DEFA14A 1 main.htm

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant

[X]

Filed by a Party other than the Registrant

[ ]

Check the appropriate box:

[ ]

Preliminary Proxy Statement

[ ]

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

[ ]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[X]

Soliciting Material under Rule 14a-12

Variable Insurance Products Fund

(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:

Date

«Name»

«Company»

«ADDRESS1»

«ADDRESS2»

«City»

Dear «Sal»:

This letter is to inform you that on November 15, 2006 there will be a special meeting of contract holders of portfolios within the following three Fidelity VIP Trusts: Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III. The portfolios in each trust include those listed in the table attached to this letter. The purpose of these meetings is to consider and act upon the election of trustees.

Prior to the meetings, a proxy of contract holders of record at the close of business on September 18, 2006 will be required. Although Fidelity will incur the costs of the printing and mailing of the proxy statements in addition to the tabulation of contract holder votes, your company will still need to be actively involved in the process. Since we are still in the planning stage, it would be beneficial to get some estimated quantities as soon as possible, so that we can order the necessary number of statements for your policyholders. Please refer to your participation agreement for questions regarding your company's responsibilities.

We encourage you to utilize the services of MIS, an ADP Company, in Hingham, Massachusetts to handle the distribution of the proxy materials to, and the tabulation of votes from, your contract holders. MIS has been a Fidelity mutual fund proxy solicitor for many years and is the nation's leading mailer and tabulator of variable product proxies as well. MIS is very knowledgeable in all areas of annuity proxy solicitation and will provide a turnkey service including all of the proportional voting of your separate account share positions to Fidelity.

We know that many of the insurance companies that have separate accounts invested in Fidelity's Variable Insurance Products already have existing business relationships with MIS. If you currently use MIS to manage your proxies, please call Stephanie Camerlengo at 781-740-3431 at your earliest convenience to discuss the specifics of your portion of this proxy.

If you are not familiar with MIS, Stephanie will be pleased to provide you with a complete outline of their services and a cost estimate based on your needs. You will find MIS particularly helpful in assisting your data processing people with organizing and submitting your contract holder data in the proper format. Moreover, their ability to systematically prepare all of your proportional voting summaries will save you considerable time and effort. Should you have any qualms about sending your files to an outside service, then MIS will prepare and sign a confidentiality agreement for your records.

Hopefully, you will consider using MIS for this process. However, if you have any additional questions or concerns, please do not hesitate to contact me at 401-292-6344.

Sincerely,

/s/ Brian Haseltine

Brian Haseltine

Contract holders should read the proxy statement when it is available because it contains important information. The proxy statement will be available, without charge, from the EDGAR Database on the SEC's website (http://www.sec.gov) or by contacting Fidelity at 800-522-7297. The solicitation of proxies is being made on behalf of the Board of Trustees of Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III.

Fund #

Trust

Fund/Class Name

Cusip #

150

Variable Insurance Products Fund

Equity-Income Portfolio: Initial Class

922174305

1452

Variable Insurance Products Fund

Equity-Income Portfolio: Investor Class

922174453

471

Variable Insurance Products Fund

Equity-Income Portfolio: Service Class

922174602

356

Variable Insurance Products Fund

Equity-Income Portfolio: Service Class 2

922174859

1047

Variable Insurance Products Fund

Equity-Income Portfolio: Service Class 2 R

922174735

151

Variable Insurance Products Fund

Growth Portfolio: Initial Class

922174404

1453

Variable Insurance Products Fund

Growth Portfolio: Investor Class

922174446

472

Variable Insurance Products Fund

Growth Portfolio: Service Class

922174701

357

Variable Insurance Products Fund

Growth Portfolio: Service Class 2

922174867

1045

Variable Insurance Products Fund

Growth Portfolio: Service Class 2 R

922174776

152

Variable Insurance Products Fund

High Income Portfolio: Initial Class

922174206

1336

Variable Insurance Products Fund

High Income Portfolio: Initial Class R

922174727

1454

Variable Insurance Products Fund

High Income Portfolio: Investor Class

922174438

492

Variable Insurance Products Fund

High Income Portfolio: Service Class

922174800

358

Variable Insurance Products Fund

High Income Portfolio: Service Class 2

922174842

1338

Variable Insurance Products Fund

High Income Portfolio: Service Class 2 R

922174693

1337

Variable Insurance Products Fund

High Income Portfolio: Service Class R

922174719

153

Variable Insurance Products Fund

Money Market Portfolio

922174107

1455

Variable Insurance Products Fund

Money Market Portfolio: Investor Class

922174420

713

Variable Insurance Products Fund

Money Market Portfolio: Service Class

922174826

359

Variable Insurance Products Fund

Money Market Portfolio: Service Class 2

922174834

154

Variable Insurance Products Fund

Overseas Portfolio: Initial Class

922174503

1048

Variable Insurance Products Fund

Overseas Portfolio: Initial Class R

922174768

1472

Variable Insurance Products Fund

Overseas Portfolio: Investor Class R

922174396

495

Variable Insurance Products Fund

Overseas Portfolio: Service Class

922174883

362

Variable Insurance Products Fund

Overseas Portfolio: Service Class 2

922174875

1051

Variable Insurance Products Fund

Overseas Portfolio: Service Class 2 R

922174743

1049

Variable Insurance Products Fund

Overseas Portfolio: Service Class R

922174750

898

Variable Insurance Products Fund

Value Portfolio: Initial Class

922174818

1456

Variable Insurance Products Fund

Value Portfolio: Investor Class

922174412

900

Variable Insurance Products Fund

Value Portfolio: Service Class

922174792

904

Variable Insurance Products Fund

Value Portfolio: Service Class 2

922174784

156

Variable Insurance Products Fund II

Asset Manager Portfolio: Initial Class

922175203

1457

Variable Insurance Products Fund II

Asset Manager Portfolio: Investor Class

922175799

467

Variable Insurance Products Fund II

Asset Manager Portfolio: Service Class

922175609

363

Variable Insurance Products Fund II

Asset Manager Portfolio: Service Class 2

922175872

159

Variable Insurance Products Fund II

Asset Manager: Growth Portfolio: Initial Class

922175401

1458

Variable Insurance Products Fund II

Asset Manager: Growth Portfolio: Investor Class

922175781

468

Variable Insurance Products Fund II

Asset Manager: Growth Portfolio: Service Class

922175708

364

Variable Insurance Products Fund II

Asset Manager: Growth Portfolio: Service Class 2

922175864

158

Variable Insurance Products Fund II

Contrafund Portfolio: Initial Class

922175500

1459

Variable Insurance Products Fund II

Contrafund Portfolio: Investor Class

922175773

470

Variable Insurance Products Fund II

Contrafund Portfolio: Service Class

922175807

365

Variable Insurance Products Fund II

Contrafund Portfolio: Service Class 2

922175849

1046

Variable Insurance Products Fund II

Contrafund Portfolio: Service Class 2 R

922175815

1529

Variable Insurance Products Fund II

Disciplined Small Cap Portfolio: Initial Class

922175757

1532

Variable Insurance Products Fund II

Disciplined Small Cap Portfolio: Investor Class

922175724

1530

Variable Insurance Products Fund II

Disciplined Small Cap Portfolio: Service Class

922175740

1531

Variable Insurance Products Fund II

Disciplined Small Cap Portfolio: Service Class 2

922175732

157

Variable Insurance Products Fund II

Index 500 Portfolio

922175302

822

Variable Insurance Products Fund II

Index 500 Portfolio: Service Class

922175831

366

Variable Insurance Products Fund II

Index 500 Portfolio: Service Class 2

922175856

155

Variable Insurance Products Fund II

Investment Grade Bond Portfolio

922175104

1460

Variable Insurance Products Fund II

Investment Grade Bond Portfolio: Investor Class

922175765

827

Variable Insurance Products Fund II

Investment Grade Bond Portfolio: Service Class

922175823

367

Variable Insurance Products Fund II

Investment Grade Bond Portfolio: Service Class 2

922175880

487

Variable Insurance Products Fund III

Aggressive Growth Portfolio: Initial Class

922176748

1461

Variable Insurance Products Fund III

Aggressive Growth Portfolio: Investor Class

922176672

901

Variable Insurance Products Fund III

Aggressive Growth Portfolio: Service Class

922176730

231

Variable Insurance Products Fund III

Aggressive Growth Portfolio: Service Class 2

922176722

616

Variable Insurance Products Fund III

Balanced Portfolio: Initial Class

315802504

1462

Variable Insurance Products Fund III

Balanced Portfolio: Investor Class

922176664

469

Variable Insurance Products Fund III

Balanced Portfolio: Service Class

922176300

380

Variable Insurance Products Fund III

Balanced Portfolio: Service Class 2

922176607

786

Variable Insurance Products Fund III

Dynamic Capital Appreciation Portfolio: Initial Class

922176813

1463

Variable Insurance Products Fund III

Dynamic Capital Appreciation Portfolio: Investor Class

922176656

853

Variable Insurance Products Fund III

Dynamic Capital Appreciation Portfolio: Service Class

922176797

971

Variable Insurance Products Fund III

Dynamic Capital Appreciation Portfolio: Service Class 2

922176789

147

Variable Insurance Products Fund III

Growth & Income Portfolio: Initial Class

315802702

1464

Variable Insurance Products Fund III

Growth & Income Portfolio: Investor Class

922176649

473

Variable Insurance Products Fund III

Growth & Income Portfolio: Service Class

922176102

382

Variable Insurance Products Fund III

Growth & Income Portfolio: Service Class 2

922176706

617

Variable Insurance Products Fund III

Growth Opportunities Portfolio: Initial Class

315802207

1465

Variable Insurance Products Fund III

Growth Opportunities Portfolio: Investor Class

922176631

491

Variable Insurance Products Fund III

Growth Opportunities Portfolio: Service Class

922176201

385

Variable Insurance Products Fund III

Growth Opportunities Portfolio: Service Class 2

922176888

772

Variable Insurance Products Fund III

Mid Cap Portfolio: Initial Class

922176409

1466

Variable Insurance Products Fund III

Mid Cap Portfolio: Investor Class

922176623

773

Variable Insurance Products Fund III

Mid Cap Portfolio: Service Class

922176508

387

Variable Insurance Products Fund III

Mid Cap Portfolio: Service Class 2

922176805

1024

Variable Insurance Products Fund III

Value Strategies Portfolio : Initial Class

922176714

1025

Variable Insurance Products Fund III

Value Strategies Portfolio : Service Class

922176698

1026

Variable Insurance Products Fund III

Value Strategies Portfolio : Service Class 2

922176680

1467

Variable Insurance Products Fund III

Value Strategies Portfolio: Investor Class

922176615