NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the above funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Money Market Portfolio, Overseas Portfolio, and Value Portfolio (the funds), will be held at an office of Variable Insurance Products Fund (the trust), 27 State Street, 10th Floor, Boston, Massachusetts 02109 on November 17, 2004, at 10:15 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. To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.

2. To elect a Board of Trustees.

3. To approve a new sub-advisory agreement among Fidelity Management & Research Company (FMR), Fidelity Management & Research (U.K.) Inc. (FMR U.K.), and Variable Insurance Products Fund on behalf of Equity-Income Portfolio and Growth Portfolio.

4. To approve a new sub-advisory agreement among FMR, Fidelity Management & Research (Far East) Inc. (FMR Far East) and Variable Insurance Products Fund on behalf of Equity-Income Portfolio and Growth Portfolio.

5. To approve a new amended and restated sub-advisory agreement between FMR Far East and Fidelity Investments Japan Limited (FIJ) for Equity-Income Portfolio and Growth Portfolio.

6. To approve a new master international research agreement between FMR and Fidelity International Investment Advisors (FIIA) on behalf of Equity-Income Portfolio and Growth Portfolio.

<R> 7. To approve a new sub-research agreement between FIIA and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L) on behalf of Equity-Income Portfolio and Growth Portfolio.</R>

8. To approve a new sub-research agreement between FIIA and FIJ on behalf of Equity-Income Portfolio and Growth Portfolio.

9. To amend Equity-Income Portfolio's, Growth Portfolio's, High Income Portfolio's, and Overseas Portfolio's fundamental investment limitation concerning borrowing.

10. To amend Equity-Income Portfolio's, Growth Portfolio's, High Income Portfolio's, Money Market Portfolio's, and Overseas Portfolio's fundamental investment limitation concerning lending.

The Board of Trustees has fixed the close of business on September 20, 2004 as the record date for the determination of the shareholders of each of the funds and classes, if applicable, entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

September 20, 2004

Your vote is important - please vote your shares promptly.

Any variable product owners, who have a voting interest in variable accounts holding shares of the trust, 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.