including reimbursement for out-of-pocket expenses, paid
to Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, by the fundDeloitte Entities for the fiscal year ended December 31, 1998,
amounted to $1,966,403. Pricing and bookkeeping fees, including reimbursement
for out-of-pocket expenses, paid to Fidelity Service Company, Inc. (FSC), an
affiliate2003, the percentage of FMR, byhours spent on the fundaudit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of Deloitte Entities is as follows:]
Fund 2003
Asset Manager Portfolio %
Asset Manager: Growth Portfolio %
Contrafund Portfolio %
Index 500 Portfolio %
Investment Grade Bond Portfolio %
Audit Fees. For each of the fiscal years ended December 31, 1998,
amounted to $806,724.

The fund also has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered under2003 and December 31, 2002 ,the aggregate Audit Fees billed by Deloitte Entities for professional services rendered for the Securities Exchange Act of 1934 and is a memberaudits of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use all
reasonable efforts, consistent with its other business, to secure purchasers for
shares of the fund, whichfinancial statements, or services that are continuously offered at net asset value per share.
Promotional and administrative expensesnormally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the offerFidelity Group of Funds are shown in the table below.
Fund 2003^A 2002^A
Asset Manager Portfolio $ $
Asset Manager: Growth Portfolio $ $
Contrafund Portfolio $ $
Index 500 Portfolio $ $
Investment Grade Bond Portfolio $ $
All funds in the Fidelity Group of Funds audited by Deloitte Entities $ $
^AAggregate amounts may reflect rounding.
Audit-Related Fees. In each of the fiscal years ended December 31, 2003 and saleDecember 31, 2002, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of shares are paid by FMR.

FMR is the fund's manager pursuant to a management contract dated December 1,
1997, which was last approved by shareholders on November 19, 1997. At that
time, shareholder approval had been obtained to amend the management contract to

(1) expressly permit FMR to delegate investment advisory authority to an
investment adviser, and (2) reduce the fund's management fee payable to FMR from
0.28% to 0.24%audit or review of the fund's average net assets.

Forfinancial statements, but not reported as Audit Fees, are shown in the table below.
Fund 2003^A,B 2002^A,B
Asset Manager Portfolio $ $
Asset Manager: Growth Portfolio $ $
Contrafund Portfolio $ $
Index 500 Portfolio $ $
Investment Grade Bond Portfolio $ $
^A Aggregate amounts may reflect rounding.
^B Includes 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 FMR under the management contract, the fund pays FMR a
monthly management feenon-audit services had been in effect at the annual ratethat time.
In each of 0.24% of its average net assets
throughout the month. The fee received by FMR for the fiscal yearyears ended December 31, 1998 from2003 and December 31, 2002, the fund was $_______, of which $______ was reimbursedaggregate Audit-Related Fees that were billed by FMR.

FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's total operating expenses (exclusive of sub-advisory fees associated with
securities lending, interest, taxes, brokerage commissions, and extraordinary
expenses). FMR retains the abilityDeloitte Entities that were required to be repaid for these expense reimbursements
in the amount that expenses fall below the limit prior to the end of the fiscal
year.

Effective August 27, 1992, FMR has voluntarily agreed, subject to revision or
termination, to reimburse the fund to the extent that its total operating
expenses (with the exceptions noted below), as a percentage of its average net
assets, exceed 0.28%. Expenses eligible for reimbursement do not include
interest, taxes, brokerage commissions and extraordinary expenses. In addition,
sub-advisory fees paidapproved by the fund associated with securities lending are not
eligibleAudit Committee for reimbursement. This arrangement may be terminated by FMR at any
time.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placedservices 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.
Billed By 2003^A,B 2002^A,B
Deloitte Entities $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.
Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by BTthe independent accountant. 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.
[The percentage of audit-related services described above that were approved by the Audit Committee pursuant to authority containedthe de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of each fund are shown in the fund's
management contract and sub-advisory agreement.

BT may use researchtable below. These percentages include amounts related to non-audit services provided by and place agency transactions with
National Financial Services Corporation (NFSC) and Fidelity Brokerage Services
(Japan), LLC (FBSJ), indirect subsidiaries of FMR Corp., and BT Brokerage
Corporation and BT Futures Corp., indirect subsidiaries of BT Corporation,prior to May 6, 2003 that would have been subject to pre-approval if the commissionsSEC rules relating to the pre-approval of non-audit services had been in effect at that time. Aggregate amounts may reflect rounding./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, 2003 and December 31, 2002 on behalf of each fund.]
Fund 2003 2002
Asset Manager Portfolio % %
Asset Manager: Growth Portfolio % %
Contrafund Portfolio % %
Index 500 Portfolio % %
Investment Grade Bond Portfolio % %
[The percentage of audit-related services described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund are fair, reasonable,shown in the table below. These percentages include 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. Aggregate amounts may reflect rounding./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, 2003 and comparableDecember 31, 2002 on behalf of the Fund Service Providers that relate directly to commissions chargedthe operations and financial reporting of each fund.]
Auditor 2003 2002
Deloitte Entities % %
Tax Fees. In each of the fiscal years ended December 31, 2003 and December 31, 2002,the aggregate Tax Fees billed by non-affiliated, qualified brokerage firmsDeloitte Entities for similar services. [Priorprofessional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.
Fund 2003^A,B 2002^A,B
Asset Manager Portfolio $ $
Asset Manager: Growth Portfolio $ $
Contrafund Portfolio $ $
Index 500 Portfolio $ $
Investment Grade Bond Portfolio $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.
In each of the fiscal years ended December 9, 1997, FMR used research31, 2003 and December 31, 2002, the aggregate Tax Fees billed by Deloitte Entities that were required to be approved by the Audit Committee for professional services providedrendered 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.
Billed By 2003^A,B 2002^A,B
Deloitte Entities $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.
Fees included in the Tax Fees category comprise all services performed by professional staff in the independent accountant's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and placed agency
transactionstax 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 Fidelity Brokerage Services (FBS), an indirect subsidiarytax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
[The percentage of FMR Corp.Tax Fees described above that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of each fund are shown in the table below. These percentages include 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. Aggregate amounts may reflect rounding./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, 2003 and December 31, 2002 on behalf of each fund.]
Fund 2003 2002
Asset Manager Portfolio % %
Asset Manager: Growth Portfolio % %
Contrafund Portfolio % %
Index 500 Portfolio % %
Investment Grade Bond Portfolio % %
[The percentage of Tax Fees described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund are shown in the table below. These percentages include 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. Aggregate amounts may reflect rounding./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, 2003 and December 31, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.]
Auditor 2003 2002
Deloitte Entities % %
All Other Fees. In each of the fiscal years ended December 31, 2003 and December 31, 2002, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the funds is shown in the table below.
Fund 2003^A,B 2002^A,B
Asset Manager Portfolio $ $
Asset Manager: Growth Portfolio $ $
Contrafund Portfolio $ $
Index 500 Portfolio $ $
Investment Grade Bond Portfolio $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.
[In each of the fiscal years ended December 31, 2003 and December 31, 2002, the aggregate Other Fees billed by 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.
Billed By 2003^A,B 2002^A,B
Deloitte Entities $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.
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.
[The percentage of All Other Fees for non-audit services described above that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of each fund are shown in the table below. These percentages include 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. Aggregate amounts may reflect rounding./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, 2003 and December 31, 2002 on behalf of each fund.]
Fund 2003 2002
Asset Manager Portfolio % %
Asset Manager: Growth Portfolio % %
Contrafund Portfolio % %
Index 500 Portfolio % %
Investment Grade Bond Portfolio % %
[The percentage of All Other Fees for non-audit services described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2003 and December 31, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial report of each fund are shown in the table below. These percentages include 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. Aggregate amounts may reflect rounding./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, 2003 and December 31, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.]
Auditor 2003 2002
Deloitte Entities % %
For the fiscal yearyears ended December 31, 1998,2003 and December 31, 2002, the fund paid no brokerage
commissionsaggregate fees billed by Deloitte Entities of $_____^A,Band $_____^A,B of $____^A,B and $_____^A,B, respectively, for non-audit services rendered on behalf of the funds, 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 affiliated brokers.

Covered Services and Non-Covered Services are shown in the table below.
Billed By 2003^A,B 2003^A,B 2002^A,B 2002^A,B
Covered Services Non-Covered Services Covered Services Non-Covered Services
Deloitte Entities $ $ $ $
^AAggregate amounts may reflect rounding.
^BIncludes 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.]
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO INSURANCE COMPANIES
Please advise the trust, in care of [ClientClient Services at 1-800-544-5429],1-877-208-0098, 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 ReportReports you wish to receive in order to supply copies to the variable contract owners of the respective shares.

Exhibit
EXHIBIT 1

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF SUBADVISORY AGREEMENT

INDEPENDENT TRUSTEES
This Agreement is entered into ascharter relates to the responsibilities of the [1st] ((___)) dayGovernance and Nominating Committee in connection with the nomination of [December]
((______________)), [1997] ((1999)), among Variable Insurance Products Fund II,
a Massachusetts business trust (the "Trust"), on behalfIndependent Trustees.
The Governance and Nominating Committee will consist solely of Index 500 Portfolio,
a series portfolioIndependent Trustees. The Chair of the Trust (the "Portfolio"), Fidelity Management &
Research Company, a Massachusetts corporation ("Manager"), and Bankers Trust
Company, a New York banking
corporation ("Subadviser").

WHEREAS,Independent Trustees will be the Trust, on behalfChair of the Portfolio, has entered intoCommittee. If a Management Contract, dated December 1, 1997, with Manager (the "Management
Contract"), pursuant to which Manager has agreed to provide certain management
and administrative services to the Portfolio; and

WHEREAS, Manager desires to appoint Subadviser as investment subadviser to
provide the investment advisory and administrative services to the Portfolio
specified herein, and Subadviser is willing to serve the Portfolio in such
capacity; and

WHEREAS, the trusteesVice Chair of the Trust (the "Trustees"), including a majorityIndependent 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 theIndependent Trustees who are not "interested persons" (as such term is defined below)
of any party to this Agreement, and the shareholder(s) of the Portfolio, have
each consented to such an arrangement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:

I. APPOINTMENT OF SUBADVISER; COMPENSATION

1.1 APPOINTMENT AS SUBADVISER. Subject to and in accordance with the provisions hereof, Manager hereby appoints SubadviserIndependent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as investment subadviserAppendix A). The selection of Independent Trustees will be committed solely to perform the various investment advisorydiscretion 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 servicesretention 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 PortfolioCommittee by a search firm or other sources, as set forth herein and, subjectin the Statement of Policy. The names of such candidates should be submitted to the restrictions set forth herein, hereby
delegatesChairman 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 Subadviserserve as an Independent Trustee of the authority vested in Manager pursuantFidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the Management Contractsearch firm for evaluation.
APPENDIX A
December 2003
STATEMENT OF POLICY ON CRITERIA
FOR 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 extent necessary to enable Subadviser to perform its
obligations under this Agreement.

1.2 SCOPE OF INVESTMENT AUTHORITY. (a) The Subadviser is hereby
authorized, on a discretionary basis, to manage the investments and determine
the compositionappropriate criteria for selecting Independent Trustees of the assetsFunds. 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 Portfolio, subject at all times to (i)following characteristics:
Unquestioned personal integrity is a given.
The candidate may not be an "interested person" of FMR or its affiliates within the supervision and control of the Trustees, (ii) the requirementsmeaning of the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the
"Investment Company Act"), (iii) the investment objective, policies and
limitations, as provided in the Portfolio's Prospectus and other governing
documents, and (iv) such instructions, policies and limitations relating to the
Portfolio as the Trustees or Manager may from time to time adopt and communicate
in writing to Subadviser. Notwithstanding anything herein to the contrary,
Subadviser is not authorized to take any action, including the purchase and sale
of portfolio securities, in contravention of any restriction, limitation,
objective, policy or instruction described in the previous sentence.

particular security made by Subadviser, PROVIDED that the Trustees and Manager
shall at all times have the right to monitor the Portfolio's investment
activities and performance, require Subadviser to make reports and give
explanations as to the manner in which the Portfolio's assets are being
invested, and,1940.
The candidate should either Manager or the Trustees become dissatisfied with
Subadviser's performance in any way, terminate this Agreement in accordance with
the provisions of Section 9.2 hereof.

1.3 APPOINTMENT AS PROXY VOTING AGENT. Subject to and in accordance with
the provisions hereof, the Trustees hereby appoint Subadviser as the Portfolio's
proxy voting agent, and hereby delegate to Subadviser discretionary authority to
vote all proxies solicited by or with respect to issuers of securities in which
the assets of the Portfolio may be invested from time to time. Upon written
notice to Subadviser, the Trustees may at any time withdraw the authority
granted to Subadviser pursuant to this Section 1.3 to perform any or all of the
proxy voting services contemplated hereby.

1.4 GOVERNING DOCUMENTS. Manager will provide Subadviser with copies of
(i) the Trust's Declaration of Trust and By-laws, as currently in effect, (ii)
the Portfolio's currently effective prospectus and statement of additional
information, as set forth in the Trust's registration statement under the
Investment Company Act and the Securities Act of 1933, as amended, (iii) any
instructions, investment policies or other restrictions adopted by the Trustees
or Manager supplemental thereto, and (iv) the Management Contract. Manager will
provide Subadviser with such further documentation and information concerning
the investment objectives, policies and restrictions applicable to the Portfolio
as Subadviser may from time to time reasonably request.

1.5 SUBADVISER'S RELATIONSHIP. Notwithstanding anything herein to the
contrary, Subadviser shall be an independent contractor and will have no authoritymaterial relationship that could create an appearance of lack of independence in respect of FMR and its affiliates. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others).
The candidate needs the disposition to act for or represent the Trust, the Portfolio or Managerindependently in any way
or otherwise be deemed an agentfact in respect of any of them, except to the extent expressly
authorized by this Agreement or in writing by the Trust or Manager.

1.6 COMPENSATION. Subadviser shall be compensated for the services it
performs on behalf of the Portfolio in accordance with the terms set forth in
Appendix A to this Agreement.

II. SERVICES TO BE PERFORMED BY SUBADVISER

2.1 INVESTMENT ADVISORY SERVICES. (a) In fulfilling its obligations to
manage the assets of the Portfolio, Subadviser will:

(i) formulate and implement a continuous investment program for the
Portfolio, including, without limitation, implementation of a securities
lending program in accordance with the provisions of Article III hereof;

(ii) take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities and other investments,
including the selection of brokers or dealers, the placing of orders for
such purchases and sales in accordance with the provisions of paragraph
(b) below and assuring that such purchases and sales are properly settled
and cleared;

(iii) provide such reports with respect to the implementation of the
Portfolio's investment program as the Trustees or Manager shall reasonably
request; and

(iv) provide advice and assistance to Manager as to the
determination of the fair value of certain securities where market
quotations are not readily available for purposes of calculating net asset
value of the Portfolio in accordance with valuation procedures and methods
established by the Trustees.

(b) The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers and dealers
selected by Subadviser. Such brokers and dealers may include brokers or dealers
that are "affiliated persons" (as such term is defined in the Investment Company
Act) of the Trust, the Portfolio, Manager or Subadviser, PROVIDED that
Subadviser shall only place orders on behalf of the Portfolio with such
affiliated persons in accordance with procedures adopted by the Trustees
pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser shall
use its best efforts to seek to execute portfolio transactions at prices which
are advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers qualified
to execute a particular transaction, brokers or dealers may be selected who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or other
accounts over which Subadviser or its affiliates exercise investment discretion.
The Subadviser is authorized to pay a broker or dealer who provided such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Subadviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities which the SubadviserFMR and its affiliates haveand others in respectorder to accounts over which they exercise investment
discretion. The Trustees shall periodically reviewprotect the commissions paid by the
Portfolio to determine if the commissions paid over representative periods were
reasonable in relation to the benefits to the Portfolio.

2.2. ADMINISTRATIVE AND OTHER SERVICES. (a) Subadviser will, at its
expense, furnish (i) all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties
faithfully, and (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conductinterests of the investment
affairs of the Portfolio (excluding determination of net asset valuesFunds and shareholder accounting services).

(b) Subadviserall shareholders. It is expected that Independent Trustees will maintain all accounts, booksplay an active and, records with respect
to the Portfolio as are required ofif necessary, an investment adviser of a registered
investment company pursuant to the Investment Company Act and the rules
thereunder. Subadviser agrees that such records are the property of the Trust,
and will be surrendered to the Trust promptly upon request. The Manager shall be
granted reasonable access to the records and documentsadversarial role in Subadviser's
possession relating to the Portfolios.

(c) Subadviser shall provide such information as is necessary to enable
Manager to prepare and update the Trust's registration statement (and any
supplement thereto) and the Portfolio's financial statements. Subadviser
understands that the Trust and Manager will rely on such information in the
preparation of the Trust's registration statement and the Portfolio's financial
statements, and hereby covenants that any such information approved by
Subadviser expressly for use in such registration and/or financial statements
shall be true and complete in all material respects.

(d) Subadviser will vote the Portfolio's investment securities in the
manner in which Subadviser believes to be inpursuing the best interests of the Portfolio,Funds and shall review its proxy voting activitiesshareholders.
The candidate needs to be able to attend 11 meetings per year. The effect of this requirement is to limit the number of other boards on which a periodic basiscandidate can participate and other commitments.
The candidate needs to have demonstrated sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial or regulatory issues.
The candidate should have sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity Funds.
Candidates should have experience on corporate or other institutional oversight bodies having similar responsibilities. This helps assure that they have other exposure to current governance issues and business practices. Candidates should not, however, have board memberships or other relationships that could result in business or regulatory conflicts with the Trustees.

(e) Subadviser will provide custodian services toFidelity Mutual Funds.
The candidate needs the Portfolio in
accordance with the provisions of a separate Custodian Agreement, dated as of
the date hereof, between the Trust, on behalf of the Portfolio, and Subadviser.

III. SECURITIES LENDING

3.1. APPOINTMENT AS AGENT. For as long as this Agreement shall remain in
effect, Subadviser is hereby authorized as the Portfolio's agent to lend on a
disclosed basis the Portfolio's securities. Subadviser is further authorized as
the Portfolio's agent to sign agreements with borrowers, ownership or other
certificates as may be required by the Internal Revenue Service or any other tax
authorities, and to take any other actions necessary to effect such loans.

3.2. INDEMNIFICATION. (a) In the event that any securities lending
transaction is terminated and the loaned securities or any portion thereof shall
not have been returned to the Portfolio by or on behalf of the borrower within
the time specified by Subadviser's agreement with the borrower (the "Delivery
Date"), Subadviser shall, at its expense, within one (1) business day after the
Delivery Date replace the loaned securities (or any portion thereof not so
returned) with a like amount of the loaned securities of the same issuer, class
and denomination, and hold the Portfolio, the Trustees and Manager harmless from
any brokerage commission, fees, taxes or other expenses incurred by Subadviser
in the purchase of such replacement securities. If Subadviser is unable to
purchase such replacement securities on the open market within one business day
after the Delivery Date (the "Reimbursement Date"), Subadviser shall credit the
Portfolio's account by the close of business on the Reimbursement Date with an
amount of cash in U.S. dollars equal to (i) if the Portfolio shall continue to
hold such unreturned loaned securities, the Market Value (as defined below) of
such unreturned loaned securities determined at the close of business as of the
Reimbursement Date, plus all financial benefits derived from the beneficial
ownership of the unreturned loaned securities which have accrued on such
securities whether or not received from borrower, or (ii) if the Portfolio shall
have sold such securities prior to the Reimbursement Date, (x) the sale proceeds
in respect of such sale, to the extent not received by the Portfolio, plus (y)
any interest, penalties, fees or other costs, if any, incurred by the Portfolio
as a direct result of a failure to settle such sale on a timely basis, PROVIDED
that such interest, penalties, fees or other costs shall not include any
consequential or special damages which may arise out of such failure to settle
such sale on a timely basis. The "Market Value" of any securities on any given
day shall be the fair market value of such security on such day, as determined
in accordance with the Portfolio's valuation procedures and methods, as adopted
by the Trustees.

(b) In the event that Subadviser shall be required to make any payment to
the Portfolio or shall incur any loss or expense pursuant to paragraph (a)
above, it shall, to the extent of such payment or loss or expense, be subrogated
to, and succeed to, all of the Portfolio's rights against the borrower and to
the collateral involved. To the extent the collateral consists of cash or
securities issued or guaranteed by the United States Government or its agencies,
the Portfolio shall contemporaneously with any such payment to the Portfolio by
Subadviser surrender same to Subadviser for its sole disposition.

(c) Notwithstanding the foregoing, in no event shall Subadviser incur
liability pursuant to paragraph (a) above if Subadviser is prevented, forbidden
or delayed from causing a loaned security to be returned to the Portfolio by the
applicable Delivery Date by reason of (i) any provision of any present or future
law or regulation or order of the United States of America, or any state
thereof, or of any foreign country, or political subdivision thereof, or of any
court of competent jurisdiction; or (ii) any act of God or war or other similar
circumstance beyond the control of Subadviser unless, in each case, such delay
or nonperformance is caused by (A) the negligence, misfeasance or misconduct of
Subadviser or any of its directors, officers, employees or agents, or (B) a
malfunction or failure of equipment operated or utilized by Subadviser other
than a malfunction or failure beyond Subadviser's control and which could not
have been reasonably anticipated and/or prevented by Subadviser.

3.3. MARKET RISK. The Portfolio acknowledges that any cash collateral
provided by a borrower in respect of a securities lending transaction may be
invested by Subadviser on the Portfolio's behalf at the Portfolio's risk, and
if, upon termination of any loan, the cash collateral held by Subadviser for
Portfolio's account is less than the amount required to be returned to the

borrower under Subadviser's agreement with the borrower, the Portfolio will
provide borrower with cash in the amount of any such deficiency.

3.4. SUBADVISER'S RELATIONSHIPS WITH BORROWERS. The Portfolio acknowledges
that Subadviser or its affiliates may be a creditor of, for its own account or
in a fiduciary capacity or generally engage in any kind of commercial or
investment banking business with, a borrower, to whom Subadviser has lent the
Portfolio's securities. Without limiting the generality of the foregoing,
Subadviser shall not be required to disclose to the Portfolio or Manager any
financial information about a borrower obtained in the course of its
relationship with such borrower.

3.5 SECURITIES LENDING PROCEDURES. Subadviser's securities lending
activities on behalf of the Portfolio shall be governed by such procedures as
shall be adopted by the Trustees or Manager, as the same may be amended from
time to time.

IV. COMPLIANCE; CONFIDENTIALITY

4.1 COMPLIANCE. (a) Subadviser will comply with (i) all applicable state
and federal laws and regulations governing the performance of the Subadviser's
duties hereunder, (ii) the investment objective, policies and limitations, as
provided in the Portfolio's Prospectus and other governing documents, and (iii)
such instructions, policies and limitations relating to the Portfolio as the
Trustees or Manager may from time to time adopt and communicate in writing to
subadviser.

(b) Subadviser will adopt a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Trust with a copy of such code of ethics, evidence of its adoption and copies of
any supplemental policies and procedures implemented to ensure compliance
therewith.

4.2 CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential all information provided by a party to the others
regarding such party's business and operations, including without limitation the
investment activities or holdings of the Portfolio. All confidential information
provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuanthard work and attention to this Agreement and, except as may
be required in carrying out the terms of this Agreement, shall not be disclosed
to any third party without the prior consent of such providing party. The
foregoing shall not be applicable to any informationdetail that is publicly available
when provided or which thereafter becomes publicly available other than in
contravention of this Section 4.2 or which is required to be disclosed by any
regulatory authorityan effective Independent Trustee in the lawful and appropriate exercise of its jurisdiction
over a party, any auditorlight of the parties hereto,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 an Independent Trustee.
The following characteristics are desirable, but not mandatory:
The candidate should have the ability to serve seven or more years before reaching mandatory retirement age.
The candidate should have diversity of interests evidenced by judicialparticipation in community, charitable or administrative
process or otherwise by applicable law or regulation.

V. LIABILITY OF SUBADVISER

5.1 LIABILITY; STANDARD OF CARE. Notwithstanding anything herein to the
contrary, except as provided in Section 3.2 hereof, neither Subadviser, nor any
of its directors, officers or employees, shall be liable to Manager or the Trust
for any loss resulting from Subadviser's acts or omissions as Subadviser to the
Portfolio, except to the extent any such losses result from bad faith, willful
misfeasance, reckless disregard or gross negligence on the partother similar activities.
The following are desirable characteristics of the Subadviser or any of its directors, officers or employees in the performance of
the Subadviser's duties and obligations under this Agreement.

5.2 INDEMNIFICATION. (a) Subadviser agrees to indemnify and hold the Trust
and Manager harmless from any and all direct or indirect liabilities, losses or
damages (including reasonable attorneys fees) suffered by the Trust or Manager
resulting from (i) Subadviser's breach of its duties hereunder, or (ii) bad
faith, willful misfeasance, reckless disregard or gross negligence on the part
of the Subadviser or any of its directors, officers or employees in the
performance of the Subadviser's duties and obligations under this Agreement,

except to the extent such loss resultsIndependent Trustees as a group:
The Independent Trustees will generally be drawn from the Trust's or Manager's own willful
misfeasance, bad faith, reckless disregard or negligenceranks of respected and accomplished senior business leaders.
The Independent Trustees will strive to achieve diversity in the performanceterms of their respective dutiesgender, race and obligations under the Management Contract or this
Agreement.

(b) Manager hereby agrees to indemnify and hold Subadviser harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorney's fees) suffered by Subadviser resulting from (i) Manager's
breachgeographic location.
The Independent Trustees as a whole should reflect a diversity of its duties under Management Contract, or (ii) bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of Manager or
any of its directors, officers or employees in the performance of Manager's
duties and obligations under this Agreement, except to the extent such loss
results from Subadviser's own willful misfeasance, bad faith, reckless disregard
or negligence in the performance of Subadviser's duties and obligations under
this Agreement.

VI. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE

6.1 SUPPLEMENTAL ARRANGEMENTS. Subject to the prior written consent of the
Trustees and Manager, Subadviser may enter into arrangements with other persons
affiliated with Subadviser to better fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to Subadviser,
provided that such arrangements do not rise to the level of an advisory contract
subject to the requirements of Section 15 of the Investment Company Act.

6.2 EXPENSES. It is understood that the Portfoliobusiness experience. At least one Independent Trustee will pay all of its
expenses other than those expressly stated to be payable by Subadviser hereunder
or by Manager under the Management Agreement. Subadviser expressly agrees to pay
the cost of all custody services required by the Portfolio. Expenses paid by the
Portfolios will include, but not be limited to, (i) interest and taxes; (ii)
brokerage commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses of the
Trustees other than those who are "interested persons" of the Trust, Manager or
Subadviser; (iv) legal and audit expenses; (v) registrar and transfer agent fees
and expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio; (viii)
all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata share
based on the relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts with
the Manager, of 50% of insurance premiums for fidelity bond and other coverage;
(x) investment management fees; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements thereto;
(xii) expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and (xiii)
such non-recurring or extraordinary expenses"audit committee financial expert," as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party and
any legal obligation that the Portfolio may have to indemnify the Trustees,
officers and/or employees or agents with respect thereto. Subadviser shall not
cause the Trust or the Portfolios to incur any expenses, other than those
reasonably necessary for Subadviser to fulfill its obligations under this
Agreement, unless Subadviser has first notified Manager of its intention to do
so.

6.3 INSURANCE. Subadviser shall maintain for the duration hereof, with an
insurer acceptable to Manager, a blanket bond and professional liability (errors
and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser
agrees that such insurance shall be considered primary and Subadviser shall
assure that such policies pay claims prior to similar policies that may be
maintained by Manager. In the event Subadviser fails to have in force such

insurance, that failure will not exclude Subadviser's responsibility to pay up
to the limit Subadviser would have had to pay had said insurance been in force.

VII. CONFLICTS OF INTEREST

7.1 CONFLICTS OF INTEREST. It is understood that the Trustees, officers,
agents and shareholders of the Trust are or may be interested in Subadviser as
directors, officers, stockholders or otherwise; that directors, officers, agents
and stockholders of Subadviser are or may be interested in the Trust as
trustees, officers, shareholders or otherwise; that Subadviser may be interested
in the Trust; and that the existence of any such dual interest shall not affect
the validity of this Agreement or of any transactions hereunder except as
otherwise provided in the Trust's Declaration of Trust and the Articles of
Incorporation of Subadviser, respectively, or by specific provisions of
applicable law.

VIII. REGULATION

8.1 REGULATION. Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided pursuant to
this Agreement any information, reports or other material which any such body by
reason of this Agreement may reasonably request or require pursuant to
applicable laws and regulations.

IX. DURATION AND TERMINATION OF AGREEMENT

9.1 EFFECTIVE DATE; DURATION; CONTINUANCE. (a) This Agreement shall become
effective on [December 1, 1997] ((_______, 1999)).

(b) Subject to prior termination pursuant to Section 9.2 below, this
Agreement shall continue in force until July 31, [1998] ((____)), and
indefinitely thereafter, but only so long as the continuance after such date
shall be specifically approved at least annually by vote of the Trustees or by a
vote of a majority of the outstanding voting securities of the Portfolio,
PROVIDED that in either event such continuance shall also be approved by the
vote of a majority of the Trustees who are not "interested persons" (as such term is defined by the SEC. The Governance and Nominating Committee will strive to achieve a balance of experience of Independent Trustees in respect of industries, management roles and other experience. For each candidate, the Investment Company Act) of any party to this Agreement
castCommittee will evaluate specific experience in person at a meeting called for the purpose of voting on such approval.

(c) Shareholder approval of this Agreement or any continuance of this
Agreement, if required, shall be effective with respect to the Portfolio if a
majoritylight of the outstanding voting securitiesmakeup of the series (as defined in Rule
18f-2(h) undercurrent board.
Fidelity, Contrafund and Magellan are registered trademarks of FMR Corp.
Asset Manager and Asset Manager: Growth are service marks of FMR Corp.
The third party marks appearing above are the Investment Company Act)marks of sharestheir respective owners.
VIPII-PXS-0904 \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ CUSIP #922175203/FUND #156
1.750688.101 CUSIP #922175609/FUND #467
CUSIP #922175872/FUND #363
CUSIP #922175401/FUND #159
CUSIP #922175708/FUND #468
CUSIP #922175864/FUND #364
CUSIP #922175500/FUND #158
CUSIP #922175807/FUND #470
CUSIP #922175849/FUND #365
CUSIP #922175302/FUND #157
CUSIP #922175831/FUND #822
CUSIP #922175856/FUND #366
CUSIP #922175104/FUND #155
CUSIP #922175823/FUND #827
CUSIP #922175880/FUND #367
Form of theProxy Card: Asset Manager Portfolio, votes to
approve this Agreement or its continuance.

9.2 TERMINATION AND ASSIGNMENT. This Agreement may be terminated at any
time, upon sixty days' written notice, without the payment of any penalty, (i)
by the Trustees, (ii) by the vote of a majority of the outstanding voting
securities of the Portfolio; (iii) by Manager, or (iv) by Subadviser.

(b) This Agreement will terminate automatically, without the payment of
any penalty, (i) in the event of its assignment (as defined in the Investment
Company Act) or (ii) in the event the Management Contract is terminated for any
reason.

9.3 DEFINITIONS. The terms "registered investment company," "vote of a
majority of the outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings specified in the
Investment Company Act as now in effect or as hereafter amended, and subject to
such orders or no-action letters as may be granted by the Securities and
Exchange Commission.

X. REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1 REPRESENTATIONS OF THE PORTFOLIO. The Trust, on behalf of theAsset Manager: Growth Portfolio, represents and warrants that:

(i) the Trust is a business trust established pursuant to the laws
of the Commonwealth of Massachusetts;

(ii) the Trust is duly registered as an investment company under the
Investment Company Act and theContrafund Portfolio, is a duly constituted series
portfolio thereof;

(iii) the execution, delivery and performance of this Agreement are
within the Trust's powers, have been and remain duly authorized by all
necessary action (including without limitation all necessary approvals and
other actions required under the Investment Company Act) and will not
violate or constitute a default under any applicable law or regulation or
of any decree, order, judgment, agreement or instrument binding on the
Trust or the Portfolio;

(iv) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and

(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against the Trust and the Portfolio in accordance with its
terms.

10.2 REPRESENTATIONS OF THE MANAGER. The Manager represents, warrants and
agrees that:

(i) Manager is a corporation established pursuant to the laws of the
Commonwealth of Massachusetts;

(ii) Manager is duly registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act");

(iii) Manager has been duly appointed by the Trustees and
Shareholders of the Portfolio to provide investment services to the
Portfolio as contemplated by the Management Contract;

(iv) the execution, delivery and performance of this Agreement are
within Manager's powers, have been and remain duly authorized by all
necessary corporate action and will not violate or constitute a default
under any applicable law or regulation or of any decree, order, judgment,
agreement or instrument binding on Manager;

(v) no consent (including, but not limited to, exchange control
consents) of any applicable governmental authority or body is necessary,
except for such consents as have been obtained and are in full force and
effect, and all conditions of which have been duly complied with; and

(vi) this Agreement constitutes a legal, valid and binding
obligation enforceable against Manager.

10.3 REPRESENTATIONS OF SUBADVISER. Subadviser represents, warrants and
agrees that:

(i) Subadviser is a New York banking corporation established
pursuant to the laws of the State of New York;

(ii) Subadviser is duly registered as an "investment adviser" under
the Advisers Act; or is a "bank" as defined in Section 202 (a) (2) of the
Advisers Act or an "insurance company" as defined in Section 202 (a) (2)
of the Advisers Act.

(iii) the execution, delivery and performance of this Agreement are
within Subadviser's powers, have been and remain duly authorized by all
necessary corporate action and will not violate or constitute a default
under any applicable law or regulation or of any decree, order, judgment,
agreement or instrument binding on Subadviser;

(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against Subadviser.

10.4 COVENANTS OF SUBADVISER. (a) Subadviser will promptly notify the
Trust and Manager in writing of the occurrence of any event which could have a
material impact on the performance of its obligations pursuant to this
Agreement, including without limitation:

(i) the occurrence of any event which could disqualify Subadviser
from serving as an investment adviser of a registered investment company
pursuant to Section 9 (a) of the Investment Company Act or otherwise;

(ii) any material change in the Subadviser's overall business
activities that may have a material adverse affect on the Subadviser's
ability to perform under its obligations under this Agreement;

(iii) any event that would constitute a change in control of
Subadviser;

(iv) any change in the portfolio manager of the Portfolio; and

(v) the existence of any pending or threatened audit, investigation,
complaint, examination or other inquiry (other than routine regulatory
examinations or inspections) relating to the Portfolio conducted by any
state or federal governmental regulatory authority.

(b) Subadviser agrees that it will promptly supply Manager with copies of
any material changes to any of the documents provided by Subadviser pursuant to
Section 4.1.

XI. MISCELLANEOUS PROVISIONS

11.1 USE OF SUBADVISER'S NAME. Neither the Trust nor Manager will use the
name of Subadviser, or any affiliate of Subadviser, in any prospectus,
advertisement sales literature or other communication to the public except in
accordance with such policies and procedures as shall be mutually agreed to in
writing by the Subadviser and the Manager.

11.2 USE OF TRUST OR MANAGER'S NAME. Subadviser will not use the name of
Manager, the Trust or the Portfolio in any prospectus, advertisement, sales
literature or other communication to the public except in accordance with such
policies and procedures as shall be mutually agreed to in writing by the
Subadviser and the Manager.

11.3 AMENDMENTS. This Agreement may only be amended with the prior written
consent of each of the parties hereto and if such amendment is specifically
approved (i) by the vote of a majority of the outstanding voting securities of
the Portfolio, and (ii) by the vote of a majority of the Trustees who are not
interested persons (as such term is defined in the Investment Company Act) of
any person to this Agreement cast in person at a meeting called for the purpose
of voting on such approval. The required shareholder approval shall be effective
with respect to the Portfolio if a majority of the outstanding voting securities
of the Portfolio vote to approve the amendment.

11.4 ENTIRE AGREEMENT. This Agreement contains the entire understanding
and agreement of the parties with respect to the subject hereof.

11.5 CAPTIONS. The headings in the sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part of the
Agreement.

11.6 NOTICES. All notices required to be given pursuant to this Agreement
shall be delivered or mailed to the last known business address of the Trust,
Manager or Subadviser, as the case may be, in person or by registered mail or a
private mail or delivery service providing the sender with notice of receipt.
Notice shall be deemed given on the date delivered or mailed in accordance with
this Section 11.6.

11.7 SEVERABILITY. Should any portion of this Agreement, for any reason,
be held to be void at law or in equity, the Agreement shall be construed,
insofar as is possible, as if such portion had never been contained herein.

11.8 GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the Commonwealth of Massachusetts
(without giving effect to the choice of law provisions thereof), or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of the Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.

11.9 LIMITATION OF LIABILITY. A copy of the Declaration of Trust
establishing the Trust, dated March 21, 1988, together with all amendments, is
on file in the office of the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is not executed on behalf of any of
the Trustees as individuals and no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation or claim,
in connection with the affairs of the Trust or the Portfolio, but only the
assets belonging to the Portfolio shall be liable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.

SIGNATURE LINES OMITTED

APPENDIX A

Pursuant to Section 1.6 of the Subadvisory Agreement among Variable
Insurance Products Fund II (the "Trust"), on behalf of Index 500 Portfolio, (the
"Portfolio"), Fidelity Management & Research Company ("Manager") and Bankers
Trust Company ("Subadviser"), Subadviser shall be compensated for the services
it performs on behalf of
theInvestment Grade Bond Portfolio as follows:

1. FEES PAYABLE BY MANAGER. Manager will pay Subadviser a monthly fee
computed at an annual rate of 0.006% (0.6 basis points) of the average daily net
assets of the Portfolio (computed in the manner set forth in the Trust's
Declaration of Trust) throughout the month.

Subadviser's fee shall be computed monthly, and within twelve business
days of the end of each calendar month, Manager shall transmit to Subadviser the
fee for the previous month. Payment shall be made in federal funds wired to a
bank account designated by Subadviser. If this Agreement becomes effective or
terminates before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs.

Subadviser agrees to look exclusively to Manager, and not to any assets of
the Trust or the Portfolio, for the payment of Subadviser's fees arising under
this Paragraph 1.

2. FEES PAYABLE BY TRUST. The Trust, on behalf of the Portfolio, shall pay
Subadviser a monthly fee equal to 40% of the Portfolio's aggregate Net
Securities Lending Income (as defined below) attributable to the securities
lending activities conducted by Subadviser on the Portfolio's behalf. For
purposes of this Paragraph 2, the Portfolio's aggregate "Net Securities Lending
Income" for any given month shall be calculated in accordance with the following
provisions:

(a) LOANS COLLATERALIZED BY CASH. For securities lending transactions
collateralized by cash, the Portfolio's aggregate Net Securities
Lending Income attributable to such transactions for such month
shall be equal to (I) the income earned by the Portfolio from
investing such cash collateral during such month, plus (II) if such
cash collateral is invested in a money market fund or similar
investment vehicle managed by Subadviser or its affiliates, an
amount equal to the Portfolio's pro rata share (calculated by
dividing the average daily amount of the Portfolio's cash collateral
so invested during such month by the average daily net assets of
such investment vehicle for such month) of the Total Operating
Expenses (as defined below) accrued by such investment vehicle in
respect of such month, less (III) any rebates, commissions or
similar fees paid by the Portfolio in respect of such transactions
during such month. For purposes of this subparagraph 2(a), an
investment vehicle's "Total Operating Expenses" shall consist of
"Management Fees," "Rule 12b-1 Fees," and "Other Expenses," as such
terms are defined in paragraphs 8, 9, and 10, respectively, of the
instructions to Part A, Item 2 of the form of registration statement
promulgated by the Securities and Exchange Commission on Form N-1A,
as the same may be amended from time to time.

(b) LOANS COLLATERALIZED BY SECURITIES. For securities lending
transactions collateralized by securities or a letter of credit, the
Portfolio's aggregate Net Securities Lending Income attributable to
such transactions for such month shall be equal to (I) the
securities lending fees paid by the borrower to the Portfolio in
respect of such transactions, less (II) any rebates, commissions or
similar fees paid by the Portfolio in respect of such transactions.

(c) SUBSTITUTE PAYMENTS. Substitute payments received by the Portfolio
from a borrower in lieu of any dividends, distributions or other
financial benefits paid out in respect of a loaned security shall
not be considered part of the Portfolio's Net Securities Lending
Income for purposes of calculating the fee payable by the Portfolio
pursuant to this Paragraph 2, except that (I) to the extent that any
such substitute payment exceeds the amount that the Portfolio would
have received had such security not been loaned to the borrower, the
Portfolio's Net Securities Lending Income shall be increased by an
amount equal to the difference, and (II) to the extent that any such
substitute payment is less than the amount that the Portfolio would
have received had such security not been loaned to the borrower, the
Portfolio's Net Securities Lending Income shall be decreased by an
amount equal to the difference.

The fees payable by the Portfolio pursuant to this Paragraph 2 shall accrue
daily and shall be paid to Subadviser monthly within twelve business days of the
end of each calendar month. If the Portfolio's aggregate Net Securities Lending
Income for any calendar month shall be a negative amount, the fee payable by the
Portfolio for such month pursuant to this Paragraph 2 shall be zero, and an
amount equal to 40% of such negative Net Securities Lending Income shall be
carried forward and applied against future fees earned by Subadviser pursuant to
this Paragraph 2 for a period not to exceed 3 calendar months.

Subadviser agrees to look exclusively to the assets of the Portfolio, and not to
any other assets of the Trust or Manager, for the payment of Subadviser's fees
arising under this Paragraph 2.

EXHIBIT 2
FORM OF
SUBADVISORY AGREEMENT

This Agreement is entered into as of the ___ day of ______________, 1999,
among Variable Insurance Products Fund II, a Massachusetts business trust (the
"Trust"), on behalf of Index 500 Portfolio, a series portfolio of the Trust (the
"Portfolio"), Fidelity Management & Research Company, a Massachusetts
corporation ("Manager"), and Bankers Trust Company, a New York banking
corporation ("Subadviser").

WHEREAS, the Trust, on behalf of the Portfolio, has entered into a
Management Contract, dated December 1, 1997, with Manager (the "Management
Contract"), pursuant to which Manager has agreed to provide certain management
and administrative services to the Portfolio; and

WHEREAS, the trustees of the Trust (the "Trustees"), including a majority
of the Trustees who are not "interested persons" (as such term is defined below)
of any party to this Agreement, and the shareholder(s) of the Portfolio, have
each consented to such an arrangement;

NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:

I. APPOINTMENT OF SUBADVISER; COMPENSATION

1.1 APPOINTMENT AS SUBADVISER. Subject to and in accordance with the
provisions hereof, Manager hereby appoints Subadviser as investment subadviser
to perform the various investment advisory and other services to the Portfolio
set forth herein and, subject to the restrictions set forth herein, hereby
delegates to Subadviser the authority vested in Manager pursuant to the
Management Contract to the extent necessary to enable Subadviser to perform its
obligations under this Agreement.

1.2 SCOPE OF INVESTMENT AUTHORITY. (a) The Subadviser is hereby
authorized, on a discretionary basis, to manage the investments and determine
the composition of the assets of the Portfolio, subject at all times to (i) the
supervision and control of the Trustees, (ii) the requirements of the Investment
Company Act of 1940, as amended (the "Investment Company Act") and the rules
thereunder, (iii) the investment objective, policies and limitations, as
provided in the Portfolio's Prospectus and other governing documents, and (iv)
such instructions, policies and limitations relating to the Portfolio as the
Trustees or Manager may from time to time adopt and communicate in writing to
Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not
authorized to take any action, including the purchase and sale of portfolio
securities, in contravention of any restriction, limitation, objective, policy
or instruction described in the previous sentence.

(b) It is understood and agreed that, for so long as this Agreement shall
remain in effect, Subadviser shall retain discretionary investment authority
over the manner in which the Portfolio's assets are invested, and Manager shall
not have the right to overrule any investment decision with respect to a
particular security made by Subadviser, PROVIDED that the Trustees and Manager
shall at all times have the right to monitor the Portfolio's investment
activities and performance, require Subadviser to make reports and give
explanations as to the manner in which the Portfolio's assets are being
invested, and, should either Manager or the Trustees become dissatisfied with

Subadviser's performance in any way, terminate this Agreement in accordance with
the provisions of Section 8.2 hereof.

1.5 SUBADVISER'S RELATIONSHIP. Notwithstanding anything herein to the
contrary, Subadviser shall be an independent contractor and will have no
authority to act for or represent the Trust, the Portfolio or Manager in any way
or otherwise be deemed an agent of any of them, except to the extent expressly
authorized by this Agreement or in writing by the Trust or Manager.

1.6 COMPENSATION. Subadviser shall be compensated for the services it
performs on behalf of the Portfolio in accordance with the terms set forth in
Appendix A to this Agreement.

II. SERVICES TO BE PERFORMED BY SUBADVISER

2.1 INVESTMENT ADVISORY SERVICES. (a) In fulfilling its obligations to
manage the assets of the Portfolio, Subadviser will:

(i) formulate and implement a continuous investment program for the
Portfolio;

(iii) provide such reports with respect to the implementation of the
Portfolio's investment program as the Trustees or Manager shall reasonably
request; and

pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser shall
use its best efforts to seek to execute portfolio transactions at prices which
are advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers qualified
to execute a particular transaction, brokers or dealers may be selected who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or other
accounts over which Subadviser or its affiliates exercise investment discretion.
The Subadviser is authorized to pay a broker or dealer who provided such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
Subadviser determines in good faith that such amount of commission is reasonable
in relation to the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities which the Subadviser and
its affiliates have in respect to accounts over which they exercise investment
discretion. The Trustees shall periodically review the commissions paid by the
Portfolio to determine if the commissions paid over representative periods were
reasonable in relation to the benefits to the Portfolio.

2.2. ADMINISTRATIVE AND OTHER SERVICES. (a) Subadviser will, at its
expense, furnish (i) all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties
faithfully, and (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of the investment
affairs of the Portfolio (excluding determination of net asset values and
shareholder accounting services).

(b) Subadviser will maintain all accounts, books and records with respect
to the Portfolio as are required of an investment adviser of a registered
investment company pursuant to the Investment Company Act and the rules
thereunder. Subadviser agrees that such records are the property of the Trust,
and will be surrendered to the Trust promptly upon request. The Manager shall be
granted reasonable access to the records and documents in Subadviser's
possession relating to the Portfolios.

(d) Subadviser will vote the Portfolio's investment securities in the
manner in which Subadviser believes to be in the best interests of the
Portfolio, and shall review its proxy voting activities on a periodic basis with
the Trustees.

(e) Subadviser will provide custodian services to the Portfolio in
accordance with the provisions of a separate Custodian Agreement, dated as of
the date hereof, between the Trust, on behalf of the Portfolio, and Subadviser.

III. COMPLIANCE; CONFIDENTIALITY

3.1 COMPLIANCE. (a) Subadviser will comply with (i) all applicable state
and federal laws and regulations governing the performance of the Subadviser's
duties hereunder, (ii) the investment objective, policies and limitations, as
provided in the Portfolio's Prospectus and other governing documents, and (iii)
such instructions, policies and limitations relating to the Portfolio as the
Trustees or Manager may from time to time adopt and communicate in writing to
subadviser.

3.2 CONFIDENTIALITY. The parties to this Agreement agree that each shall
treat as confidential all information provided by a party to the others
regarding such party's business and operations, including without limitation the
investment activities or holdings of the Portfolio. All confidential information
provided by a party hereto shall be used by any other parties hereto solely for
the purposes of rendering services pursuant to this Agreement and, except as may
be required in carrying out the terms of this Agreement, shall not be disclosed
to any third party without the prior consent of such providing party. The
foregoing shall not be applicable to any information that is publicly available
when provided or which thereafter becomes publicly available other than in
contravention of this Section 3.2 or which is required to be disclosed by any
regulatory authority in the lawful and appropriate exercise of its jurisdiction
over a party, any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.

IV. LIABILITY OF SUBADVISER

4.1 LIABILITY; STANDARD OF CARE. Notwithstanding anything herein to the
contrary, neither Subadviser, nor any of its directors, officers or employees,
shall be liable to Manager or the Trust for any loss resulting from Subadviser's
acts or omissions as Subadviser to the Portfolio, except to the extent any such
losses result from bad faith, willful misfeasance, reckless disregard or gross
negligence on the part of the Subadviser or any of its directors, officers or
employees in the performance of the Subadviser's duties and obligations under
this Agreement.

4.2 INDEMNIFICATION. (a) Subadviser agrees to indemnify and hold the Trust
and Manager harmless from any and all direct or indirect liabilities, losses or
damages (including reasonable attorneys fees) suffered by the Trust or Manager
resulting from (i) Subadviser's breach of its duties hereunder, or (ii) bad
faith, willful misfeasance, reckless disregard or gross negligence on the part
of the Subadviser or any of its directors, officers or employees in the
performance of the Subadviser's duties and obligations under this Agreement,
except to the extent such loss results from the Trust's or Manager's own willful
misfeasance, bad faith, reckless disregard or negligence in the performance of
their respective duties and obligations under the Management Contract or this
Agreement.

(b) Manager hereby agrees to indemnify and hold Subadviser harmless from
any and all direct or indirect liabilities, losses or damages (including
reasonable attorney's fees) suffered by Subadviser resulting from (i) Manager's
breach of its duties under Management Contract, or (ii) bad faith, willful
misfeasance, reckless disregard or gross negligence on the part of Manager or
any of its directors, officers or employees in the performance of Manager's
duties and obligations under this Agreement, except to the extent such loss
results from Subadviser's own willful misfeasance, bad faith, reckless disregard
or negligence in the performance of Subadviser's duties and obligations under
this Agreement.

V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE

5.1 SUPPLEMENTAL ARRANGEMENTS. Subject to the prior written consent of the
Trustees and Manager, Subadviser may enter into arrangements with other persons
affiliated with Subadviser to better fulfill its obligations under this
Agreement for the provision of certain personnel and facilities to Subadviser,
provided that such arrangements do not rise to the level of an advisory contract
subject to the requirements of Section 15 of the Investment Company Act.

5.2 EXPENSES. It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by Subadviser hereunder
or by Manager under the Management Agreement. Subadviser expressly agrees to pay
the cost of all custody services required by the Portfolio. Expenses paid by the
Portfolios will include, but not be limited to, (i) interest and taxes; (ii)
brokerage commissions and other costs in connection with the purchase or sale of
securities and other investment instruments; (iii) fees and expenses of the
Trustees other than those who are "interested persons" of the Trust, Manager or
Subadviser; (iv) legal and audit expenses; (v) registrar and transfer agent fees
and expenses; (vi) fees and expenses related to the registration and
qualification of the Trust and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio; (viii)
all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata share
based on the relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts with
the Manager, of 50% of insurance premiums for fidelity bond and other coverage;
(x) investment management fees; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements thereto;
(xii) expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and (xiii)
such non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party and
any legal obligation that the Portfolio may have to indemnify the Trustees,
officers and/or employees or agents with respect thereto. Subadviser shall not
cause the Trust or the Portfolios to incur any expenses, other than those
reasonably necessary for Subadviser to fulfill its obligations under this
Agreement, unless Subadviser has first notified Manager of its intention to do
so.

5.3 INSURANCE. Subadviser shall maintain for the duration hereof, with an
insurer acceptable to Manager, a blanket bond and professional liability (errors
and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser
agrees that such insurance shall be considered primary and Subadviser shall
assure that such policies pay claims prior to similar policies that may be
maintained by Manager. In the event Subadviser fails to have in force such
insurance, that failure will not exclude Subadviser's responsibility to pay up
to the limit Subadviser would have had to pay had said insurance been in force.

VI. CONFLICTS OF INTEREST

6.1 CONFLICTS OF INTEREST. It is understood that the Trustees, officers,
agents and shareholders of the Trust are or may be interested in Subadviser as
directors, officers, stockholders or otherwise; that directors, officers, agents
and stockholders of Subadviser are or may be interested in the Trust as
trustees, officers, shareholders or otherwise; that Subadviser may be interested
in the Trust; and that the existence of any such dual interest shall not affect
the validity of this Agreement or of any transactions hereunder except as
otherwise provided in the Trust's Declaration of Trust and the Articles of
Incorporation of Subadviser, respectively, or by specific provisions of
applicable law.

VII. REGULATION

7.1 REGULATION. Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided pursuant to
this Agreement any information, reports or other material which any such body by
reason of this Agreement may reasonably request or require pursuant to
applicable laws and regulations.

VIII. DURATION AND TERMINATION OF AGREEMENT

8.1 EFFECTIVE DATE; DURATION; CONTINUANCE. (a) This Agreement shall become
effective on ________, 1999.

(b) Subject to prior termination pursuant to Section 8.2 below, this
Agreement shall continue in force until July 31, 2000, and indefinitely
thereafter, but only so long as the continuance after such date shall be
specifically approved at least annually by vote of the Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio, PROVIDED that
in either event such continuance shall also be approved by the vote of a
majority of the Trustees who are not "interested persons" (as such term is
defined in the Investment Company Act) of any party to this Agreement cast in
person at a meeting called for the purpose of voting on such approval.

(c) The required shareholder approval of this Agreement or any continuance
of this Agreement shall be effective with respect to the Portfolio if a majority
of the outstanding voting securities of the series (as defined in Rule 18f-2(h)
under the Investment Company Act) of shares of the Portfolio votes to approve
this Agreement or its continuance.

8.2 TERMINATION AND ASSIGNMENT. (A) This Agreement may be terminated at
any time, upon sixty days' written notice, without the payment of any penalty,
(i) by the Trustees, (ii) by the vote of a majority of the outstanding voting
securities of the Portfolio; (iii) by Manager, or (iv) by Subadviser.

8.3 DEFINITIONS. The terms "registered investment company," "vote of a
majority of the outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings specified in the
Investment Company Act as now in effect or as hereafter amended, and subject to
such orders or no-action letters as may be granted by the Securities and
Exchange Commission ("Commission").

X. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 REPRESENTATIONS OF THE PORTFOLIO. The Trust, on behalf of the
Portfolio, represents and warrants that:

(i) the Trust is a business trust established pursuant to the laws
of the Commonwealth of Massachusetts;

(ii) the Trust is duly registered as an investment company under the
Investment Company Act and the Portfolio is a duly constituted series
portfolio thereof;

(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against the Trust and the Portfolio in accordance with its
terms.

9.2 REPRESENTATIONS OF THE MANAGER. The Manager represents, warrants and
agrees that:

(i) Manager is a corporation established pursuant to the laws of the
Commonwealth of Massachusetts;

(ii) Manager is duly registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("Advisers Act");

(iii) Manager has been duly appointed by the Trustees and
Shareholders of the Portfolio to provide investment services to the
Portfolio as contemplated by the Management Contract.

(vi) this Agreement constitutes a legal, valid and binding
obligation enforceable against Manager.

9.3 REPRESENTATIONS OF SUBADVISER. Subadviser represents, warrants and
agrees that:

(i) Subadviser is a New York banking corporation established
pursuant to the laws of the State of New York;

(v) this Agreement constitutes a legal, valid and binding obligation
enforceable against Subadviser.

9.4 COVENANTS OF THE SUBADVISER. (a) Subadviser will promptly notify the
Trust and Manager in writing of the occurrence of any event which could have a
material impact on the performance of its obligations pursuant to this
Agreement, including without limitation:

(ii) any material change in the Subadviser's overall business
activities that may have a material adverse affect on the Subadviser's
ability to perform under its obligations under this Agreement;

(iii) any event that would constitute a change in control of
Subadviser;

(iv) any change in the portfolio manager of the Portfolio; and

(b) Subadviser agrees that it will promptly supply Manager with copies of
any material changes to any of the documents provided by Subadviser pursuant to
Section 3.1.

X. MISCELLANEOUS PROVISIONS

10.1 USE OF SUBADVISER'S NAME. Neither the Trust nor Manager will use the
name of Subadviser, or any affiliate of Subadviser, in any prospectus,
advertisement sales literature or other communication to the public except in
accordance with such policies and procedures as shall be mutually agreed to in
writing by the Subadviser and the Manager.

10.2 USE OF TRUST OR MANAGER'S NAME. Subadviser will not use the name of
Manager, the Trust or the Portfolio in any prospectus, advertisement, sales
literature or other communication to the public except in accordance with such
policies and procedures as shall be mutually agreed to in writing by the
Subadviser and the Manager.

10.3 AMENDMENTS. This Agreement may be modified by mutual consent of the
Manager, the Subadviser and the Portfolio subject to the provisions of Section
15 of the Investment Company Act, as modified by or interpreted by any
applicable order or orders of the Commission or any rules or regulations adopted
by, or interpretive releases of, the Commission.

10.4 ENTIRE AGREEMENT. This Agreement contains the entire understanding
and agreement of the parties with respect to the subject hereof.

10.5 CAPTIONS. The headings in the sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part of the
Agreement.

10.6 NOTICES. All notices required to be given pursuant to this Agreement
shall be delivered or mailed to the last known business address of the Trust,
Manager or Subadviser, as the case may be, in person or by registered mail or a
private mail or delivery service providing the sender with notice of receipt.
Notice shall be deemed given on the date delivered or mailed in accordance with
this Section 10.6.

10.7 SEVERABILITY. Should any portion of this Agreement, for any reason,
be held to be void at law or in equity, the Agreement shall be construed,
insofar as is possible, as if such portion had never been contained herein.

10.8 GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the Commonwealth of Massachusetts
(without giving effect to the choice of law provisions thereof), or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of the Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.

10.9 LIMITATION OF LIABILITY. The Declaration of Trust establishing the
Trust, dated March 21, 1988, a copy of which, together with all amendments, is
on file in the office of the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is not executed on behalf of any of
the Trustees as individuals and no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation or claim,
in connection with the affairs of the Trust or the Portfolio, but only the
assets belonging to the Portfolio shall be liable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.

SIGNATURE LINES OMITTED

APPENDIX A

Pursuant to Section 1.6 of the Subadvisory Agreement among Variable
Insurance Products Fund II (the "Trust"), on behalf of Index 500 Portfolio (the
"Portfolio"), Fidelity Management & Research Company ("Manager") and Bankers
Trust Company ("Subadviser"), Subadviser shall be compensated for the services
it performs on behalf of
the Portfolio as follows:

Subadviser agrees to look exclusively to Manager, and not to any assets of
the Trust or the Portfolio, for the payment of Subadviser's fees arising under
this Paragraph 1.

EXHIBIT ___

FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS(a)

[TO BE UPDATED IN A SUBSEQUENT FILING]

RATIO OF
NET ADVISORY
FISCAL AVERAGE NET ASSETS FEES TO AVERAGE NET
INVESTMENT OBJECTIVE AND FUND YEAR END(a) (MILLIONS)(b) ASSETS PAID TO FMR(c)
- ----------------------------- ----------- ------------------ ---------------------

INDEX FUNDS
Variable Insurance Products II: 12/31/96 $ 480.5 0.13%*
Index 500
Spartan U.S. Equity Index 2/28/97 5,035.0 0.01*
Spartan Market Index 4/30/97 1,491.9 0.45

(a) All fund data are as 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] MAIL: Return the fiscal year end notedsigned proxy card in the chart.
(b) Average net assets are computed on the basis of average net assets of each fund at the
close of business on each business day throughout its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from FMR pursuant to
voluntary or state expense limitations. Funds so affected are indicated by an (*).

enclosed envelope.

EXHIBIT _

BANKERS [TRUST COMPANY ADVISED/SUB-ADVISED MUTUAL FUNDS*

[TO BE UPDATED IN A SUBSEQUENT FILING]

Assets Advisory Fees
Fund as of 5/25/99 Payable to BT(a)
- ---------------------------------------------- ---------------------- ------------------------

S&P INDEX FUNDS
- ---------------

Equity Index Portfolio (b) $6,535,084,349.59 0.085%

Includes the following feeder funds: $2,376,406,676.21
BT Inst'l: Equity 500 Index Fund (c) $924,030,686.42
BT Pyramid Investment Equity 500
Index (d) $2,670,922,035.83
USAA S&P 500 Index (e) $318,025,886.62
Amer AADV: S&P 500 - AMR Class (f) $3,475,740.53
Amer AADV: S&P 500 - Mileage Fund (f) $241,297,029.28
Scudder S&P 500 Index (g)

VALIC S&P (Variable Annuity Life Insurance $4,318,817,502 0.02% 1st $2 billion
Company) (i) 0.01% over $2 billion

PacMut S&P (Pacific Mutual Life Insurance $1,548,635,978 0.07% 1st $100mm
Company) (i) 0.03% next $100mm
0.01% over $200mm
minimum $100,000
advisory fee

BT Insur: Equity 500 Index (Variable $108,602,298.52 0.20%
Annuity) (h)

S&P "INDEX BASED"NAME: FUND
- ----------------------

AARP U.S. Stock Index (j) $403,717,834 0.07% 1st $100mm
0.03% next $100mm
0.01% over $200mm
minimum $75,000
advisory fee

EAFE INDEX FUNDS
- ----------------
BT Inv Port: EAFE Equity Index Portfolio (b) $59,334,019.05 0.25%

Includes the following feeder fund:
BT ADV: EAFE Equity Index Fund - Inst'l $59,358,576.25
Cl (c)
BT Insur: EAFE Equity Index Fund (Variable $43,998,229.14 0.45%
Annuity) (h)

Assets Advisory Fees
Fund as of 5/25/99 Payable to BT(a)
- ---------------------------------------------- ---------------------- ------------------------

RUSSELL 2000 INDEX FUNDS
- ------------------------

BT Inv Port: Small Cap Index Portfolio (b) $119,163,061.81 0.15%

Includes the following feeder fund:
BT ADV: Small Cap Index Fund - Inst'l $88,773,064.53
Cl (c)

BT Insur: Small Cap Index Fund (Variable $31,302,185.68 0.35%
Annuity) (h)

(a) Reflects reductions for any expense reimbursement paid by or due from the
pursuant to expense limitations. Funds so affected are indicated by an (*).
(b) Master portfolio not available for direct retail purchase. (c) Feeder fund
available to institutional investors through BT. (d) Feeder fund available
to retail investors through BT.
(e) Feeder fund available to customers of United States Automobile Association
and retail public. (f) Feeder fund available to customers of American
Airlines.
(g) Feeder fund available to customers of Scudder, Stevens & Clark; commenced
operations on August 29, 1997.
(h) Available only through variable annuity products; the EAFE Equity Index Fund
and Small Cap Index Fund of the BT Insurance Funds Trust commenced
operations on August 22, 1997.
(i) Available only through variable annuity products.
(j) Sub-advised fund available to members of American Association of Retired
Persons.
* Includes sub-advised funds that commenced operations prior to 1/1/99.

EXHIBIT

BANKERS TRUST COMPANY - DIRECTORS NAME AND PRINCIPAL OCCUPATION BUSINESS ADDRESS
- ----------------------------- ----------------

Mr. Lee A. Ault III, Investor 190l Avenue of the Stars
Suite 1800
Los Angeles, CA 90067-6018

Mr. Neil R. Austrian, President and National Football League
Chief Operating Officer, National 280 Park Avenue - FL. 17E
Football League New York, NY 10017

Mr. George B. Beitzel, Director of 29 King Street
Various Corporations Chappaqua, NY 10514-3432

Dr. Phillip A. Griffiths, Director, Institute for Advanced Study
Institute for Advanced Study Olden Lane
Princeton, NJ 08540

Mr. William R. Howell, Chairman J.C. Penney Company, Inc.
Emeritus, J.C. Penney Company, P.O. Box 10001
Inc. Dallas, TX 75301-1109

Vernon E. Jordan, Jr., Esq., Senior Akin, Gump, Strauss, Hauer &
Partner, Akin, Gump, Strauss, Feld, LLP
Hauer & Feld, LLP, Attorneys-at-law 1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036

Mr. Hamish Maxwell, Retired Chairman Philip Morris Companies, Inc.
and Chief Executive Officer, 120 Park Avenue
Philip Morris Companies, Inc. New York, NY 10017

Mr. Frank N. Newman, Chairman of the Bankers Trust Company
Board, Chief Executive Officer and 130 Liberty Street
President, Bankers Trust New York, NY 10006
Corporation and Bankers Trust
Company

Mr. N.J. Nicholas Jr., Investor 45 West 67th Street - Suite 19F
New York, NY 10023

Mr. Russell E. Palmer, Chairman and The Palmer Group
Chief Executive Officer, The 3600 Market Street, Suite 530
Palmer Group Philadelphia, PA 19104

Mr. Donald L. Staheli, Retired 39 Locust Avenue
Chairman of the Board and Chief Suite 204
Executive Officer, Continental New Canaan, CT 06840
Grain Company

Mrs. Patricia Carry Stewart, Former Bankers Trust Company
Vice President, The Edna McConnell 130 Liberty Street
Clark Foundation New York, NY 10006

Mr. G. Richard Thoman, President, Xerox Corporation
Chief Executive Officer and 800 Long Ridge Road
Director, Xerox Corporation Stamford, CT 06904

NAME AND PRINCIPAL OCCUPATION BUSINESS ADDRESS
- ----------------------------- ----------------

Mr. George J. Vojta, Vice Chairman of Bankers Trust Company
the Board, Bankers Trust 130 Liberty Street
Corporation and Bankers Trust New York, NY 10006
Company

Mr. Paul A. Volcker, Director of 610 Fifth Avenue
Various Corporations Suite 420
New York, NY 10020

- 2 -

Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
VARIABLE INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIO
Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Gerald C. McDonough and Eric D. Roiter and William S. Stavropoulos, or any one or more of them, attorneys, with full power of substitution, to vote all shares of VARIABLE
INSURANCE PRODUCTS FUND II: INDEX 500 PORTFOLIOVariable 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 thean office of the trust at 82 Devonshire St.,27 State Street, 10th Floor, Boston, MA 02109, on September
15, 1999November 17, 2004 at 11:00 a.m.10:30 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 proposals 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.

NOTE: Please sign exactly as your name
appears on this Proxy. When signing in a
fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian,
etc., please so indicate. Corporate and
partnership proxies should be signed by an
authorized person indicating the person's
title.

Date _________________________________, 1999

____________________________________________

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip # 922175302 /fund # 157

........................................................................... ........................................................................... (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-SP
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSALS.
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:
- --------------------------------------------------------------------------------

1(a). To approve an interim FOR[ ] AGAINST[ ] ABSTAIN[] 1(a).
sub-advisory agreement with
Bankers Trust Company for the
fund.

1(b). To approve a new sub-advisory FOR[ ] AGAINST[ ] ABSTAIN[] 1(b).
agreement with Bankers Trust
Company for the fund.

2. To approve a new "manager-of- FOR[ ] AGAINST[ ] ABSTAIN[] 2.
managers" arrangement for the fund.

VIP500-PXC-0799 cusip # 922175302 /fund # 157

RATIO OF NET ADVISORY FISCAL AVERAGE NET ASSETS FEES TO AVERAGE NET INVESTMENT OBJECTIVE AND FUND YEAR END(a) (MILLIONS)(b) ASSETS PAID TO FMR(c) - ----------------------------- ----------- ------------------ --------------------- INDEX FUNDS Variable Insurance Products II: 12/31/96 $ 480.5 0.13%* Index 500 Spartan U.S. Equity Index 2/28/97 5,035.0 0.01* Spartan Market Index 4/30/97 1,491.9 0.45 (a) All fund data are as
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]	MAIL:	Return the ~~fiscal year end noted~~signed proxy card in the chart. (b) Average net assets are computed on the basis of average net assets of each fund at the close of business on each business day throughout its fiscal period. (c) Reflects reductions for any expense reimbursement paid by or due from FMR pursuant to voluntary or state expense limitations. Funds so affected are indicated by an (*). enclosed envelope.

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...........................................................................

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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.
				FOR	AGAINST	ABSTAIN
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 the nominees specified below as Trustees:
	(01) J. Michael Cook (02) Ralph F. Cox (03) Laura B. Cronin (04) Robert M. Gates (05) George H. Heilmeier	(06) Abigail P. Johnson (07) Edward C. Johnson 3d (08) Donald J. Kirk (09) Marie L. Knowles (10) Ned C. Lautenbach	(11) Marvin L. Mann (12) William O. McCoy (13) Robert L. Reynolds (14) William S. Stavropoulos (15) Dennis J. Dirks (effective 01/01/05) (16) Cornelia M. Small (effective 01/01/05)	FOR all nominees listed (except as marked to the contrary 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.)
3.	To amend the fund's fundamental investment limitation concerning lending.			(_)	(_)	(_)

PLEASE SIGN ON THE REVERSE SIDE.

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.VIPII-PXS-0904

156, 363, 159, 468, 364, 158, 470, 365, 157, 822, 366, 155, 827, 367

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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:

[X]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material under Rule 14a-12

	Variable Insurance Products Fund II
	(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:

		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 u/t/d 12/28/78	Ann B. Collins, Trustee
C.	1)	Anthony B. Craft, Cust.	Anthony B. Craft
		f/b/o Anthony B. Craft, Jr.
		UGMA

Fund Name	Expense Cap
Asset Manager Portfolio: Initial Class	1.00%
Asset Manager Portfolio: Service Class	1.10%
Asset Manager Portfolio: Service Class 2	1.25%
Asset Manager: Growth Portfolio: Initial Class	1.00%
Asset Manager: Growth Portfolio: Service Class	1.10%
Asset Manager: Growth Portfolio: Service Class 2	1.25%
Contrafund Portfolio: Initial Class	1.00%
Contrafund Portfolio: Service Class	1.10%
Contrafund Portfolio: Service Class 2	1.25%
Contrafund Portfolio: Service Class 2R	1.25%
Index 500 Portfolio: Initial Class	0.28%
Index 500 Portfolio: Service Class	0.38%
Index 500 Portfolio: Service Class 2	0.53%
Investment Grade Bond Portfolio: Initial Class	0.80%
Investment Grade Bond Portfolio: Service Class	0.90%
Investment Grade Bond Portfolio: Service Class 2	1.05%

	Number of Shares
Asset Manager Portfolio: Initial Class
Asset Manager Portfolio: Service Class
Asset Manager Portfolio: Service Class 2
Asset Manager: Growth Portfolio: Initial Class
Asset Manager: Growth Portfolio: Service Class
Asset Manager: Growth Portfolio: Service Class 2
Contrafund Portfolio: Initial Class
Contrafund Portfolio: Service Class
Contrafund Portfolio: Service Class 2
Contrafund Portfolio: Service Class 2R
Index 500 Portfolio: Initial Class
Index 500 Portfolio: Service Class
Index 500 Portfolio: Service Class 2
Investment Grade Bond Portfolio: Initial Class
Investment Grade Bond Portfolio: Service Class
Investment Grade Bond Portfolio: Service Class 2

Name, Age; Principal Occupation**
Edward C. Johnson 3d (74)***
	Year of Election or Appointment: 1988 Trustee of Variable Insurance Products Fund II. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
Abigail P. Johnson (42)***
	Year of Election or Appointment: 2001 Trustee of Variable Insurance Products Fund II. Senior Vice President of Asset Manager Portfolio (2001), Asset Manager: Growth Portfolio (2001), Contrafund Portfolio (2001), Index 500 Portfolio (2001), and Investment Grade Bond Portfolio (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
Laura B. Cronin (50)
	Year of Election or Appointment: 2003 Trustee of Variable Insurance Products Fund II. Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
Robert L. Reynolds (52)
	Year of Election or Appointment: 2003 Trustee of Variable Insurance Products Fund II. Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

Name, Age; Principal Occupation*
J. Michael Cook (61)**
	Year of Election or Appointment: 2001 Trustee of Variable Insurance Products Fund II. Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), The Dow Chemical Company (2000), and Northrop Grumman Corporation (global defense technology, 2003). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.
Ralph F. Cox (72)***
	Year of Election or Appointment: 1991 Trustee of Variable Insurance Products Fund II. Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.
Dennis J. Dirks (56)⁺
	Year of Election or Appointment to the Advisory Board: 2004 Member of the Advisory Board of Variable Insurance Products Fund II. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).
Robert M. Gates (60)
	Year of Election or Appointment: 1997 Trustee of Variable Insurance Products Fund II. Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
George H. Heilmeier (68)
	Year of Election or Appointment: 2004 Trustee of Variable Insurance Products Fund II.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), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).
Donald J. Kirk (71)***
	Year of Election or Appointment: 1988 Trustee of Variable Insurance Products Fund II. Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. (leadership education for arts and culture). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).
Marie L. Knowles (57)
	Year of Election or Appointment: 2001 Trustee of Variable Insurance Products Fund II. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (60)
	Year of Election or Appointment: 2000 Trustee of Variable Insurance Products Fund II. Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
Marvin L. Mann (71)
	Year of Election or Appointment: 1993 Trustee of Variable Insurance Products Fund II. Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
William O. McCoy (70)
	Year of Election or Appointment: 1997 Trustee of Variable Insurance Products Fund II. Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
Cornelia M. Small (60)⁺
	Year of Election or Appointment to the Advisory Board: 2004 Member of the Advisory Board of Variable Insurance Products Fund II. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (65)
	Year of Election or Appointment: 2001 Trustee of Variable Insurance Products Fund II. Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Interested Nominees
DOLLAR RANGE OF FUND SHARES	Edward C. Johnson 3d	Abigail P. Johnson	Laura B. Cronin	Robert L. Reynolds
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY

Non-Interested Nominees
DOLLAR RANGE OF FUND SHARES	J. Michael Cook	Ralph F. Cox	Dennis J. Dirks	Robert M. Gates	George H. Heilmeier	Donald J. Kirk
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY
Non-Interested Nominees
DOLLAR RANGE OF FUND SHARES	Marie L. Knowles	Ned C. Lautenbach	Marvin L. Mann	William O. McCoy	Cornelia M. Small	William S. Stavropoulos
Asset Manager Portfolio
Asset Manager: Growth Portfolio
Contrafund Portfolio
Index 500 Portfolio
Investment Grade Bond Portfolio
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY

Compensation Table*
AGGREGATE COMPENSATION FROM A FUND	J. Michael Cook	Ralph F. Cox	Phyllis Burke Davis**	Dennis J. Dirks ***	Robert M. Gates	George H. Heilmeier ****	Donald J. Kirk
Asset Manager Portfolio^C	$	$	$	$	$	$	$
Asset Manager: Growth Portfolio	$	$	$	$	$	$	$
Contrafund Portfolio^D	$	$	$	$	$	$	$
Index 500 Portfolio^E	$	$	$	$	$	$	$
Investment Grade Bond Portfolio	$	$	$	$	$	$	$
TOTAL COMPENSATION FROM THE FUND COMPLEX^A	$	$	$	$	$	$	$

Compensation Table*
AGGREGATE COMPENSATION FROM A FUND	Marie L. Knowles	Ned C. Lautenbach	Marvin L. Mann	William O. McCoy	Cornelia M. Small*****	William S. Stavropoulos
Asset Manager Portfolio^C	$	$	$	$	$	$
Asset Manager: Growth Portfolio	$	$	$	$	$	$
Contrafund Portfolio^D	$	$	$	$	$	$
Index 500 Portfolio^E	$	$	$	$	$	$
Investment Grade Bond Portfolio	$	$	$	$	$	$
TOTAL COMPENSATION FROM THE FUND COMPLEX^A	$	$	$	$^B	$	$

Name, Age; Principal Occupation*
Peter S. Lynch (61)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Variable Insurance Products Fund II. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity^® Magellan^® Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
Philip L. Bullen (45)
	Year of Election or Appointment: 2001 Vice President of Index 500 Portfolio. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).
Dwight D. Churchill (50)
	Year of Election or Appointment: 1997 Vice President of Investment Grade Bond Portfolio. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
Bart A. Grenier (45)
	Year of Election or Appointment: 2001 Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Grenier also serves as Vice President of certain Equity Funds (2001), a position he previously held from 1999 to 2000, and Vice President of certain High Income Funds (2002). He is Senior Vice President of FMR (1999) and FMR Co., Inc. (2001), and President and Director of Strategic Advisers, Inc. (2002). He also heads Fidelity's Asset Allocation Group (2000), Fidelity's Growth and Income Group (2001), Fidelity's Value Group (2001), and Fidelity's High Income Division (2001). Previously, Mr. Grenier served as President of Fidelity Ventures (2000), Vice President of certain High Income Funds (1997-2000), High Income Division Head (1997-2000), Group Leader of the Income-Growth and Asset Allocation-Income Groups (1996-2000), and Assistant Equity Division Head (1997-2000).
John B. McDowell (45)
	Year of Election or Appointment: 2002 Vice President of Contrafund Portfolio. Mr. McDowell also serves as Vice President of certain Equity Funds (2002). He is Senior Vice President of FMR (1999), FMR Co., Inc. (2001), and Fidelity Management Trust Company (FMTC). Since joining Fidelity Investments in 1985, Mr. McDowell has worked as a research analyst and manager.
Charles S. Morrison (43)
	Year of Election or Appointment: 2002 Vice President of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Investment Grade Bond Portfolio. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.
David L. Murphy (56)
	Year of Election or Appointment: 2003 Vice President of Asset Manager Porfolio and Asset Manager: Growth Portfolio. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
William Danoff (43)
	Year of Election or Appointment: 1995 Vice President of Contrafund Portfolio. Mr. Danoff also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Danoff managed a variety of Fidelity funds.
Richard C. Habermann (63)
	Year of Election or Appointment: 2001 Vice President of Asset Manager Portfolio and 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 managed a variety of Fidelity funds.
Frederick D. Hoff Jr. (39)
	Year of Election or Appointment: 2003 Vice President of Asset Manager: Growth Portfolio. Mr. Hoff also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Hoff managed a variety of Fidelity funds.
Charles Mangum (39)
	Year of Election or Appointment: 2002 Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Mangum also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Morrison managed a variety of Fidelity funds.
Mark J. Notkin (39)
	Year of Election or Appointment: 2001 Vice President of Asset Manager Portfolio. Mr. Notkin also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Notkin managed a variety of Fidelity funds.
Ford O'Neil (41)
	Year of Election or Appointment: 2001 Vice President of Asset Manager Portfolio, Asset Manager: Growth Portfolio, and Investment Grade Bond Portfolio. Mr. O'Neil also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. O'Neil managed a variety of Fidelity funds.
John J. Todd (54)
	Year of Election or Appointment: 1996 Vice President of Asset Manager Portfolio and Asset Manager: Growth Portfolio. Mr. Todd also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Todd managed a variety of Fidelity funds.
Eric D. Roiter (55)
	Year of Election or Appointment: 1998 Secretary of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management, Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
Stuart Fross (45)
	Year of Election or Appointment: 2003 Assistant Secretary of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
Christine Reynolds (46)
	Year of Election or Appointment: 2004 President, Treasurer, and Anti-Money Laundering (AML) officer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
Timothy F. Hayes (53)
	Year of Election or Appointment: 2002 Chief Financial Officer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). In 2001, Mr. Hayes was appointed President of Fidelity Investments Operations Group (FIOG), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
John R. Hebble (46)
	Year of Election or Appointment: 2003 Deputy Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
Kimberley H. Monasterio (40)
	Year of Election or Appointment:2004 Deputy Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
John H. Costello (58)
	Year of Election or Appointment: 1988, 1989, 1992, or 1995 Assistant Treasurer of Asset Manager Portfolio (1989), Asset Manager: Growth Portfolio (1995), Contrafund Portfolio (1995), Index 500 Portfolio (1992), and Investment Grade Bond Portfolio (1988). Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Francis V. Knox, Jr. (57)
	Year of Election or Appointment: 2002 Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).
Peter L. Lydecker (50)
	Year of Election or Appointment: 2004 Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (49)
	Year of Election or Appointment: 2002 Assistant Treasurer of Asset Manager Portfolio, Asset Manager: Growth Portfolio, Contrafund Portfolio, Index 500 Portfolio, and Investment Grade Bond Portfolio. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Thomas J. Simpson (46)
	Year of Election or Appointment: 1998 or 2000 Assistant Treasurer of Asset Manager Portfolio (2000), Asset Manager: Growth Portfolio (2000), Contrafund Portfolio (2000), Index 500 Portfolio (2000), and Investment Grade Bond Portfolio (1998). Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

Fund	2003
Asset Manager Portfolio	%
Asset Manager: Growth Portfolio	%
Contrafund Portfolio	%
Index 500 Portfolio	%
Investment Grade Bond Portfolio	%

Fund	2003^A	2002^A
Asset Manager Portfolio	$	$
Asset Manager: Growth Portfolio	$	$
Contrafund Portfolio	$	$
Index 500 Portfolio	$	$
Investment Grade Bond Portfolio	$	$
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$	$

Fund	2003^A,B	2002^A,B
Asset Manager Portfolio	$	$
Asset Manager: Growth Portfolio	$	$
Contrafund Portfolio	$	$
Index 500 Portfolio	$	$
Investment Grade Bond Portfolio	$	$

Fund	2003	2002
Asset Manager Portfolio	%	%
Asset Manager: Growth Portfolio	%	%
Contrafund Portfolio	%	%
Index 500 Portfolio	%	%
Investment Grade Bond Portfolio	%	%

Billed By	2003^A,B	2003^A,B	2002^A,B	2002^A,B
	Covered Services	Non-Covered Services	Covered Services	Non-Covered Services
Deloitte Entities	$	$	$	$

VIPII-PXS-0904	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\	CUSIP #922175203/FUND #156
1.750688.101		CUSIP #922175609/FUND #467
		CUSIP #922175872/FUND #363
		CUSIP #922175401/FUND #159
		CUSIP #922175708/FUND #468
		CUSIP #922175864/FUND #364
		CUSIP #922175500/FUND #158
		CUSIP #922175807/FUND #470
		CUSIP #922175849/FUND #365
		CUSIP #922175302/FUND #157
		CUSIP #922175831/FUND #822
		CUSIP #922175856/FUND #366
		CUSIP #922175104/FUND #155
		CUSIP #922175823/FUND #827
		CUSIP #922175880/FUND #367