UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05511

Variable Insurance Products Fund II

(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette, Secretary

245 Summer St.

Boston, Massachusetts 02210

(Name and address of agent for service)

Registrant's telephone number, including area code:

617-563-7000


Date of fiscal year end:	December 31

Date of reporting period:	December 31, 2021

Item 1.

Reports to Stockholders

Fidelity® Variable Insurance Products:

Disciplined Small Cap Portfolio

Annual Report

December 31, 2021

Contents

Note to Shareholders
Performance
Management's Discussion of Fund Performance
Investment Summary
Schedule of Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Note to Shareholders:

Early in 2020, the outbreak and spread of COVID-19 emerged as a public health emergency that had a major influence on financial markets, primarily based on its impact on the global economy and corporate earnings. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, citing sustained risk of further global spread. The pandemic prompted a number of measures to limit the spread of COVID-19, including travel and border restrictions, quarantines, and restrictions on large gatherings. In turn, these resulted in lower consumer activity, diminished demand for a wide range of products and services, disruption in manufacturing and supply chains, and – given the wide variability in outcomes regarding the outbreak – significant market uncertainty and volatility. To help stem the turmoil, the U.S. government took unprecedented action – in concert with the U.S. Federal Reserve and central banks around the world – to help support consumers, businesses, and the broader economy, and to limit disruption to the financial system.

In general, the overall impact of the pandemic lessened in 2021, amid a resilient economy and widespread distribution of three COVID-19 vaccines granted emergency use authorization from the U.S. Food and Drug Administration (FDA) early in the year. Still, the situation remains dynamic, and the extent and duration of its influence on financial markets and the economy is highly uncertain, due in part to a recent spike in cases based on highly contagious variants of the coronavirus.

Extreme events such as the COVID-19 crisis are exogenous shocks that can have significant adverse effects on mutual funds and their investments. Although multiple asset classes may be affected by market disruption, the duration and impact may not be the same for all types of assets. Fidelity is committed to helping you stay informed amid news about COVID-19 and during increased market volatility, and we continue to take extra steps to be responsive to customer needs. We encourage you to visit us online, where we offer ongoing updates, commentary, and analysis on the markets and our funds.

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. During periods of reimbursement by Fidelity, a fund’s total return will be greater than it would be had the reimbursement not occurred. Performance numbers are net of all underlying fund operating expenses, but do not include any insurance charges imposed by your insurance company’s separate account. If performance information included the effect of these additional charges, the total returns would have been lower. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

For the periods ended December 31, 2021	Past 1 year	Past 5 years	Past 10 years
Initial Class	20.66%	10.46%	13.11%
Service Class	20.53%	10.36%	13.00%
Service Class 2	20.39%	10.19%	12.80%
Investor Class	20.62%	10.38%	13.02%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Disciplined Small Cap Portfolio - Initial Class on December 31, 2011.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$34,279	VIP Disciplined Small Cap Portfolio - Initial Class
	$34,652	Russell 2000® Index

Management's Discussion of Fund Performance

Market Recap: The S&P 500^® index gained 28.71% in 2021, with U.S. equities rising on improving economic growth, strong corporate earnings, widespread COVID-19 vaccination, and accommodative fiscal and monetary stimulus. In the first quarter, the index gained 6.17%. Investors were buoyed by the rollout of vaccines, the U.S. Federal Reserve’s pledge to hold short-term interest rates near zero until the economy recovered, and the federal government’s deployment of trillions of dollars to boost the economy. A flattish May reflected concerns about inflation and jobs, but the rally resumed through August amid strong earnings. In September, the index returned -4.65% as sentiment turned broadly negative due to a host of factors. These included inflationary pressure from surging commodity prices, rising bond yields, supply constraints and disruption, and the fast-spreading delta variant of the coronavirus. The Fed also signaled it could soon begin to taper the bond purchases it has made since the onset of the pandemic. The index sharply reversed course with a 7.01% gain in October, driven by strength in earnings. Then in November, the index stalled again, returning -0.69% amid the emergence of a new, more-highly transmissible variant, omicron, and rising inflation, which breached a 40-year high. The index advanced 4.48% in December, after studies suggested omicron resulted in fewer severe COVID-19 cases. All sectors had a double-digit return, led by energy (+55%) and real estate (+46%), whereas utilities (+18%) notably lagged.

Comments from the Geode Capital Management, LLC, passive equity index team: For the fiscal year ending December 31, 2021, the fund's share classes gained roughly 20% to 21%, outperforming the 14.82% result of the benchmark Russell 2000^® Index. Versus the benchmark, security selection was the primary contributor, especially in the information technology sector. Stock picking and an underweighting in health care also helped. Also helping was stock selection in the industrials sector, especially within the capital goods industry. The biggest individual relative contributor was an overweight position in Atkore (+171%). Atkore was among the fund's biggest holdings. Also boosting value was our outsized stake in SM Energy, which gained 380%. Another notable relative contributor was an overweighting in Synaptics (+201%), which was one of our largest holdings this period. In contrast, the primary detractor from performance versus the benchmark was our stock selection in energy. Security selection and an underweighting in materials and an underweighting in communication services also hurt relative performance. The fund's biggest individual relative detractor was an underweighting in GameStop, which gained approximately 1012% the past 12 months. GameStop was not held at period end. Also hindering performance was our lighter-than-benchmark stake in Avis Budget, which gained 456%. This was a stake we established the past year. Another notable relative detractor was our outsized stake in 2U (-52%), a position we established this period. Notable changes in positioning include increased exposure to the real estate sector and a lower allocation to consumer discretionary.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2021

	% of fund's net assets
Lattice Semiconductor Corp.	0.8
EMCOR Group, Inc.	0.8
Terreno Realty Corp.	0.7
National Storage Affiliates Trust	0.7
Glacier Bancorp, Inc.	0.7
Atkore, Inc.	0.7
Semtech Corp.	0.7
Qualys, Inc.	0.7
Agree Realty Corp.	0.7
Trupanion, Inc.	0.6
	7.1

Top Five Market Sectors as of December 31, 2021

	% of fund's net assets
Health Care	16.6
Information Technology	16.1
Financials	16.0
Industrials	15.9
Consumer Discretionary	10.7

Asset Allocation (% of fund's net assets)

As of December 31, 2021^*
	Stocks and Equity Futures	99.8%
	Short-Term Investments and Net Other Assets (Liabilities)	0.2%

* Foreign investments - 4.7%

Schedule of Investments December 31, 2021

Showing Percentage of Net Assets

Common Stocks - 98.2%
	Shares	Value
COMMUNICATION SERVICES - 3.4%
Diversified Telecommunication Services - 1.0%
Cogent Communications Group, Inc.	13,217	$967,220
Consolidated Communications Holdings, Inc. (a)	57,819	432,486
IDT Corp. Class B (a)(b)	7,054	311,505
Iridium Communications, Inc. (a)	16,235	670,343
Liberty Latin America Ltd. Class C (a)	65,412	745,697
Ooma, Inc. (a)	46,209	944,512
		4,071,763
Entertainment - 0.9%
AMC Entertainment Holdings, Inc. Class A (a)(b)	59,927	1,630,014
Lions Gate Entertainment Corp.:
Class A (a)(b)	52,323	870,655
Class B (a)	64,542	993,301
		3,493,970
Interactive Media & Services - 0.6%
TrueCar, Inc. (a)	120,324	409,102
Yelp, Inc. (a)(b)	55,898	2,025,744
Zedge, Inc. (a)(b)	11,373	96,671
		2,531,517
Media - 0.7%
AMC Networks, Inc. Class A (a)	15,245	525,038
iHeartMedia, Inc. (a)	33,553	705,955
John Wiley & Sons, Inc. Class A	6,463	370,136
TechTarget, Inc. (a)(b)	6,346	607,058
Tegna, Inc.	5,842	108,428
Thryv Holdings, Inc. (a)(b)	8,738	359,394
		2,676,009
Wireless Telecommunication Services - 0.2%
Telephone & Data Systems, Inc.	46,025	927,404

TOTAL COMMUNICATION SERVICES		13,700,663

CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.6%
Cooper-Standard Holding, Inc. (a)	4,450	99,725
Modine Manufacturing Co. (a)	28,217	284,710
Tenneco, Inc. (a)(b)	58,725	663,593
The Goodyear Tire & Rubber Co. (a)	64,634	1,377,997
		2,426,025
Automobiles - 0.3%
Fisker, Inc. (a)(b)	7,267	114,310
Winnebago Industries, Inc.	18,343	1,374,258
		1,488,568
Diversified Consumer Services - 0.8%
2U, Inc. (a)(b)	106,827	2,144,018
American Public Education, Inc. (a)(b)	7,602	169,145
Stride, Inc. (a)(b)	29,013	967,003
		3,280,166
Hotels, Restaurants & Leisure - 1.5%
Bloomin' Brands, Inc. (a)(b)	14,000	293,720
Hilton Grand Vacations, Inc. (a)	2,302	119,957
International Game Technology PLC (b)	62,649	1,811,183
Papa John's International, Inc.	2,069	276,149
RCI Hospitality Holdings, Inc.	4,272	332,703
Scientific Games Corp. Class A (a)	24,330	1,625,974
Wingstop, Inc.	9,076	1,568,333
		6,028,019
Household Durables - 2.4%
Century Communities, Inc.	11,171	913,676
Flexsteel Industries, Inc.	10,155	272,763
Green Brick Partners, Inc. (a)	74,871	2,270,837
Installed Building Products, Inc. (b)	9,271	1,295,344
M.D.C. Holdings, Inc.	14,731	822,432
M/I Homes, Inc. (a)	26,923	1,674,072
Meritage Homes Corp. (a)	14,283	1,743,383
TRI Pointe Homes, Inc. (a)	34,761	969,484
		9,961,991
Internet & Direct Marketing Retail - 1.0%
Quotient Technology, Inc. (a)	160,636	1,191,919
Revolve Group, Inc. (a)	13,984	783,663
Shutterstock, Inc.	18,423	2,042,742
		4,018,324
Leisure Products - 0.8%
American Outdoor Brands, Inc. (a)(b)	3,028	60,348
Johnson Outdoors, Inc. Class A (b)	8,083	757,296
Nautilus, Inc. (a)(b)	33,838	207,427
Smith & Wesson Brands, Inc.	17,830	317,374
Sturm, Ruger & Co., Inc. (b)	2,176	148,012
Vista Outdoor, Inc. (a)(b)	35,789	1,648,799
		3,139,256
Multiline Retail - 0.6%
Big Lots, Inc.	10,700	482,035
Dillard's, Inc. Class A (b)	3,503	858,305
Macy's, Inc.	39,025	1,021,675
		2,362,015
Specialty Retail - 2.6%
Abercrombie & Fitch Co. Class A (a)	16,289	567,346
Academy Sports & Outdoors, Inc. (a)	18,396	807,584
Asbury Automotive Group, Inc. (a)	4,865	840,331
Big 5 Sporting Goods Corp. (b)	18,367	349,157
Citi Trends, Inc. (a)	3,001	284,345
Designer Brands, Inc. Class A (a)(b)	17,762	252,398
Group 1 Automotive, Inc. (b)	9,306	1,816,717
Hibbett, Inc. (b)	13,403	964,078
Lithia Motors, Inc. Class A (sub. vtg.)	2,081	617,953
MarineMax, Inc. (a)	6,362	375,612
Murphy U.S.A., Inc.	3,794	755,917
Sally Beauty Holdings, Inc. (a)	38,546	711,559
Sonic Automotive, Inc. Class A (sub. vtg.)	18,726	926,001
The Container Store Group, Inc. (a)(b)	13,054	130,279
TravelCenters of America LLC (a)(b)	9,859	508,922
Zumiez, Inc. (a)(b)	14,888	714,475
		10,622,674
Textiles, Apparel & Luxury Goods - 0.1%
Lakeland Industries, Inc. (a)(b)	13,121	284,726
Rocky Brands, Inc.	4,097	163,061
		447,787

TOTAL CONSUMER DISCRETIONARY		43,774,825

CONSUMER STAPLES - 2.2%
Beverages - 0.5%
Coca-Cola Bottling Co. Consolidated	1,585	981,416
Duckhorn Portfolio, Inc. (a)	14,232	332,175
Primo Water Corp.	43,041	758,813
		2,072,404
Food & Staples Retailing - 0.8%
BJ's Wholesale Club Holdings, Inc. (a)	13,087	876,436
Ingles Markets, Inc. Class A (b)	9,191	793,551
Natural Grocers by Vitamin Cottage, Inc.	12,219	174,121
PriceSmart, Inc.	3,190	233,412
Sprouts Farmers Market LLC (a)	26,059	773,431
Weis Markets, Inc.	6,034	397,520
		3,248,471
Food Products - 0.3%
Hostess Brands, Inc. Class A (a)	32,290	659,362
John B. Sanfilippo & Son, Inc.	3,540	319,166
Sanderson Farms, Inc.	547	104,521
		1,083,049
Household Products - 0.0%
Central Garden & Pet Co. Class A (non-vtg.) (a)	2,321	111,060
Personal Products - 0.6%
MediFast, Inc.	7,980	1,671,251
Nu Skin Enterprises, Inc. Class A	4,696	238,322
The Beauty Health Co. (a)(b)	5,685	137,350
USANA Health Sciences, Inc. (a)	4,472	452,566
		2,499,489

TOTAL CONSUMER STAPLES		9,014,473

ENERGY - 4.8%
Energy Equipment & Services - 0.7%
Archrock, Inc.	41,124	307,608
Bristow Group, Inc. (a)	7,872	249,306
Dril-Quip, Inc. (a)	10,054	197,863
Helix Energy Solutions Group, Inc. (a)	120,390	375,617
Helmerich & Payne, Inc. (b)	17,226	408,256
Nabors Industries Ltd. (a)	7,741	627,718
Nabors Industries Ltd. warrants 6/11/26 (a)	5,910	22,044
Oceaneering International, Inc. (a)	58,898	666,136
		2,854,548
Oil, Gas & Consumable Fuels - 4.1%
Antero Resources Corp. (a)	20,087	351,523
Arch Resources, Inc. (b)	5,116	467,193
Callon Petroleum Co. (a)(b)	5,264	248,724
Centennial Resource Development, Inc. Class A (a)(b)	63,597	380,310
Chesapeake Energy Corp.	5,797	374,022
Civitas Resources, Inc. (b)	5,706	279,423
Comstock Resources, Inc. (a)(b)	61,373	496,508
DHT Holdings, Inc. (b)	65,257	338,684
Earthstone Energy, Inc. (a)	13,901	152,077
Equitrans Midstream Corp.	32,849	339,659
Golar LNG Ltd. (a)	81,553	1,010,442
Kosmos Energy Ltd. (a)(b)	168,084	581,571
Laredo Petroleum, Inc. (a)(b)	6,624	398,301
Magnolia Oil & Gas Corp. Class A	30,007	566,232
Matador Resources Co. (b)	38,062	1,405,249
Murphy Oil Corp.	27,202	710,244
Oasis Petroleum, Inc.	2,712	341,685
PBF Energy, Inc. Class A (a)	30,008	389,204
Peabody Energy Corp. (a)	21,565	217,160
Range Resources Corp. (a)	13,514	240,955
Renewable Energy Group, Inc. (a)(b)	35,384	1,501,697
Scorpio Tankers, Inc. (b)	10,400	133,224
SFL Corp. Ltd. (b)	121,860	993,159
SM Energy Co.	53,400	1,574,232
Southwestern Energy Co. (a)	146,094	680,798
Talos Energy, Inc. (a)	24,823	243,265
Tellurian, Inc. (a)(b)	112,062	345,151
Uranium Energy Corp. (a)(b)	114,920	384,982
W&T Offshore, Inc. (a)(b)	146,801	474,167
World Fuel Services Corp.	46,373	1,227,493
		16,847,334

TOTAL ENERGY		19,701,882

FINANCIALS - 16.0%
Banks - 8.4%
1st Source Corp.	8,159	404,686
Banc of California, Inc.	22,462	440,704
BancFirst Corp.	28,688	2,024,225
Banner Corp.	15,438	936,623
Berkshire Hills Bancorp, Inc.	13,186	374,878
Cadence Bank	22,239	662,500
Capital City Bank Group, Inc.	1,355	35,772
Cathay General Bancorp	16,019	688,657
CIT Group, Inc.	4,583	235,291
Columbia Banking Systems, Inc.	44,884	1,468,604
Community Bank System, Inc. (b)	7,777	579,231
Community Trust Bancorp, Inc.	4,792	208,979
Eastern Bankshares, Inc.	29,777	600,602
Financial Institutions, Inc.	10,284	327,031
First Bancorp, Puerto Rico	54,219	747,138
First Commonwealth Financial Corp.	12,023	193,450
First Financial Bankshares, Inc. (b)	49,434	2,513,225
Fulton Financial Corp.	72,019	1,224,323
Glacier Bancorp, Inc. (b)	51,387	2,913,643
Great Southern Bancorp, Inc. (b)	15,367	910,495
Hancock Whitney Corp.	40,979	2,049,770
Hilltop Holdings, Inc.	44,779	1,573,534
International Bancshares Corp.	28,447	1,205,868
Investors Bancorp, Inc.	5,206	78,871
Lakeland Financial Corp. (b)	8,282	663,719
Mercantile Bank Corp.	1,928	67,538
Midland States Bancorp, Inc.	6,246	154,838
OFG Bancorp	10,058	267,140
Park National Corp. (b)	2,513	345,060
Peapack-Gladstone Financial Corp.	7,559	267,589
Preferred Bank, Los Angeles	1,311	94,117
Seacoast Banking Corp., Florida	8,213	290,658
ServisFirst Bancshares, Inc.	7,716	655,397
Sierra Bancorp	9,785	265,663
Silvergate Capital Corp. (a)	6,388	946,702
Texas Capital Bancshares, Inc. (a)	24,685	1,487,271
Tompkins Financial Corp. (b)	2,828	236,364
Trico Bancshares	4,995	214,585
Trustmark Corp.	9,633	312,687
UMB Financial Corp.	10,129	1,074,788
United Bankshares, Inc., West Virginia	18,173	659,316
United Community Bank, Inc.	68,680	2,468,359
Univest Corp. of Pennsylvania	8,488	253,961
Valley National Bancorp	56,110	771,513
Washington Trust Bancorp, Inc.	2,568	144,758
WesBanco, Inc.	8,411	294,301
		34,334,424
Capital Markets - 2.6%
Artisan Partners Asset Management, Inc.	13,739	654,526
Cohen & Steers, Inc.	11,937	1,104,292
Cowen Group, Inc. Class A	32,907	1,187,943
Donnelley Financial Solutions, Inc. (a)	3,352	158,013
Federated Hermes, Inc. (b)	17,739	666,632
Focus Financial Partners, Inc. Class A (a)	42,298	2,526,037
Open Lending Corp. (a)	8,604	193,418
Oppenheimer Holdings, Inc. Class A (non-vtg.) (b)	18,214	844,583
Piper Jaffray Companies	3,136	559,807
StepStone Group, Inc. Class A	19,804	823,252
Stifel Financial Corp.	22,852	1,609,238
Virtus Investment Partners, Inc.	680	202,028
		10,529,769
Consumer Finance - 1.4%
Green Dot Corp. Class A (a)	18,336	664,497
LendingClub Corp. (a)	22,688	548,596
Navient Corp.	17,184	364,644
Nelnet, Inc. Class A	14,472	1,413,625
PRA Group, Inc. (a)(b)	14,805	743,359
PROG Holdings, Inc. (a)(b)	32,883	1,483,352
Regional Management Corp.	8,034	461,634
		5,679,707
Diversified Financial Services - 0.1%
Marlin Business Services Corp.	11,412	265,671
Insurance - 1.3%
Amerisafe, Inc.	20,276	1,091,457
Crawford & Co. Class B	497	3,723
Employers Holdings, Inc.	7,537	311,881
Selective Insurance Group, Inc.	16,234	1,330,214
Trupanion, Inc. (a)(b)	19,961	2,635,451
		5,372,726
Mortgage Real Estate Investment Trusts - 1.1%
Apollo Commercial Real Estate Finance, Inc.	19,826	260,910
Arbor Realty Trust, Inc.	86,011	1,575,722
Blackstone Mortgage Trust, Inc.	62,365	1,909,616
Granite Point Mortgage Trust, Inc.	6,977	81,701
MFA Financial, Inc.	41,412	188,839
TPG RE Finance Trust, Inc.	19,480	239,994
		4,256,782
Thrifts & Mortgage Finance - 1.1%
Axos Financial, Inc. (a)	2,894	161,804
Federal Agricultural Mortgage Corp. Class C (non-vtg.)	5,738	711,110
Northwest Bancshares, Inc.	39,630	561,161
Radian Group, Inc.	95,291	2,013,499
Washington Federal, Inc.	21,261	709,692
Waterstone Financial, Inc.	19,175	419,166
		4,576,432

TOTAL FINANCIALS		65,015,511

HEALTH CARE - 16.6%
Biotechnology - 8.6%
4D Molecular Therapeutics, Inc. (b)	11,025	241,889
Adverum Biotechnologies, Inc. (a)(b)	96,556	169,939
Affimed NV (a)	45,392	250,564
Agenus, Inc. (a)	85,104	274,035
Agios Pharmaceuticals, Inc. (a)(b)	14,573	479,015
Akebia Therapeutics, Inc. (a)	79,315	179,252
Alector, Inc. (a)(b)	8,723	180,130
Alkermes PLC (a)	31,326	728,643
Allakos, Inc. (a)	23,801	233,012
Allogene Therapeutics, Inc. (a)(b)	22,536	336,237
Amicus Therapeutics, Inc. (a)	53,805	621,448
AnaptysBio, Inc. (a)	9,148	317,893
Anavex Life Sciences Corp. (a)(b)	16,040	278,134
Anika Therapeutics, Inc. (a)(b)	4,521	161,987
Apellis Pharmaceuticals, Inc. (a)	11,885	561,923
Arbutus Biopharma Corp. (a)(b)	58,307	226,814
Arcus Biosciences, Inc. (a)(b)	1,240	50,183
Arena Pharmaceuticals, Inc. (a)	4,151	385,794
Arrowhead Pharmaceuticals, Inc. (a)	10,535	698,471
Assembly Biosciences, Inc. (a)(b)	48,935	114,019
Atara Biotherapeutics, Inc. (a)	22,701	357,768
Athenex, Inc. (a)(b)	34,120	46,403
Athersys, Inc. (a)(b)	90,679	81,847
Atreca, Inc. (a)(b)	39,546	119,824
Avid Bioservices, Inc. (a)	15,513	452,669
AVROBIO, Inc. (a)(b)	17,432	67,113
Beam Therapeutics, Inc. (a)(b)	4,375	348,644
BioCryst Pharmaceuticals, Inc. (a)(b)	18,810	260,519
Biohaven Pharmaceutical Holding Co. Ltd. (a)	5,963	821,761
bluebird bio, Inc. (a)(b)	25,633	256,074
Blueprint Medicines Corp. (a)	6,368	682,076
Bolt Biotherapeutics, Inc. (b)	28,128	137,827
BridgeBio Pharma, Inc. (a)(b)	9,639	160,779
C4 Therapeutics, Inc. (a)(b)	8,723	280,881
CareDx, Inc. (a)	9,885	449,570
Celldex Therapeutics, Inc. (a)	1,280	49,459
Cerevel Therapeutics Holdings (a)(b)	10,537	341,610
ChemoCentryx, Inc. (a)	2,407	87,639
Chimerix, Inc. (a)(b)	49,958	321,230
Clovis Oncology, Inc. (a)(b)	47,752	129,408
Coherus BioSciences, Inc. (a)(b)	21,130	337,235
Concert Pharmaceuticals, Inc. (a)	72	227
Corbus Pharmaceuticals Holdings, Inc. (a)(b)	138,045	84,994
Curis, Inc. (a)	44,603	212,310
Cytokinetics, Inc. (a)(b)	6,287	286,561
CytomX Therapeutics, Inc. (a)	39,013	168,926
Deciphera Pharmaceuticals, Inc. (a)	27,796	271,567
Denali Therapeutics, Inc. (a)	8,083	360,502
Dynavax Technologies Corp. (a)(b)	4,206	59,178
Eagle Pharmaceuticals, Inc. (a)(b)	4,433	225,728
Editas Medicine, Inc. (a)(b)	13,930	369,842
Eiger Biopharmaceuticals, Inc. (a)	11,433	59,337
Emergent BioSolutions, Inc. (a)	10,630	462,086
Epizyme, Inc. (a)	49,722	124,305
Fate Therapeutics, Inc. (a)(b)	7,584	443,740
FibroGen, Inc. (a)	26,211	369,575
Fortress Biotech, Inc. (a)	30,076	75,190
G1 Therapeutics, Inc. (a)(b)	16,782	171,344
Global Blood Therapeutics, Inc. (a)	15,203	444,992
Gossamer Bio, Inc. (a)(b)	19,835	224,334
Gt Biopharma, Inc. (a)(b)	18,263	55,702
Halozyme Therapeutics, Inc. (a)(b)	14,200	570,982
Harpoon Therapeutics, Inc. (a)(b)	23,792	179,630
Heron Therapeutics, Inc. (a)(b)	27,200	248,336
Homology Medicines, Inc. (a)(b)	22,796	82,977
Humanigen, Inc. (a)	41,869	155,753
ImmunityBio, Inc. (a)(b)	36,784	223,647
ImmunoGen, Inc. (a)(b)	69,948	519,014
Immunovant, Inc. (a)(b)	21,253	181,076
Infinity Pharmaceuticals, Inc. (a)(b)	94,089	211,700
Insmed, Inc. (a)	10,319	281,090
Intellia Therapeutics, Inc. (a)	10,989	1,299,339
Intercept Pharmaceuticals, Inc. (a)(b)	15,657	255,053
Invitae Corp. (a)(b)	38,509	588,032
Ironwood Pharmaceuticals, Inc. Class A (a)	21,777	253,920
Iveric Bio, Inc. (a)	15,160	253,475
Jounce Therapeutics, Inc. (a)	24,808	207,147
Karuna Therapeutics, Inc. (a)(b)	1,660	217,460
Karyopharm Therapeutics, Inc. (a)(b)	50,892	327,236
Kiniksa Pharmaceuticals Ltd. (a)(b)	18,618	219,134
Kodiak Sciences, Inc. (a)(b)	3,013	255,442
Kura Oncology, Inc. (a)	23,018	322,252
Kymera Therapeutics, Inc. (a)	1,481	94,029
La Jolla Pharmaceutical Co./California (a)(b)	32,415	150,730
Ligand Pharmaceuticals, Inc. Class B (a)(b)	1,073	165,736
Macrogenics, Inc. (a)	16,382	262,931
Madrigal Pharmaceuticals, Inc. (a)(b)	3,705	313,962
MiMedx Group, Inc. (a)(b)	19,876	120,051
Minerva Neurosciences, Inc. (a)	62,758	50,269
Morphic Holding, Inc. (a)	5,279	250,119
Mustang Bio, Inc. (a)	38,785	64,383
Myriad Genetics, Inc. (a)	12,899	356,012
Natera, Inc. (a)	3,650	340,874
Novavax, Inc. (a)(b)	1,637	234,206
Ocugen, Inc. (a)(b)	51,613	234,839
Oncternal Therapeutics, Inc. rights (a)(c)	466	0
Opko Health, Inc. (a)(b)	105,094	505,502
ORIC Pharmaceuticals, Inc. (a)(b)	10,729	157,716
Ovid Therapeutics, Inc. (a)	32,806	105,307
Passage Bio, Inc. (a)	21,348	135,560
Pieris Pharmaceuticals, Inc. (a)	45,037	170,240
Precigen, Inc. (a)(b)	44,891	166,546
Precision BioSciences, Inc. (a)	22,393	165,708
Prothena Corp. PLC (a)(b)	2,080	102,752
PTC Therapeutics, Inc. (a)	13,592	541,369
Puma Biotechnology, Inc. (a)(b)	22,927	69,698
Radius Health, Inc. (a)(b)	31,861	220,478
Recursion Pharmaceuticals, Inc. (a)	20,670	354,077
Relay Therapeutics, Inc. (a)(b)	2,437	74,840
Rigel Pharmaceuticals, Inc. (a)(b)	68,577	181,729
Sana Biotechnology, Inc. (b)	15,209	235,435
Sangamo Therapeutics, Inc. (a)	41,726	312,945
Selecta Biosciences, Inc. (a)(b)	47,468	154,746
Seres Therapeutics, Inc. (a)(b)	34,839	290,209
Sesen Bio, Inc. (a)	245,262	199,889
Silverback Therapeutics, Inc. (b)	11,624	77,416
Springworks Therapeutics, Inc. (a)	1,237	76,669
Surface Oncology, Inc. (a)(b)	33,462	159,948
TCR2 Therapeutics, Inc. (a)	36,650	170,789
TG Therapeutics, Inc. (a)	14,412	273,828
TONIX Pharmaceuticals Holding (a)	264,833	94,731
Travere Therapeutics, Inc. (a)(b)	18,226	565,735
Turning Point Therapeutics, Inc. (a)	3,860	184,122
Twist Bioscience Corp. (a)	6,238	482,759
Ultragenyx Pharmaceutical, Inc. (a)	3,288	276,488
Vanda Pharmaceuticals, Inc. (a)	18,725	293,795
Veracyte, Inc. (a)	5,994	246,953
Vericel Corp. (a)(b)	2,516	98,879
Verve Therapeutics, Inc.	4,197	154,743
Vir Biotechnology, Inc. (a)	11,029	461,784
Voyager Therapeutics, Inc. (a)(b)	41,553	112,609
Xbiotech, Inc. (b)	7,193	80,058
Xencor, Inc. (a)	4,507	180,821
Zentalis Pharmaceuticals, Inc. (a)(b)	6,861	576,736
		34,954,603
Health Care Equipment & Supplies - 2.4%
Accuray, Inc. (a)	190,548	908,914
Atricure, Inc. (a)	8,294	576,682
Butterfly Network, Inc. Class A (a)(b)	37,858	253,270
Cardiovascular Systems, Inc. (a)	22,749	427,226
Cerus Corp. (a)	113,822	775,128
CryoPort, Inc. (a)	2,203	130,352
Integer Holdings Corp. (a)	4,884	418,022
Invacare Corp. (a)	44,274	120,425
LeMaitre Vascular, Inc. (b)	5,082	255,269
LivaNova PLC (a)	2,258	197,417
Merit Medical Systems, Inc. (a)	11,941	743,924
Neogen Corp. (a)	35,507	1,612,373
Novocure Ltd. (a)	2,864	215,029
Ortho Clinical Diagnostics Holdings PLC	3,285	70,266
Orthofix International NV (a)(b)	11,890	369,660
Outset Medical, Inc. (a)(b)	2,513	115,824
Shockwave Medical, Inc. (a)	2,511	447,787
Silk Road Medical, Inc. (a)(b)	2,874	122,461
Staar Surgical Co. (a)	7,647	698,171
SurModics, Inc. (a)	24,740	1,191,231
Varex Imaging Corp. (a)(b)	9,567	301,839
		9,951,270
Health Care Providers & Services - 2.7%
Addus HomeCare Corp. (a)	4,951	462,968
Alignment Healthcare, Inc. (a)	12,196	171,476
AMN Healthcare Services, Inc. (a)	6,850	837,961
Corvel Corp. (a)	2,403	499,824
Covetrus, Inc. (a)	11,713	233,909
Fulgent Genetics, Inc. (a)(b)	5,464	549,624
Modivcare, Inc. (a)	5,132	761,024
National Healthcare Corp.	15,074	1,024,128
Option Care Health, Inc. (a)	12,895	366,734
Patterson Companies, Inc.	77,085	2,262,445
Select Medical Holdings Corp.	54,518	1,602,829
Tenet Healthcare Corp. (a)	22,477	1,836,146
The Ensign Group, Inc.	4,562	383,026
		10,992,094
Health Care Technology - 0.8%
Allscripts Healthcare Solutions, Inc. (a)	42,811	789,863
Castlight Health, Inc. Class B (a)	96,140	148,056
HealthStream, Inc. (a)	11,507	303,325
MultiPlan Corp. Class A (a)	52,188	231,193
Nextgen Healthcare, Inc. (a)	96,591	1,718,354
		3,190,791
Life Sciences Tools & Services - 0.7%
Berkeley Lights, Inc. (a)	14,171	257,629
Codexis, Inc. (a)	2,715	84,898
Cytek Biosciences, Inc.	5,713	93,236
Fluidigm Corp. (a)(b)	27,938	109,517
MaxCyte, Inc. (b)	20,988	213,868
Medpace Holdings, Inc. (a)	5,711	1,242,942
Nanostring Technologies, Inc. (a)	2,748	116,048
NeoGenomics, Inc. (a)(b)	3,194	108,979
Pacific Biosciences of California, Inc. (a)(b)	23,123	473,097
		2,700,214
Pharmaceuticals - 1.4%
Aerie Pharmaceuticals, Inc. (a)(b)	33,232	233,289
Amneal Pharmaceuticals, Inc. (a)	42,976	205,855
Amphastar Pharmaceuticals, Inc. (a)(b)	13,483	314,019
ANI Pharmaceuticals, Inc. (a)(b)	4,863	224,087
Arvinas Holding Co. LLC (a)	3,400	279,276
Atea Pharmaceuticals, Inc. (a)(b)	32,557	291,060
Cara Therapeutics, Inc. (a)	20,751	252,747
Cassava Sciences, Inc. (a)(b)	3,200	139,840
Corcept Therapeutics, Inc. (a)(b)	20,501	405,920
Endo International PLC (a)	101,180	380,437
Esperion Therapeutics, Inc. (a)(b)	28,999	144,995
Intra-Cellular Therapies, Inc. (a)(b)	4,839	253,273
NGM Biopharmaceuticals, Inc. (a)(b)	11,379	201,522
Odonate Therapeutics, Inc.(a)	40,270	54,365
Omeros Corp. (a)(b)	22,138	142,347
Pacira Biosciences, Inc. (a)	6,683	402,116
Prestige Brands Holdings, Inc. (a)	10,410	631,367
Supernus Pharmaceuticals, Inc. (a)(b)	14,341	418,184
Theravance Biopharma, Inc. (a)	32,143	355,180
WAVE Life Sciences (a)	23,167	72,744
Zogenix, Inc. (a)(b)	18,971	308,279
		5,710,902

TOTAL HEALTH CARE		67,499,874

INDUSTRIALS - 15.9%
Aerospace & Defense - 1.1%
AAR Corp. (a)(b)	57,747	2,253,865
Aerojet Rocketdyne Holdings, Inc.	1,888	88,283
Astronics Corp. (a)	26,558	318,696
Parsons Corp. (a)	55,272	1,859,903
		4,520,747
Air Freight & Logistics - 0.3%
Air Transport Services Group, Inc. (a)	11,634	341,807
Atlas Air Worldwide Holdings, Inc. (a)	2,077	195,487
Hub Group, Inc. Class A (a)	6,487	546,465
		1,083,759
Airlines - 0.2%
Mesa Air Group, Inc. (a)	42,005	235,228
SkyWest, Inc. (a)	10,144	398,659
		633,887
Building Products - 0.9%
Apogee Enterprises, Inc.	6,229	299,926
Cornerstone Building Brands, Inc. (a)	48,653	848,508
Resideo Technologies, Inc. (a)(b)	38,748	1,008,610
UFP Industries, Inc.	13,325	1,226,033
Zurn Water Solutions Corp.	13,446	489,434
		3,872,511
Commercial Services & Supplies - 1.7%
ABM Industries, Inc.	54,721	2,235,353
Cimpress PLC (a)	12,607	902,787
Healthcare Services Group, Inc.	24,089	428,543
Kimball International, Inc. Class B	33,876	346,551
Tetra Tech, Inc.	4,504	764,779
UniFirst Corp. (b)	10,784	2,268,954
		6,946,967
Construction & Engineering - 1.7%
Arcosa, Inc.	18,525	976,268
Comfort Systems U.S.A., Inc.	5,793	573,159
Dycom Industries, Inc. (a)	9,319	873,749
EMCOR Group, Inc.	24,632	3,137,870
Great Lakes Dredge & Dock Corp. (a)	9,087	142,848
MYR Group, Inc. (a)	6,455	713,600
Primoris Services Corp.	15,766	378,069
		6,795,563
Electrical Equipment - 2.1%
Array Technologies, Inc. (a)	33,453	524,878
Atkore, Inc. (a)	26,122	2,904,505
AZZ, Inc.	12,133	670,834
EnerSys	13,365	1,056,637
FuelCell Energy, Inc. (a)(b)	15,889	82,623
Generac Holdings, Inc. (a)	987	347,345
Preformed Line Products Co.	7,127	461,117
Regal Rexnord Corp.	8,684	1,477,843
Romeo Power, Inc. (a)(b)	71,071	259,409
Stem, Inc. (a)(b)	32,186	610,568
TPI Composites, Inc. (a)	22,475	336,226
		8,731,985
Machinery - 2.2%
Altra Industrial Motion Corp.	10,984	566,445
CIRCOR International, Inc. (a)	5,739	155,986
Franklin Electric Co., Inc.	3,913	370,013
Gorman-Rupp Co.	3,761	167,553
Hurco Companies, Inc.	11,113	330,056
Hyster-Yale Materials Handling Class A	9,344	384,038
Kennametal, Inc.	14,971	537,609
L.B. Foster Co. Class A (a)	3,702	50,903
Manitowoc Co., Inc. (a)	15,900	295,581
Mueller Industries, Inc.	33,004	1,959,117
Nikola Corp. (a)(b)	44,471	438,929
Proto Labs, Inc. (a)	18,896	970,310
RBC Bearings, Inc. (a)	3,393	685,284
REV Group, Inc. (b)	10,261	145,193
SPX Flow, Inc.	1,198	103,603
Tennant Co.	2,764	223,995
Terex Corp.	7,902	347,293
Titan International, Inc. (a)	8,304	91,012
Watts Water Technologies, Inc. Class A	5,045	979,588
		8,802,508
Professional Services - 1.4%
ASGN, Inc. (a)	4,115	507,791
Barrett Business Services, Inc.	2,889	199,514
CRA International, Inc.	3,006	280,640
First Advantage Corp. (b)	24,529	467,032
Kforce, Inc.	16,698	1,256,024
Korn Ferry	3,002	227,341
ManTech International Corp. Class A	5,946	433,642
TriNet Group, Inc. (a)	10,507	1,000,897
Upwork, Inc. (a)	37,470	1,279,975
		5,652,856
Road & Rail - 1.8%
ArcBest Corp.	4,785	573,482
Avis Budget Group, Inc. (a)	2,213	458,910
Marten Transport Ltd.	90,629	1,555,194
Saia, Inc. (a)	7,717	2,600,861
Werner Enterprises, Inc.	33,808	1,611,289
Yellow Corp. (a)	48,297	608,059
		7,407,795
Trading Companies & Distributors - 2.5%
Applied Industrial Technologies, Inc.	12,010	1,233,427
Boise Cascade Co. (b)	34,072	2,425,926
Global Industrial Co. (b)	21,134	864,381
GMS, Inc. (a)	32,501	1,953,635
Rush Enterprises, Inc. Class A	25,372	1,411,698
Titan Machinery, Inc. (a)(b)	16,074	541,533
Veritiv Corp. (a)	15,132	1,854,729
		10,285,329

TOTAL INDUSTRIALS		64,733,907

INFORMATION TECHNOLOGY - 16.1%
Communications Equipment - 0.8%
Calix, Inc. (a)	16,649	1,331,421
Digi International, Inc. (a)	5,347	131,376
Extreme Networks, Inc. (a)	106,255	1,668,204
NETGEAR, Inc. (a)	6,348	185,425
		3,316,426
Electronic Equipment & Components - 2.3%
Aeva Technologies, Inc. (a)(b)	15,631	118,170
Belden, Inc.	26,629	1,750,324
Benchmark Electronics, Inc.	12,985	351,894
Daktronics, Inc. (a)	12,125	61,231
ePlus, Inc. (a)	4,054	218,430
II-VI, Inc. (a)(b)	13,543	925,393
Insight Enterprises, Inc. (a)	6,322	673,925
Kimball Electronics, Inc. (a)(b)	37,824	823,050
OSI Systems, Inc. (a)	9,907	923,332
PC Connection, Inc.	10,402	448,638
Plexus Corp. (a)	2,917	279,711
Rogers Corp. (a)	965	263,445
Sanmina Corp. (a)	9,095	377,079
ScanSource, Inc. (a)	29,221	1,025,073
Vishay Intertechnology, Inc. (b)	58,525	1,279,942
		9,519,637
IT Services - 1.7%
CSG Systems International, Inc.	21,640	1,246,897
Digitalocean Holdings, Inc. (a)	13,133	1,054,974
ExlService Holdings, Inc. (a)	11,968	1,732,607
Flywire Corp. (a)(b)	12,343	469,775
Grid Dynamics Holdings, Inc. (a)	7,579	287,775
MoneyGram International, Inc. (a)	94,980	749,392
Perficient, Inc. (a)	11,435	1,478,431
		7,019,851
Semiconductors & Semiconductor Equipment - 4.7%
Alpha & Omega Semiconductor Ltd. (a)(b)	37,083	2,245,746
Ambarella, Inc. (a)	2,256	457,720
Cirrus Logic, Inc. (a)	14,506	1,334,842
CMC Materials, Inc.	1,749	335,266
Diodes, Inc. (a)	16,164	1,774,969
Kulicke & Soffa Industries, Inc. (b)	18,930	1,146,022
Lattice Semiconductor Corp. (a)	44,619	3,438,325
MACOM Technology Solutions Holdings, Inc. (a)	4,738	370,985
MaxLinear, Inc. Class A (a)	7,908	596,184
Meta Materials, Inc. (a)(b)	63,333	155,799
Photronics, Inc. (a)	75,794	1,428,717
Power Integrations, Inc.	4,837	449,309
Semtech Corp. (a)	31,104	2,766,079
Synaptics, Inc. (a)	8,905	2,578,087
Veeco Instruments, Inc. (a)(b)	6,402	182,265
		19,260,315
Software - 6.2%
A10 Networks, Inc.	30,645	508,094
Agilysys, Inc. (a)	39,859	1,772,131
Alarm.com Holdings, Inc. (a)	8,788	745,310
Asana, Inc. (a)(b)	14,600	1,088,430
BlackLine, Inc. (a)	7,897	817,655
Box, Inc. Class A (a)	96,728	2,533,306
BTRS Holdings, Inc. (a)(b)	32,465	253,876
CommVault Systems, Inc. (a)	20,674	1,424,852
Couchbase, Inc. (b)	9,252	230,930
CS Disco, Inc. (b)	10,150	362,863
Domo, Inc. Class B (a)	20,076	995,770
E2open Parent Holdings, Inc. (a)(b)	45,343	510,562
Marathon Digital Holdings, Inc. (a)(b)	7,272	238,958
Mimecast Ltd. (a)	3,178	252,873
Progress Software Corp.	39,900	1,925,973
Qualys, Inc. (a)	19,656	2,697,196
Rapid7, Inc. (a)	6,978	821,241
SecureWorks Corp. (a)(b)	18,747	299,390
Sprout Social, Inc. (a)	3,652	331,200
SPS Commerce, Inc. (a)	15,172	2,159,734
Sumo Logic, Inc. (a)	25,735	348,967
Tenable Holdings, Inc. (a)	44,788	2,466,475
Upland Software, Inc. (a)	15,082	270,571
Vonage Holdings Corp. (a)	12,769	265,468
Workiva, Inc. (a)	3,317	432,835
Zuora, Inc. (a)	79,809	1,490,832
		25,245,492
Technology Hardware, Storage & Peripherals - 0.4%
Avid Technology, Inc. (a)	13,213	430,347
Diebold Nixdorf, Inc. (a)(b)	35,668	322,795
Super Micro Computer, Inc. (a)	14,431	634,242
		1,387,384

TOTAL INFORMATION TECHNOLOGY		65,749,105

MATERIALS - 3.5%
Chemicals - 1.0%
FutureFuel Corp.	26,278	200,764
Orion Engineered Carbons SA (a)	21,191	389,067
Rayonier Advanced Materials, Inc. (a)	31,226	178,300
Sensient Technologies Corp. (b)	8,318	832,299
Stepan Co.	13,465	1,673,565
Trinseo PLC (b)	14,782	775,464
		4,049,459
Containers & Packaging - 0.4%
Myers Industries, Inc.	74,963	1,500,010
Metals & Mining - 1.6%
Coeur d'Alene Mines Corp. (a)	69,315	349,348
Commercial Metals Co.	51,329	1,862,729
Constellium NV (a)	75,800	1,357,578
Materion Corp.	1,585	145,725
MP Materials Corp. (a)(b)	46,590	2,116,118
Worthington Industries, Inc.	9,983	545,671
		6,377,169
Paper & Forest Products - 0.5%
Louisiana-Pacific Corp.	28,906	2,264,785

TOTAL MATERIALS		14,191,423

REAL ESTATE - 7.6%
Equity Real Estate Investment Trusts (REITs) - 7.0%
Agree Realty Corp.	37,688	2,689,416
Alexanders, Inc.	1,067	277,740
American Finance Trust, Inc.	68,969	629,687
Diversified Healthcare Trust (SBI)	71,749	221,704
Easterly Government Properties, Inc.	16,013	367,018
EastGroup Properties, Inc.	8,802	2,005,536
Equity Commonwealth (a)	8,397	217,482
Four Corners Property Trust, Inc.	4,410	129,698
Global Net Lease, Inc.	89,191	1,362,838
Healthcare Realty Trust, Inc.	40,448	1,279,775
Independence Realty Trust, Inc.	78,640	2,031,271
Kite Realty Group Trust	89,555	1,950,508
LXP Industrial Trust (REIT) (b)	30,636	478,534
National Health Investors, Inc.	6,981	401,198
National Storage Affiliates Trust	42,880	2,967,296
Piedmont Office Realty Trust, Inc. Class A	50,948	936,424
Plymouth Industrial REIT, Inc.	7,123	227,936
Preferred Apartment Communities, Inc. Class A	43,348	782,865
PS Business Parks, Inc.	5,431	1,000,227
RLJ Lodging Trust	20,834	290,218
SITE Centers Corp.	47,306	748,854
Stag Industrial, Inc.	53,712	2,576,028
Terreno Realty Corp.	34,814	2,969,286
The GEO Group, Inc. (b)	130,710	1,013,003
The Macerich Co.	18,065	312,163
Universal Health Realty Income Trust (SBI)	9,505	565,262
		28,431,967
Real Estate Management & Development - 0.6%
Cushman & Wakefield PLC (a)	25,331	563,361
eXp World Holdings, Inc. (b)	13,173	443,798
Marcus & Millichap, Inc. (a)(b)	23,180	1,192,843
RE/MAX Holdings, Inc.	10,149	309,443
		2,509,445

TOTAL REAL ESTATE		30,941,412

UTILITIES - 1.4%
Electric Utilities - 0.6%
Otter Tail Corp.	12,754	910,891
PNM Resources, Inc.	3,129	142,714
Portland General Electric Co.	22,330	1,181,704
		2,235,309
Gas Utilities - 0.0%
Southwest Gas Corp.	1,999	140,030
Independent Power and Renewable Electricity Producers - 0.7%
Clearway Energy, Inc.:
Class A	43,085	1,442,486
Class C	4,973	179,177
Ormat Technologies, Inc. (b)	4,585	363,591
Sunnova Energy International, Inc. (a)	31,154	869,820
		2,855,074
Water Utilities - 0.1%
American States Water Co.	3,812	394,313

TOTAL UTILITIES		5,624,726

TOTAL COMMON STOCKS
(Cost $340,067,148)		399,947,801

Money Market Funds - 15.1%
Fidelity Cash Central Fund 0.08% (d)	6,072,140	6,073,355
Fidelity Securities Lending Cash Central Fund 0.08% (d)(e)	55,589,450	55,595,009
TOTAL MONEY MARKET FUNDS
(Cost $61,668,364)		61,668,364
TOTAL INVESTMENT IN SECURITIES - 113.3%
(Cost $401,735,512)		461,616,165
NET OTHER ASSETS (LIABILITIES) - (13.3)%		(54,108,454)
NET ASSETS - 100%		$407,507,711

Futures Contracts
	Number of contracts	Expiration Date	Notional Amount	Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
CME E-mini Russell 2000 Index Contracts (United States)	58	March 2022	$6,504,120	$269,451	$269,451

The notional amount of futures purchased as a percentage of Net Assets is 1.6%

Legend

(a) Non-income producing

(b) Security or a portion of the security is on loan at period end.

(d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(e) Investment made with cash collateral received from securities on loan.

Affiliated Central Funds

Fiscal year to date information regarding the Fund's investments in Fidelity Central Funds, including the ownership percentage, is presented below.

Fund	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain/Loss	Change in Unrealized appreciation (depreciation)	Value, end of period	% ownership, end of period
Fidelity Cash Central Fund 0.08%	$10,031,216	$138,403,629	$142,361,366	$6,040	$(124)	$--	$6,073,355	0.0%
Fidelity Securities Lending Cash Central Fund 0.08%	16,845,599	262,119,452	223,370,042	78,739	--	--	55,595,009	0.2%
Total	$26,876,815	$400,523,081	$365,731,408	$84,779	$(124)	$--	$61,668,364

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations, if applicable. Amount for Fidelity Securities Lending Cash Central Fund represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities.

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2021, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Communication Services	$13,700,663	$13,700,663	$--	$--
Consumer Discretionary	43,774,825	43,774,825	--	--
Consumer Staples	9,014,473	9,014,473	--	--
Energy	19,701,882	19,701,882	--	--
Financials	65,015,511	65,015,511	--	--
Health Care	67,499,874	67,499,874	--	--
Industrials	64,733,907	64,733,907	--	--
Information Technology	65,749,105	65,749,105	--	--
Materials	14,191,423	14,191,423	--	--
Real Estate	30,941,412	30,941,412	--	--
Utilities	5,624,726	5,624,726	--	--
Money Market Funds	61,668,364	61,668,364	--	--
Total Investments in Securities:	$461,616,165	$461,616,165	$--	$--
Derivative Instruments:
Assets
Futures Contracts	$269,451	$269,451	$--	$--
Total Assets	$269,451	$269,451	$--	$--
Total Derivative Instruments:	$269,451	$269,451	$--	$--

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of December 31, 2021. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts^(a)	$269,451	$0
Total Equity Risk	269,451	0
Total Value of Derivatives	$269,451	$0

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin on futures contracts, and the net cumulative appreciation (depreciation) is included in Total accumulated earnings (loss).

See accompanying notes which are an integral part of the financial statements.

Financial Statements

Statement of Assets and Liabilities

		December 31, 2021
Assets
Investment in securities, at value (including securities loaned of $53,708,820) — See accompanying schedule: Unaffiliated issuers (cost $340,067,148)	$399,947,801
Fidelity Central Funds (cost $61,668,364)	61,668,364
Total Investment in Securities (cost $401,735,512)		$461,616,165
Segregated cash with brokers for derivative instruments		354,000
Receivable for fund shares sold		1,072,515
Dividends receivable		291,395
Distributions receivable from Fidelity Central Funds		7,266
Prepaid expenses		409
Other receivables		34,895
Total assets		463,376,645
Liabilities
Payable for fund shares redeemed	$12,373
Accrued management fee	149,905
Distribution and service plan fees payable	4,117
Payable for daily variation margin on futures contracts	11,797
Other affiliated payables	56,688
Other payables and accrued expenses	42,206
Collateral on securities loaned	55,591,848
Total liabilities		55,868,934
Net Assets		$407,507,711
Net Assets consist of:
Paid in capital		$287,029,059
Total accumulated earnings (loss)		120,478,652
Net Assets		$407,507,711
Net Asset Value and Maximum Offering Price
Initial Class:
Net Asset Value, offering price and redemption price per share ($30,963,829 ÷ 1,519,338 shares)		$20.38
Service Class:
Net Asset Value, offering price and redemption price per share ($301,194 ÷ 14,729 shares)		$20.45
Service Class 2:
Net Asset Value, offering price and redemption price per share ($20,388,724 ÷ 998,503 shares)		$20.42
Investor Class:
Net Asset Value, offering price and redemption price per share ($355,853,964 ÷ 17,548,364 shares)		$20.28

See accompanying notes which are an integral part of the financial statements.

Statement of Operations

		Year ended December 31, 2021
Investment Income
Dividends		$4,091,631
Income from Fidelity Central Funds (including $78,739 from security lending)		84,779
Total income		4,176,410
Expenses
Management fee	$1,777,635
Transfer agent fees	508,722
Distribution and service plan fees	48,301
Accounting fees	153,667
Custodian fees and expenses	28,269
Independent trustees' fees and expenses	1,335
Audit	50,391
Legal	10,105
Miscellaneous	1,417
Total expenses before reductions	2,579,842
Expense reductions	(47)
Total expenses after reductions		2,579,795
Net investment income (loss)		1,596,615
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	75,453,934
Fidelity Central Funds	(124)
Futures contracts	(910,130)
Total net realized gain (loss)		74,543,680
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	(13,217,571)
Futures contracts	(5,298)
Total change in net unrealized appreciation (depreciation)		(13,222,869)
Net gain (loss)		61,320,811
Net increase (decrease) in net assets resulting from operations		$62,917,426

See accompanying notes which are an integral part of the financial statements.

Statement of Changes in Net Assets

	Year ended December 31, 2021	Year ended December 31, 2020
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$1,596,615	$1,548,209
Net realized gain (loss)	74,543,680	332,313
Change in net unrealized appreciation (depreciation)	(13,222,869)	35,405,079
Net increase (decrease) in net assets resulting from operations	62,917,426	37,285,601
Distributions to shareholders	(8,288,609)	(1,649,388)
Share transactions - net increase (decrease)	58,275,616	(9,242,711)
Total increase (decrease) in net assets	112,904,433	26,393,502
Net Assets
Beginning of period	294,603,278	268,209,776
End of period	$407,507,711	$294,603,278

See accompanying notes which are an integral part of the financial statements.

Financial Highlights

VIP Disciplined Small Cap Portfolio Initial Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$17.27	$14.68	$13.07	$16.86	$16.25
Income from Investment Operations
Net investment income (loss)^A	.10	.10	.15	.14	.11
Net realized and unrealized gain (loss)	3.44	2.60	2.81	(2.20)	1.01
Total from investment operations	3.54	2.70	2.96	(2.06)	1.12
Distributions from net investment income	(.08)	(.11)	(.14)	(.14)	(.12)
Distributions from net realized gain	(.35)	–	(1.21)	(1.59)	(.40)
Total distributions	(.43)	(.11)	(1.35)	(1.73)	(.51)^B
Net asset value, end of period	$20.38	$17.27	$14.68	$13.07	$16.86
Total Return^C,^D	20.66%	18.45%	23.71%	(13.08)%	7.02%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.57%	.60%	.59%	.60%	.83%
Expenses net of fee waivers, if any	.57%	.60%	.59%	.60%	.83%
Expenses net of all reductions	.57%	.60%	.59%	.60%	.83%
Net investment income (loss)	.48%	.77%	1.05%	.90%	.67%
Supplemental Data
Net assets, end of period (000 omitted)	$30,964	$23,919	$23,600	$24,285	$31,332
Portfolio turnover rate^G	92%	57%	77%	103%	103%

^A Calculated based on average shares outstanding during the period.

^B Total distributions per share do not sum due to rounding.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^E Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.

^G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP Disciplined Small Cap Portfolio Service Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$17.33	$14.74	$13.12	$16.91	$16.29
Income from Investment Operations
Net investment income (loss)^A	.08	.09	.13	.13	.09
Net realized and unrealized gain (loss)	3.46	2.59	2.83	(2.21)	1.03
Total from investment operations	3.54	2.68	2.96	(2.08)	1.12
Distributions from net investment income	(.06)	(.09)	(.13)	(.12)	(.10)
Distributions from net realized gain	(.35)	–	(1.21)	(1.59)	(.40)
Total distributions	(.42)^B	(.09)	(1.34)	(1.71)	(.50)
Net asset value, end of period	$20.45	$17.33	$14.74	$13.12	$16.91
Total Return^C,^D	20.53%	18.28%	23.59%	(13.13)%	6.97%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.67%	.70%	.69%	.70%	.93%
Expenses net of fee waivers, if any	.67%	.70%	.69%	.70%	.93%
Expenses net of all reductions	.67%	.70%	.69%	.70%	.93%
Net investment income (loss)	.38%	.67%	.95%	.80%	.57%
Supplemental Data
Net assets, end of period (000 omitted)	$301	$255	$217	$193	$249
Portfolio turnover rate^G	92%	57%	77%	103%	103%

^A Calculated based on average shares outstanding during the period.

^B Total distributions per share do not sum due to rounding.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP Disciplined Small Cap Portfolio Service Class 2

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$17.30	$14.72	$13.11	$16.90	$16.29
Income from Investment Operations
Net investment income (loss)^A	.05	.07	.11	.10	.07
Net realized and unrealized gain (loss)	3.46	2.59	2.82	(2.20)	1.02
Total from investment operations	3.51	2.66	2.93	(2.10)	1.09
Distributions from net investment income	(.03)	(.08)	(.11)	(.10)	(.08)
Distributions from net realized gain	(.35)	–	(1.21)	(1.59)	(.40)
Total distributions	(.39)^B	(.08)	(1.32)	(1.69)	(.48)
Net asset value, end of period	$20.42	$17.30	$14.72	$13.11	$16.90
Total Return^C,^D	20.39%	18.12%	23.37%	(13.29)%	6.79%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.82%	.85%	.84%	.85%	1.08%
Expenses net of fee waivers, if any	.82%	.85%	.84%	.85%	1.08%
Expenses net of all reductions	.82%	.85%	.84%	.85%	1.08%
Net investment income (loss)	.23%	.52%	.80%	.65%	.42%
Supplemental Data
Net assets, end of period (000 omitted)	$20,389	$13,720	$9,767	$6,823	$7,881
Portfolio turnover rate^G	92%	57%	77%	103%	103%

^A Calculated based on average shares outstanding during the period.

^B Total distributions per share do not sum due to rounding.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^G Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP Disciplined Small Cap Portfolio Investor Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$17.18	$14.61	$13.02	$16.79	$16.19
Income from Investment Operations
Net investment income (loss)^A	.08	.09	.13	.13	.09
Net realized and unrealized gain (loss)	3.44	2.58	2.80	(2.19)	1.01
Total from investment operations	3.52	2.67	2.93	(2.06)	1.10
Distributions from net investment income	(.07)	(.10)	(.13)	(.12)	(.10)
Distributions from net realized gain	(.35)	–	(1.21)	(1.59)	(.40)
Total distributions	(.42)	(.10)	(1.34)	(1.71)	(.50)
Net asset value, end of period	$20.28	$17.18	$14.61	$13.02	$16.79
Total Return^B,^C	20.62%	18.33%	23.55%	(13.09)%	6.91%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.65%	.67%	.67%	.68%	.91%
Expenses net of fee waivers, if any	.65%	.67%	.67%	.68%	.91%
Expenses net of all reductions	.65%	.67%	.67%	.68%	.91%
Net investment income (loss)	.41%	.70%	.97%	.82%	.59%
Supplemental Data
Net assets, end of period (000 omitted)	$355,854	$256,709	$234,625	$213,119	$251,217
Portfolio turnover rate^F	92%	57%	77%	103%	103%

^A Calculated based on average shares outstanding during the period.

^B Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.

^E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.

^F Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

Notes to Financial Statements

For the period ended December 31, 2021

1. Organization.

VIP Disciplined Small Cap Portfolio (the Fund) is a fund of Variable Insurance Products Fund II (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

Funds may invest in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Schedule of Investments lists any Fidelity Central Funds held as an investment as of period end, but does not include the underlying holdings of each Fidelity Central Fund. An investing fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

Based on its investment objective, each Fidelity Central Fund may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. These strategies are consistent with the investment objectives of the investing fund and may involve certain economic risks which may cause a decline in value of each of the Fidelity Central Funds and thus a decline in the value of the investing fund.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio^(a)
Fidelity Money Market Central Funds	Fidelity Management & Research Company LLC (FMR)	Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	Less than .005%

(a) Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds which contain the significant accounting policies (including investment valuation policies) of those funds, and are not covered by the Report of Independent Registered Public Accounting Firm, are available on the Securities and Exchange Commission website or upon request.

3. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The Fund's Schedule of Investments lists any underlying mutual funds or exchange-traded funds (ETFs) but does not include the underlying holdings of these funds. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of December 31, 2021 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of a fund include an amount in addition to trade execution, which may be rebated back to a fund. Any such rebates are included in net realized gain (loss) on investments in the Statement of Operations. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of a fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of a fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred, as applicable. Certain expense reductions may also differ by class, if applicable. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expenses included in the accompanying financial statements reflect the expenses of that fund and do not include any expenses associated with any underlying mutual funds or exchange-traded funds. Although not included in a fund's expenses, a fund indirectly bears its proportionate share of these expenses through the net asset value of each underlying mutual fund or exchange-traded fund. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, partnerships, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$86,443,579
Gross unrealized depreciation	(28,498,210)
Net unrealized appreciation (depreciation)	$57,945,369
Tax Cost	$403,670,796

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$697,461
Undistributed long-term capital gain	$63,202,293
Net unrealized appreciation (depreciation) on securities and other investments	$57,945,369

The Fund intends to elect to defer to its next fiscal year $1,366,472 of capital losses recognized during the period November 1, 2021 to December 31, 2021.

The tax character of distributions paid was as follows:

	December 31, 2021	December 31, 2020
Ordinary Income	$8,288,609	$ 1,649,388

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, as applicable, are noted in the table below.

	Purchases ($)	Sales ($)
VIP Disciplined Small Cap Portfolio	404,493,462	350,129,056

6. Fees and Other Transactions with Affiliates.

During January 2022 the Board approved a change in the management fee from .45% to .36% effective February 1, 2022.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by the investment adviser for providing these services.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Company LLC (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$297
Service Class 2	48,004
	$48,301

Transfer Agent Fees. Fidelity Investments Institutional Operations Company LLC (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Class-Level Average Net Assets
Initial Class	$20,619	.06
Service Class	187	.06
Service Class 2	12,088	.06
Investor Class	475,828	.14
	$508,722

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. For the period, the fees were equivalent to the following annual rates:

	% of Average Net Assets
VIP Disciplined Small Cap Portfolio	.04

Interfund Trades. Funds may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Any interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note. During the period there were no interfund trades.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are listed below. During the period, there were no borrowings on this line of credit.

	Amount
VIP Disciplined Small Cap Portfolio	$637

8. Security Lending.

Funds lend portfolio securities from time to time in order to earn additional income. Lending agents are used, including National Financial Services (NFS), an affiliate of the investment adviser. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of a fund's daily lending revenue, for its services as lending agent. A fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, a fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of a fund and any additional required collateral is delivered to a fund on the next business day. A fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund may apply collateral received from the borrower against the obligation. A fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. Any loaned securities are identified as such in the Schedule of Investments, and the value of loaned securities and cash collateral at period end, as applicable, are presented in the Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Affiliated security lending activity, if any, was as follows:

	Total Security Lending Fees Paid to NFS	Security Lending Income From Securities Loaned to NFS	Value of Securities Loaned to NFS at Period End
VIP Disciplined Small Cap Portfolio	$7,615	$1,792	$128,436

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, custodian credits reduced the Fund's expenses by $47.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2021	Year ended December 31, 2020
VIP Disciplined Small Cap Portfolio
Distributions to shareholders
Initial Class	$660,963	$153,194
Service Class	6,112	1,370
Service Class 2	368,516	58,739
Investor Class	7,253,018	1,436,085
Total	$8,288,609	$1,649,388

11. Share Transactions.

Transactions for each class of shares were as follows and may contain in-kind transactions:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2021	Year ended December 31, 2020	Year ended December 31, 2021	Year ended December 31, 2020
VIP Disciplined Small Cap Portfolio
Initial Class
Shares sold	706,632	278,689	$13,893,373	$3,962,032
Reinvestment of distributions	34,146	9,968	660,963	153,194
Shares redeemed	(606,605)	(510,895)	(12,130,182)	(6,725,154)
Net increase (decrease)	134,173	(222,238)	$2,424,154	$(2,609,928)
Service Class 2
Shares sold	464,561	391,785	$9,290,971	$5,230,013
Reinvestment of distributions	19,001	3,799	368,516	58,739
Shares redeemed	(278,018)	(266,088)	(5,544,190)	(3,733,957)
Net increase (decrease)	205,544	129,496	$4,115,297	$1,554,795
Investor Class
Shares sold	5,121,959	1,663,146	$101,819,650	$24,985,449
Reinvestment of distributions	376,468	93,941	7,253,018	1,436,085
Shares redeemed	(2,888,216)	(2,873,981)	(57,336,503)	(34,609,112)
Net increase (decrease)	2,610,211	(1,116,894)	$51,736,165	$(8,187,578)

12. Other.

A fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, a fund may also enter into contracts that provide general indemnifications. A fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against a fund. The risk of material loss from such claims is considered remote.

At the end of the period, the investment adviser or its affiliates were owners of record of more than 10% of the outstanding shares as follows:

Fund	Affiliated %
VIP Disciplined Small Cap Portfolio	94%

13. Coronavirus (COVID-19) Pandemic.

An outbreak of COVID-19 first detected in China during December 2019 has since spread globally and was declared a pandemic by the World Health Organization during March 2020. Developments that disrupt global economies and financial markets, such as the COVID-19 pandemic, may magnify factors that affect the Fund's performance.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Variable Insurance Products Fund II and Shareholders of VIP Disciplined Small Cap Portfolio

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of VIP Disciplined Small Cap Portfolio (the "Fund"), a fund of Variable Insurance Products Fund II, including the schedule of investments, as of December 31, 2021, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 11, 2022

We have served as the auditor of one or more of the Fidelity investment companies since 1999.

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Each of the Trustees oversees 314 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. Officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Experience, Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. Robert A. Lawrence is an interested person and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. David M. Thomas serves as Lead Independent Trustee and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity^® funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's high income and certain equity funds, and other Boards oversee Fidelity's investment-grade bond, money market, asset allocation, and other equity funds. The asset allocation funds may invest in Fidelity^® funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity^® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity^® funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of Fidelity's risk management program for the Fidelity^® funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Bettina Doulton (1964)

Year of Election or Appointment: 2020

Trustee

Ms. Doulton also serves as Trustee of other Fidelity^® funds. Prior to her retirement, Ms. Doulton served in a variety of positions at Fidelity Investments, including as a managing director of research (2006-2007), portfolio manager to certain Fidelity^® funds (1993-2005), equity analyst and portfolio assistant (1990-1993), and research assistant (1987-1990). Ms. Doulton currently owns and operates Phi Builders + Architects and Cellardoor Winery. Previously, Ms. Doulton served as a member of the Board of Brown Capital Management, LLC (2014-2018).

Robert A. Lawrence (1952)

Year of Election or Appointment: 2020

Trustee

Acting Chairman of the Board of Trustees

Mr. Lawrence also serves as Trustee of other funds. Previously, Mr. Lawrence served as a Member of the Advisory Board of certain funds. Prior to his retirement in 2008, Mr. Lawrence served as Vice President of certain Fidelity^® funds (2006-2008), Senior Vice President, Head of High Income Division of Fidelity Management & Research Company (investment adviser firm, 2006-2008), and President of Fidelity Strategic Investments (investment adviser firm, 2002-2005).

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Thomas P. Bostick (1956)

Year of Election or Appointment: 2021

Trustee

Lieutenant General Bostick also serves as Trustee of other Fidelity® funds. Prior to his retirement, General Bostick (United States Army, Retired) held a variety of positions within the U.S. Army, including Commanding General and Chief of Engineers, U.S. Army Corps of Engineers (2012-2016) and Deputy Chief of Staff and Director of Human Resources, U.S. Army (2009-2012). General Bostick currently serves as a member of the Board and Finance and Governance Committees of CSX Corporation (transportation, 2020-present) and a member of the Board and Corporate Governance and Nominating Committee of Perma-Fix Environmental Services, Inc. (nuclear waste management, 2020-present). General Bostick serves as Chief Executive Officer of Bostick Global Strategies, LLC (consulting, 2016-present) and Managing Partner, Sustainability, of Ridge-Lane Limited Partners (strategic advisory and venture development, 2016-present). Previously, General Bostick served as a Member of the Advisory Board of certain Fidelity® funds (2021), President, Intrexon Bioengineering (2018-2020) and Chief Operating Officer (2017-2020) and Senior Vice President of the Environment Sector (2016-2017) of Intrexon Corporation (biopharmaceutical company).

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity^® funds. Prior to his retirement in May 2003, Mr. Dirks served as Chief Operating Officer and as a member of the Board of The Depository Trust & Clearing Corporation (financial markets infrastructure), President, Chief Operating Officer and a member of the Board of The Depository Trust Company (DTC), President and a member of the Board of the National Securities Clearing Corporation (NSCC), Chief Executive Officer and a member of the Board of the Government Securities Clearing Corporation and Chief Executive Officer and a member of the Board of the Mortgage-Backed Securities Clearing Corporation. Mr. Dirks currently serves as a member of the Finance Committee (2016-present) and Board (2017-present) and is Treasurer (2018-present) of the Asolo Repertory Theatre.

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Mr. Donahue also serves as Trustee of other Fidelity^® funds. Mr. Donahue serves as President and Chief Executive Officer of Miranda Partners, LLC (risk consulting for the financial services industry, 2012-present). Previously, Mr. Donahue served as Chief Executive Officer (2006-2012), Chief Operating Officer (2003-2006) and Managing Director, Customer Marketing and Development (1999-2003) of The Depository Trust & Clearing Corporation (financial markets infrastructure). Mr. Donahue currently serves as a member (2007-present) and Co-Chairman (2016-present) of the Board of United Way of New York and a member of the Board of NYC Leadership Academy (2012-present). Mr. Donahue previously served as a member of the Advisory Board of certain Fidelity^® funds (2015-2018).

Vicki L. Fuller (1957)

Year of Election or Appointment: 2020

Trustee

Ms. Fuller also serves as Trustee of other Fidelity^® funds. Previously, Ms. Fuller served as a member of the Advisory Board of certain Fidelity^® funds (2018-2020), Chief Investment Officer of the New York State Common Retirement Fund (2012-2018) and held a variety of positions at AllianceBernstein L.P. (global asset management, 1985-2012), including Managing Director (2006-2012) and Senior Vice President and Senior Portfolio Manager (2001-2006). Ms. Fuller currently serves as a member of the Board, Audit Committee and Nominating and Governance Committee of The Williams Companies, Inc. (natural gas infrastructure, 2018-present), as a member of the Board, Audit Committee and Nominating and Governance Committee of two Blackstone business development companies (2020-present) and as a member of the Board of Treliant, LLC (consulting, 2019-present).

Patricia L. Kampling (1959)

Year of Election or Appointment: 2020

Trustee

Ms. Kampling also serves as Trustee of other Fidelity^® funds. Prior to her retirement, Ms. Kampling served as Chairman of the Board and Chief Executive Officer (2012-2019), President and Chief Operating Officer (2011-2012) and Executive Vice President and Chief Financial Officer (2010-2011) of Alliant Energy Corporation. Ms. Kampling currently serves as a member of the Board, Finance Committee and Governance, Compensation and Nominating Committee of Xcel Energy Inc. (utilities company, 2020-present) and as a member of the Board, Audit, Finance and Risk Committee and Safety, Environmental, Technology and Operations Committee of American Water Works Company, Inc. (utilities company, 2019-present). In addition, Ms. Kampling currently serves as a member of the Board of the Nature Conservancy, Wisconsin Chapter (2019-present). Previously, Ms. Kampling served as a Member of the Advisory Board of certain Fidelity^® funds (2020), a member of the Board, Compensation Committee and Executive Committee and Chair of the Audit Committee of Briggs & Stratton Corporation (manufacturing, 2011-2021), a member of the Board of Interstate Power and Light Company (2012-2019) and Wisconsin Power and Light Company (2012-2019) (each a subsidiary of Alliant Energy Corporation) and as a member of the Board and Workforce Development Committee of the Business Roundtable (2018-2019).

Thomas A. Kennedy (1955)

Year of Election or Appointment: 2021

Trustee

Mr. Kennedy also serves as Trustee of other Fidelity^® funds. Previously, Mr. Kennedy served as a Member of the Advisory Board of certain Fidelity^® funds (2020) and held a variety of positions at Raytheon Company (aerospace and defense, 1983-2020), including Chairman and Chief Executive Officer (2014-2020) and Executive Vice President and Chief Operating Officer (2013-2014). Mr. Kennedy currently serves as Executive Chairman of the Board of Directors of Raytheon Technologies Corporation (aerospace and defense, 2020-present). He is also a member of the Rutgers School of Engineering Industry Advisory Board (2011-present) and a member of the UCLA Engineering Dean’s Executive Board (2016-present).

Oscar Munoz (1959)

Year of Election or Appointment: 2021

Trustee

Mr. Munoz also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Munoz served as Executive Chairman (2020-2021), Chief Executive Officer (2015-2020), President (2015-2016) and a member of the Board (2010-2021) of United Airlines Holdings, Inc. Mr. Munoz currently serves as a member of the Board of CBRE Group, Inc. (commercial real estate, 2020-present), a member of the Board of Univision Communications, Inc. (Hispanic media, 2020-present) and a member of the Advisory Board of Salesforce.com, Inc. (cloud-based software, 2020-present). Previously, Mr. Munoz served as a Member of the Advisory Board of certain Fidelity® funds (2021).

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

Mr. Smith also serves as Trustee of other Fidelity^® funds. Prior to his retirement, Mr. Smith served as Chairman and Chief Executive Officer (1990-1997) and President (1986-1990) of Inbrand Corp. (manufacturer of personal absorbent products). Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank (now Bank of America). Mr. Smith previously served as a member of the Advisory Board of certain Fidelity^® funds (2012-2013).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Lead Independent Trustee

Mr. Thomas also serves as Trustee of other Fidelity^® funds. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). Mr. Thomas currently serves as a member of the Board of Fortune Brands Home and Security (home and security products, 2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication).

Susan Tomasky (1953)

Year of Election or Appointment: 2020

Trustee

Ms. Tomasky also serves as Trustee of other Fidelity^® funds. Prior to her retirement, Ms. Tomasky served in various executive officer positions at American Electric Power Company, Inc. (1998-2011), including most recently as President of AEP Transmission (2007-2011). Ms. Tomasky currently serves as a member of the Board and Sustainability Committee and as Chair of the Audit Committee of Marathon Petroleum Corporation (2018-present) and as a member of the Board, Corporate Governance Committee and Organization and Compensation Committee and as Chair of the Audit Committee of Public Service Enterprise Group, Inc. (utilities company, 2012-present). In addition, Ms. Tomasky currently serves as a member (2009-present) and President (2020-present) of the Board of the Royal Shakespeare Company – America (2009-present), as a member of the Board of the Columbus Association for the Performing Arts (2011-present) and as a member of the Board and Investment Committee of Kenyon College (2016-present). Previously, Ms. Tomasky served as a Member of the Advisory Board of certain Fidelity^® funds (2020), as a member of the Board of the Columbus Regional Airport Authority (2007-2020), as a member of the Board (2011-2018) and Lead Independent Director (2015-2018) of Andeavor Corporation (previously Tesoro Corporation) (independent oil refiner and marketer) and as a member of the Board of Summit Midstream Partners LP (energy, 2012-2018).

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Mr. Wiley also serves as Trustee of other Fidelity^® funds. Previously, Mr. Wiley served as a member of the Advisory Board of certain Fidelity^® funds (2018-2020), Chairman, President and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004). Mr. Wiley also previously served as a member of the Board of Andeavor Corporation (independent oil refiner and marketer, 2005-2018), a member of the Board of Andeavor Logistics LP (natural resources logistics, 2015-2018) and a member of the Board of High Point Resources (exploration and production, 2005-2020).

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Mr. Lynch also serves as a Member of the Advisory Board of other Fidelity^® funds. Mr. Lynch is Vice Chairman and a Director of Fidelity Management & Research Company LLC (investment adviser firm). In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served as Vice Chairman and a Director of FMR Co., Inc. (investment adviser firm) and on the Special Olympics International Board of Directors (1997-2006).

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as an officer of other funds. Mr. Brown serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Secretary and CLO of certain funds (2018-2019); CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-2019); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-2019); and Assistant Secretary of certain funds (2009-2018).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves as Co-Head of Equity (2018-present), a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), and is an employee of Fidelity Investments. Previously, Mr. Cohen served as Executive Vice President of Fidelity SelectCo, LLC (2019), Head of Global Equity Research (2016-2018), Chief Investment Officer - Equity and a Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2013-2015) and as a Director of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2017).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as an officer of other funds. Mr. Davis serves as Assistant Treasurer of FIMM, LLC (2021-present), FMR Capital, Inc. (2017-present), FD Funds GP LLC (2021-present), FD Funds Holding LLC (2021-present), and FD Funds Management LLC (2021-present); and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2017-present). Previously, Ms. Del Prato served as President and Treasurer of The North Carolina Capital Management Trust: Cash Portfolio and Term Portfolio (2018-2020). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2020

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity^® funds (2016-2020) and Assistant Treasurer of certain Fidelity^® funds (2016-2018).

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Ms. Holding also serves as Vice President of other funds. Ms. Holding serves as Co-Head of Equity (2018-present) and is an employee of Fidelity Investments (2013-present). Previously, Ms. Holding served as Executive Vice President of Fidelity SelectCo, LLC (2019) and as Chief Investment Officer of Fidelity Institutional Asset Management (2013-2018).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present); Secretary of FD Funds GP LLC (2021-present), FD Funds Holding LLC (2021-present), and FD Funds Management LLC (2021-present); and Assistant Secretary of FIMM, LLC (2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2020

Deputy Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2020

Chief Compliance Officer

Mr. Pogorelec also serves as Chief Compliance Officer of other funds. Mr. Pogorelec is a senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2006-present). Previously, Mr. Pogorelec served as Vice President, Associate General Counsel for Fidelity Investments (2010-2020) and Assistant Secretary of certain Fidelity funds (2015-2020).

Brett Segaloff (1972)

Year of Election or Appointment: 2021

Anti-Money Laundering (AML) Officer

Mr. Segaloff also serves as an AML Officer of other funds and other related entities. He is Director, Anti-Money Laundering (2007-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments (1996-present).

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FIMM, LLC (2021-present) and FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity^® funds.

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as an officer of other funds. Mr. Wegmann serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2011-present). Previously, Mr. Wegmann served as Assistant Treasurer of certain Fidelity® funds (2019-2021).

Shareholder Expense Example

As a shareholder, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or redemption proceeds, as applicable and (2) ongoing costs, which generally include management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in a fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class/Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. If any fund is a shareholder of any underlying mutual funds or exchange-traded funds (ETFs) (the Underlying Funds), such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses incurred presented in the table. These fees and expenses are not included in the annualized expense ratio used to calculate the expense estimate in the table below. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. If any fund is a shareholder of any Underlying Funds, such fund indirectly bears its proportional share of the expenses of the Underlying Funds in addition to the direct expenses as presented in the table. These fees and expenses are not included in the annualized expense ratio used to calculate the expense estimate in the table below. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2021	Ending Account Value December 31, 2021	Expenses Paid During Period-^B July 1, 2021 to December 31, 2021
VIP Disciplined Small Cap Portfolio
Initial Class	.57%
Actual		$1,000.00	$998.70	$2.87**
Hypothetical-^C		$1,000.00	$1,022.33	$2.91**
Service Class	.67%
Actual		$1,000.00	$997.90	$3.37**
Hypothetical-^C		$1,000.00	$1,021.83	$3.41**
Service Class 2	.82%
Actual		$1,000.00	$997.60	$4.13**
Hypothetical-^C		$1,000.00	$1,021.07	$4.18**
Investor Class	.65%
Actual		$1,000.00	$998.60	$3.27**
Hypothetical-^C		$1,000.00	$1,021.93	$3.31**

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B Expenses are equal to the annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 365 (to reflect the one-half year period). The fees and expenses of any Underlying Funds are not included in each annualized expense ratio.

^C 5% return per year before expenses

** If fees and changes to the class level expense contract and/ or expense cap, effective February 1, 2022, had been in effect during the current period, the restated annualized expense ratio and the expenses paid in the actual and hypothetical examples above would be as shown in table below:

	Annualized Expense Ratio-^(a)	Expenses Paid
VIP Disciplined Small Cap Portfolio
Initial Class	.48%
Actual		$2.42
Hypothetical-^(b)		$2.45
Service Class	.58%
Actual		$2.92
Hypothetical-^(b)		$2.96
Service Class 2	.73%
Actual		$3.68
Hypothetical-^(b)		$3.72
Investor Class	.56%
Actual		$2.82
Hypothetical-^(b)		$2.85

(a) Annualized expense ratio reflects expenses net of applicable fee waivers.

(b) 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of VIP Disciplined Small Cap Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
VIP Disciplined Small Cap Portfolio
Initial Class	02/04/22	02/04/22	$0.039	$3.208
Service Class	02/04/22	02/04/22	$0.035	$3.208
Service Class 2	02/04/22	02/04/22	$0.030	$3.208
Investor Class	02/04/22	02/04/22	$0.036	$3.208

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2021, $63,202,293, or, if subsequently determined to be different, the net capital gain of such year.

Initial Class designates 89% and 38%; Service Class designates 100% and 39%; Service Class 2 designates 100% and 42%; and Investor Class designates 97% and 39%; of the dividends distributed in February and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders

Fidelity Investments

VDSC-ANN-0322
1.820582.116

Fidelity® Variable Insurance Products:

International Capital Appreciation Portfolio

Annual Report

December 31, 2021

Contents

Note to Shareholders
Performance
Management's Discussion of Fund Performance
Investment Summary
Schedule of Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Note to Shareholders:

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2021	Past 1 year	Past 5 years	Past 10 years
Initial Class	12.39%	16.86%	13.16%
Service Class	12.21%	16.74%	13.04%
Service Class 2	12.11%	16.56%	12.88%
Investor Class	12.24%	16.76%	13.07%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP International Capital Appreciation Portfolio - Initial Class on December 31, 2011.

The chart shows how the value of your investment would have changed, and also shows how the MSCI ACWI (All Country World Index) ex USA Index performed over the same period.

	Period Ending Values
	$34,433	VIP International Capital Appreciation Portfolio - Initial Class
	$20,504	MSCI ACWI (All Country World Index) ex USA Index

Management's Discussion of Fund Performance

Market Recap: International equities gained 7.98% in 2021, according to the MSCI ACWI (All Country World Index) ex USA Index, amid an improved outlook for global economic growth, widespread COVID-19 vaccination, fiscal stimulus in the U.S. and abroad, and government spending programs. In the first quarter, the index gained 3.54%, as the rollout of vaccines began in some countries and investors saw reason to be hopeful. The momentum continued in the second quarter, and the index advanced 5.53%. However, in September, sentiment turned broadly negative, with the index returning -3.18% due to a host of factors. These included inflationary pressure from surging commodity prices, rising bond yields, supply constraints and disruption, and the fast-spreading delta variant of the coronavirus. Stocks rebounded in October (+2.39%) amid strength in corporate earnings and notable improvement in the global economy. Then in November, the index stalled, returning -4.50% amid the emergence of a new, more highly transmissible variant, omicron, and persistently higher inflation. In December, stocks rallied after studies suggested omicron resulted in fewer severe COVID-19 cases, and the index gained 4.14%. For the full year, Canada (+27%) led the way, followed by the U.K. (+18%) and Europe ex U.K. (+17%). On the other hand, emerging markets (-2%) and Japan (+2%) lagged most. By sector, energy (+27%) and financials (+17%) fared best, whereas communication services and consumer discretionary (-6% each) notably struggled.

Comments from Portfolio Manager Sammy Simnegar: For the year ending December 31, 2021, the fund's share classes gained about 12%, outpacing the 7.98% increase in the benchmark MSCI All Country World ex USA Index (Net MA). From a regional standpoint, an underweighting in emerging markets, specifically China, along with a non-benchmark allocation to the U.S., contributed most to the fund's relative result in 2021. Among sectors, security selection in industrials and health care, especially within the pharmaceuticals, biotechnology & life sciences industry, particularly drove the fund’s outperformance. Further bolstering performance versus the benchmark was our positioning in the information technology sector, most notably in the semiconductors & semiconductor equipment group. Our top individual relative contributor was an out-of-benchmark stake in Nvidia (+125%). Also lifting performance was our overweighting in Kingspan Group, which rose about 70%. The fund's non-benchmark exposure to Accenture (+61%) helped as well. Conversely, stock picks in emerging markets and Europe ex U.K., especially Spain, pressured the fund's relative performance most this past year. By sector, key detractors from performance versus the benchmark were security selection and an underweighting in financials, particularly among banks. Investment choices and smaller-than-benchmark exposure to utilities stocks, in addition to security selection in communication services, also hurt the portfolio's relative performance. The biggest individual relative detractor was an outsized stake in Evolution (-30%), a position that was no longer held at the end of the period. Overweighted exposure to Tencent Holdings (-20%), a position we exited during the year, also hurt. Lastly, Iberdrola returned -25% in the portfolio and further hindered relative performance. This position was sold prior to the end of 2021. Notable changes in positioning this period include increases to equities in the U.K. and France. By sector, meaningful shifts in exposure include an uptick in health care and industrials companies.

Investment Summary (Unaudited)

Geographic Diversification (% of fund's net assets)

As of December 31, 2021
	United States of America^*	14.9%
	France	14.5%
	Japan	8.3%
	Canada	8.0%
	United Kingdom	7.8%
	Netherlands	7.6%
	Switzerland	6.9%
	India	6.8%
	Ireland	5.0%
	Other	20.2%

* Includes Short-Term investments and Net Other Assets (Liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation as of December 31, 2021

	% of fund's net assets
Stocks	97.3
Short-Term Investments and Net Other Assets (Liabilities)	2.7

Top Ten Stocks as of December 31, 2021

	% of fund's net assets
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)	2.9
Nestle SA (Reg. S) (Switzerland, Food Products)	2.7
ASML Holding NV (Netherlands) (Netherlands, Semiconductors & Semiconductor Equipment)	2.4
LVMH Moet Hennessy Louis Vuitton SE (France, Textiles, Apparel & Luxury Goods)	2.1
Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)	1.9
Diageo PLC (United Kingdom, Beverages)	1.7
Schneider Electric SA (France, Electrical Equipment)	1.7
Sony Group Corp. (Japan, Household Durables)	1.6
Atlas Copco AB (A Shares) (Sweden, Machinery)	1.6
Brookfield Asset Management, Inc. Class A (Canada, Capital Markets)	1.5
	20.1

Top Market Sectors as of December 31, 2021

	% of fund's net assets
Industrials	28.0
Information Technology	26.0
Health Care	12.1
Financials	8.8
Consumer Discretionary	8.6
Consumer Staples	5.7
Materials	5.4
Energy	1.5
Communication Services	1.2

Schedule of Investments December 31, 2021

Showing Percentage of Net Assets

Common Stocks - 97.3%
	Shares	Value
Bailiwick of Jersey - 2.7%
Experian PLC	175,612	$8,649,925
Ferguson PLC	55,600	9,876,048

TOTAL BAILIWICK OF JERSEY		18,525,973

Bermuda - 1.2%
IHS Markit Ltd.	60,760	8,076,219
Canada - 8.0%
Brookfield Asset Management, Inc. Class A	174,446	10,533,049
Canadian National Railway Co.	78,500	9,642,539
Canadian Pacific Railway Ltd.	128,600	9,249,400
Constellation Software, Inc.	5,050	9,369,577
Thomson Reuters Corp.	68,500	8,191,624
Waste Connections, Inc. (Canada)	58,010	7,906,181

TOTAL CANADA		54,892,370

Cayman Islands - 0.8%
Shenzhou International Group Holdings Ltd.	267,200	5,173,976
Denmark - 3.4%
DSV A/S	42,600	9,927,006
Novo Nordisk A/S Series B	117,300	13,175,825

TOTAL DENMARK		23,102,831

France - 14.5%
Air Liquide SA	54,670	9,534,687
Compagnie de St. Gobain	129,200	9,088,784
Dassault Systemes SA	149,300	8,860,262
EssilorLuxottica SA	46,560	9,911,554
Hermes International SCA	5,389	9,416,606
LVMH Moet Hennessy Louis Vuitton SE	17,741	14,661,764
Pernod Ricard SA	38,206	9,191,517
Sartorius Stedim Biotech	15,657	8,598,922
Schneider Electric SA	58,370	11,475,284
Teleperformance	19,876	8,886,093

TOTAL FRANCE		99,625,473

Germany - 3.6%
Brenntag SE	83,888	7,575,410
Infineon Technologies AG	181,300	8,346,775
Merck KGaA	33,420	8,597,541

TOTAL GERMANY		24,519,726

Hong Kong - 1.2%
Techtronic Industries Co. Ltd.	416,500	8,289,886
India - 6.8%
HDFC Bank Ltd.	431,150	8,518,348
Housing Development Finance Corp. Ltd.	266,400	9,250,467
Kotak Mahindra Bank Ltd. (a)	360,800	8,700,063
Reliance Industries Ltd.	329,700	10,482,226
Tata Consultancy Services Ltd.	190,500	9,560,933

TOTAL INDIA		46,512,037

Ireland - 5.0%
Accenture PLC Class A	21,800	9,037,190
ICON PLC (a)	25,950	8,036,715
Kingspan Group PLC (Ireland)	70,680	8,431,072
Linde PLC	25,340	8,778,536

TOTAL IRELAND		34,283,513

Japan - 8.3%
Hoya Corp.	53,700	7,987,542
Keyence Corp.	15,674	9,848,880
Recruit Holdings Co. Ltd.	157,260	9,570,171
Shin-Etsu Chemical Co. Ltd.	49,500	8,572,025
Sony Group Corp.	87,500	11,049,348
Tokyo Electron Ltd.	17,789	10,249,978

TOTAL JAPAN		57,277,944

Netherlands - 7.6%
Adyen BV (a)(b)	3,537	9,284,634
ASM International NV (Netherlands)	19,390	8,559,089
ASML Holding NV (Netherlands)	20,500	16,420,927
Ferrari NV	35,000	9,009,216
Wolters Kluwer NV	78,132	9,196,215

TOTAL NETHERLANDS		52,470,081

Sweden - 4.4%
ASSA ABLOY AB (B Shares)	312,300	9,519,210
Atlas Copco AB (A Shares)	158,850	10,976,669
Hexagon AB (B Shares)	600,300	9,509,082

TOTAL SWEDEN		30,004,961

Switzerland - 6.9%
Lonza Group AG	11,566	9,629,717
Nestle SA (Reg. S)	133,740	18,672,420
Partners Group Holding AG	5,385	8,889,609
Sika AG	25,205	10,475,637

TOTAL SWITZERLAND		47,667,383

Taiwan - 2.9%
Taiwan Semiconductor Manufacturing Co. Ltd.	896,200	19,790,505
United Kingdom - 7.8%
Ashtead Group PLC	108,500	8,746,679
Atlassian Corp. PLC (a)	21,550	8,216,800
Diageo PLC	211,100	11,542,118
RELX PLC (London Stock Exchange)	299,600	9,781,020
Rentokil Initial PLC	1,183,700	9,369,872
St. James's Place PLC	259,966	5,940,805

TOTAL UNITED KINGDOM		53,597,294

United States of America - 12.2%
Adobe, Inc. (a)	13,444	7,623,555
Alphabet, Inc. Class A (a)	2,856	8,273,946
Danaher Corp.	27,850	9,162,929
Microsoft Corp.	25,900	8,710,688
Moody's Corp.	21,250	8,299,825
NICE Systems Ltd. sponsored ADR (a)	28,700	8,713,320
NVIDIA Corp.	25,872	7,609,214
SolarEdge Technologies, Inc. (a)	28,860	8,097,250
Thermo Fisher Scientific, Inc.	13,024	8,690,134
Zoetis, Inc. Class A	35,060	8,555,692

TOTAL UNITED STATES OF AMERICA		83,736,553

TOTAL COMMON STOCKS
(Cost $481,445,349)		667,546,725

Money Market Funds - 11.4%
Fidelity Cash Central Fund 0.08% (c)
(Cost $78,082,043)	78,066,430	78,082,043
TOTAL INVESTMENT IN SECURITIES - 108.7%
(Cost $559,527,392)		745,628,768
NET OTHER ASSETS (LIABILITIES) - (8.7)%		(59,651,871)
NET ASSETS - 100%		$685,976,897

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

Legend

(a) Non-income producing

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,284,634 or 1.4% of net assets.

(c) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

Affiliated Central Funds

Fiscal year to date information regarding the Fund's investments in Fidelity Central Funds, including the ownership percentage, is presented below.

Fund	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain/Loss	Change in Unrealized appreciation (depreciation)	Value, end of period	% ownership, end of period
Fidelity Cash Central Fund 0.08%	$11,311,957	$356,869,740	$290,099,542	$3,972	$(112)	$--	$78,082,043	0.1%
Fidelity Securities Lending Cash Central Fund 0.08%	3,400,900	29,560,627	32,961,527	4,032	--	--	--	0.0%
Total	$14,712,857	$386,430,367	$ 323,061,069	$8,004	$(112)	$--	$78,082,043

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Communication Services	$8,273,946	$8,273,946	$--	$--
Consumer Discretionary	59,222,464	--	59,222,464	--
Consumer Staples	39,406,055	--	39,406,055	--
Energy	10,482,226	10,482,226	--	--
Financials	60,132,166	36,783,404	23,348,762	--
Health Care	82,435,017	42,433,012	40,002,005	--
Industrials	192,425,307	51,355,849	141,069,458	--
Information Technology	177,808,659	97,037,385	80,771,274	--
Materials	37,360,885	17,350,561	20,010,324	--
Money Market Funds	78,082,043	78,082,043	--	--
Total Investments in Securities:	$745,628,768	$341,798,426	$403,830,342	$--

See accompanying notes which are an integral part of the financial statements.

Financial Statements

Statement of Assets and Liabilities

		December 31, 2021
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $481,445,349)	$667,546,725
Fidelity Central Funds (cost $78,082,043)	78,082,043
Total Investment in Securities (cost $559,527,392)		$745,628,768
Foreign currency held at value (cost $29,933)		30,159
Receivable for investments sold		239,910
Receivable for fund shares sold		22,415
Dividends receivable		96,970
Reclaims receivable		589,352
Distributions receivable from Fidelity Central Funds		830
Prepaid expenses		559
Other receivables		133,728
Total assets		746,742,691
Liabilities
Payable for investments purchased	$59,394,235
Payable for fund shares redeemed	539,241
Accrued management fee	337,534
Distribution and service plan fees payable	13,846
Other affiliated payables	83,923
Other payables and accrued expenses	397,015
Total liabilities		60,765,794
Net Assets		$685,976,897
Net Assets consist of:
Paid in capital		$468,691,773
Total accumulated earnings (loss)		217,285,124
Net Assets		$685,976,897
Net Asset Value and Maximum Offering Price
Initial Class:
Net Asset Value, offering price and redemption price per share ($185,776,713 ÷ 7,624,036 shares)		$24.37
Service Class:
Net Asset Value, offering price and redemption price per share ($5,064,099 ÷ 208,542 shares)		$24.28
Service Class 2:
Net Asset Value, offering price and redemption price per share ($68,271,346 ÷ 2,832,050 shares)		$24.11
Investor Class:
Net Asset Value, offering price and redemption price per share ($426,864,739 ÷ 17,673,735 shares)		$24.15

See accompanying notes which are an integral part of the financial statements.

Statement of Operations

		Year ended December 31, 2021
Investment Income
Dividends		$5,885,323
Non-Cash dividends		328,528
Income from Fidelity Central Funds (including $4,032 from security lending)		8,004
Income before foreign taxes withheld		6,221,855
Less foreign taxes withheld		(826,056)
Total income		5,395,799
Expenses
Management fee	$4,038,347
Transfer agent fees	686,041
Distribution and service plan fees	140,790
Accounting fees	299,765
Custodian fees and expenses	119,394
Independent trustees' fees and expenses	2,088
Audit	83,567
Legal	4,385
Interest	1,714
Miscellaneous	2,609
Total expenses before reductions	5,378,700
Expense reductions	(9,197)
Total expenses after reductions		5,369,503
Net investment income (loss)		26,296
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers (net of foreign taxes of $5,311)	53,412,472
Fidelity Central Funds	(112)
Foreign currency transactions	(141,114)
Total net realized gain (loss)		53,271,246
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers (net of increase in deferred foreign taxes of $110,232)	13,633,835
Assets and liabilities in foreign currencies	(17,194)
Total change in net unrealized appreciation (depreciation)		13,616,641
Net gain (loss)		66,887,887
Net increase (decrease) in net assets resulting from operations		$66,914,183

See accompanying notes which are an integral part of the financial statements.

Statement of Changes in Net Assets

	Year ended December 31, 2021	Year ended December 31, 2020
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$26,296	$1,677,974
Net realized gain (loss)	53,271,246	13,993,237
Change in net unrealized appreciation (depreciation)	13,616,641	75,574,477
Net increase (decrease) in net assets resulting from operations	66,914,183	91,245,688
Distributions to shareholders	(35,601,116)	(22,905,349)
Share transactions - net increase (decrease)	68,701,190	(64,519,839)
Total increase (decrease) in net assets	100,014,257	3,820,500
Net Assets
Beginning of period	585,962,640	582,142,140
End of period	$685,976,897	$585,962,640

See accompanying notes which are an integral part of the financial statements.

Financial Highlights

VIP International Capital Appreciation Portfolio Initial Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$23.03	$19.50	$14.82	$17.39	$12.80
Income from Investment Operations
Net investment income (loss)^A	.02	.08	.14^B	.12	.09
Net realized and unrealized gain (loss)	2.75	4.13	4.79	(2.31)	4.57
Total from investment operations	2.77	4.21	4.93	(2.19)	4.66
Distributions from net investment income	–	(.06)	(.09)^C	(.12)	(.07)
Distributions from net realized gain	(1.43)	(.61)	(.16)^C	(.26)	–
Total distributions	(1.43)	(.68)^D	(.25)	(.38)	(.07)
Net asset value, end of period	$24.37	$23.03	$19.50	$14.82	$17.39
Total Return^E,^F	12.39%	22.18%	33.33%	(12.75)%	36.45%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.82%	.85%	.86%	.89%	.92%
Expenses net of fee waivers, if any	.82%	.85%	.86%	.89%	.92%
Expenses net of all reductions	.82%	.80%	.84%	.85%	.89%
Net investment income (loss)	.08%	.39%	.78%^B	.69%	.57%
Supplemental Data
Net assets, end of period (000 omitted)	$185,777	$162,289	$235,985	$20,921	$28,572
Portfolio turnover rate^I	147%	158%	137%	184%	153%

^A Calculated based on average shares outstanding during the period.

^B Net investment income per share reflects one or more large, non-recurring dividend(s) which amounted to $.06 per share. Excluding such non-recurring dividend(s), the ratio of net investment income (loss) to average net assets would have been .46%.

^C The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.

^D Total distributions per share do not sum due to rounding.

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^G Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.

^I Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP International Capital Appreciation Portfolio Service Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$22.97	$19.46	$14.79	$17.36	$12.78
Income from Investment Operations
Net investment income (loss)^A	–^B	.06	.12^C	.10	.07
Net realized and unrealized gain (loss)	2.73	4.12	4.78	(2.30)	4.57
Total from investment operations	2.73	4.18	4.90	(2.20)	4.64
Distributions from net investment income	–	(.06)	(.07)^D	(.11)	(.06)
Distributions from net realized gain	(1.42)	(.61)	(.16)^D	(.26)	–
Total distributions	(1.42)	(.67)	(.23)	(.37)	(.06)
Net asset value, end of period	$24.28	$22.97	$19.46	$14.79	$17.36
Total Return^E,^F	12.21%	22.11%	33.15%	(12.85)%	36.35%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.92%	.94%	.96%	.99%	1.02%
Expenses net of fee waivers, if any	.92%	.94%	.96%	.99%	1.02%
Expenses net of all reductions	.92%	.90%	.94%	.95%	.99%
Net investment income (loss)	(.02)%	.30%	.68%^C	.59%	.47%
Supplemental Data
Net assets, end of period (000 omitted)	$5,064	$3,298	$739	$503	$236
Portfolio turnover rate^I	147%	158%	137%	184%	153%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

^C Net investment income per share reflects one or more large, non-recurring dividend(s) which amounted to $.06 per share. Excluding such non-recurring dividend(s), the ratio of net investment income (loss) to average net assets would have been .36%.

^D The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^I Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP International Capital Appreciation Portfolio Service Class 2

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$22.81	$19.33	$14.70	$17.26	$12.72
Income from Investment Operations
Net investment income (loss)^A	(.04)	.03	.09^B	.07	.05
Net realized and unrealized gain (loss)	2.73	4.09	4.75	(2.28)	4.54
Total from investment operations	2.69	4.12	4.84	(2.21)	4.59
Distributions from net investment income	–	(.03)	(.04)^C	(.09)	(.05)
Distributions from net realized gain	(1.39)	(.61)	(.16)^C	(.26)	–
Total distributions	(1.39)	(.64)	(.21)^D	(.35)	(.05)
Net asset value, end of period	$24.11	$22.81	$19.33	$14.70	$17.26
Total Return^E,^F	12.11%	21.91%	32.93%	(12.98)%	36.09%
Ratios to Average Net Assets^G,^H
Expenses before reductions	1.07%	1.09%	1.11%	1.14%	1.17%
Expenses net of fee waivers, if any	1.07%	1.09%	1.11%	1.14%	1.17%
Expenses net of all reductions	1.07%	1.05%	1.09%	1.10%	1.14%
Net investment income (loss)	(.17)%	.15%	.53%^B	.44%	.32%
Supplemental Data
Net assets, end of period (000 omitted)	$68,271	$41,512	$25,986	$17,134	$12,533
Portfolio turnover rate^I	147%	158%	137%	184%	153%

^A Calculated based on average shares outstanding during the period.

^C The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.

^D Total distributions per share do not sum due to rounding.

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^I Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

VIP International Capital Appreciation Portfolio Investor Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$22.85	$19.35	$14.71	$17.26	$12.71
Income from Investment Operations
Net investment income (loss)^A	–^B	.06	.12^C	.10	.08
Net realized and unrealized gain (loss)	2.72	4.10	4.75	(2.28)	4.54
Total from investment operations	2.72	4.16	4.87	(2.18)	4.62
Distributions from net investment income	–	(.05)	(.07)^D	(.11)	(.07)
Distributions from net realized gain	(1.42)	(.61)	(.16)^D	(.26)	–
Total distributions	(1.42)	(.66)	(.23)	(.37)	(.07)
Net asset value, end of period	$24.15	$22.85	$19.35	$14.71	$17.26
Total Return^E,^F	12.24%	22.14%	33.16%	(12.80)%	36.33%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.90%	.92%	.94%	.97%	1.00%
Expenses net of fee waivers, if any	.90%	.92%	.94%	.97%	1.00%
Expenses net of all reductions	.90%	.88%	.92%	.93%	.97%
Net investment income (loss)	- %^I	.32%	.70%^C	.61%	.49%
Supplemental Data
Net assets, end of period (000 omitted)	$426,865	$378,864	$319,432	$240,661	$286,191
Portfolio turnover rate^J	147%	158%	137%	184%	153%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

^D The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^I Amount represents less than .005%.

^J Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

See accompanying notes which are an integral part of the financial statements.

Notes to Financial Statements

For the period ended December 31, 2021

1. Organization.

VIP International Capital Appreciation Portfolio (the Fund) is a fund of Variable Insurance Products Fund II (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices	Expense Ratio^(a)
Fidelity Money Market Central Funds	Fidelity Management & Research Company LLC (FMR)	Each fund seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term Investments	Less than .005%

(a) Expenses expressed as a percentage of average net assets and are as of each underlying Central Fund's most recent annual or semi-annual shareholder report.

3. Significant Accounting Policies.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Foreign Currency. Certain Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2021, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), net operating losses, and losses deferred due to wash sales and excise tax regulations.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$188,950,921
Gross unrealized depreciation	(4,328,817)
Net unrealized appreciation (depreciation)	$184,622,104
Tax Cost	$561,006,664

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain	$41,313,284
Net unrealized appreciation (depreciation) on securities and other investments	$184,618,272

The Fund intends to elect to defer to its next fiscal year $8,352,905 of capital losses recognized during the period November 1,2021 to December 31,2021.

The tax character of distributions paid was as follows:

	December 31, 2021	December 31, 2020
Ordinary Income	$19,311,101	$ 2,310,726
Long-term Capital Gains	16,290,015	20,594,623
Total	$35,601,116	$ 22,905,349

Restricted Securities (including Private Placements). Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities held at period end is included at the end of the Schedule of Investments, if applicable.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, as applicable, are noted in the table below.

	Purchases ($)	Sales ($)
VIP International Capital Appreciation Portfolio	897,387,073	870,442,093

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .23% during the period. The group fee rate is based upon the monthly average net assets of a group of registered investment companies with which the investment adviser has management contracts. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .68% of the Fund's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$4,706
Service Class 2	136,084
	$140,790

	Amount	% of Class-Level Average Net Assets
Initial Class	$82,324	.06
Service Class	2,961	.06
Service Class 2	34,073	.06
Investor Class	566,683	.14
	$686,041

	% of Average Net Assets
VIP International Capital Appreciation Portfolio	.05

Brokerage Commissions. A portion of portfolio transactions were placed with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

	Amount
VIP International Capital Appreciation Portfolio	$2,564

Interfund Lending Program. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund, along with other registered investment companies having management contracts with Fidelity Management & Research Company LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the Fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. Activity in this program during the period for which loans were outstanding was as follows:

	Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
VIP International Capital Appreciation Portfolio	Borrower	$27,044,500	.29%	$1,714

	Purchases ($)	Sales ($)	Realized Gain (Loss) ($)
VIP International Capital Appreciation Portfolio	34,760,196	34,464,272	624,897

Other. During the period, the investment adviser reimbursed the Fund for certain losses as follows:

	Amount ($)
VIP International Capital Appreciation Portfolio	78,444

6. Committed Line of Credit.

	Amount
VIP International Capital Appreciation Portfolio	$1,061

7. Security Lending.

	Total Security Lending Fees Paid to NFS	Security Lending Income From Securities Loaned to NFS	Value of Securities Loaned to NFS at Period End
VIP International Capital Appreciation Portfolio	$420	$–	$–

8. Expense Reductions.

In addition, during the period the investment adviser or an affiliate reimbursed and/or waived a portion of fund-level operating expenses in the amount of $9,197.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2021	Year ended December 31, 2020
VIP International Capital Appreciation Portfolio
Distributions to shareholders
Initial Class	$7,944,073	$10,959,512
Service Class	259,844	30,662
Service Class 2	3,152,768	870,743
Investor Class	24,244,431	11,044,432
Total	$35,601,116	$22,905,349

10. Share Transactions.

Transactions for each class of shares were as follows and may contain in-kind transactions:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2021	Year ended December 31, 2020	Year ended December 31, 2021	Year ended December 31, 2020
VIP International Capital Appreciation Portfolio
Initial Class
Shares sold	3,300,193	5,538,612	$80,402,622	$110,616,163
Reinvestment of distributions	339,463	563,120	7,944,073	10,959,512
Shares redeemed	(3,061,007)	(11,159,510)	(70,562,404)	(205,269,702)
Net increase (decrease)	578,649	(5,057,778)	$17,784,291	$(83,694,027)
Service Class
Shares sold	78,401	116,500	$1,806,994	$2,322,828
Reinvestment of distributions	10,790	1,348	252,265	27,061
Shares redeemed	(24,248)	(12,240)	(575,552)	(248,765)
Net increase (decrease)	64,943	105,608	$1,483,707	$2,101,124
Service Class 2
Shares sold	1,253,378	979,178	$29,603,200	$19,037,415
Reinvestment of distributions	135,884	45,038	3,152,768	870,743
Shares redeemed	(376,802)	(548,785)	(8,861,375)	(10,288,458)
Net increase (decrease)	1,012,460	475,431	$23,894,593	$9,619,700
Investor Class
Shares sold	1,657,885	1,981,361	$38,720,039	$40,356,311
Reinvestment of distributions	1,043,791	569,420	24,244,431	11,044,432
Shares redeemed	(1,610,790)	(2,476,898)	(37,425,871)	(43,947,379)
Net increase (decrease)	1,090,886	73,883	$25,538,599	$7,453,364

11. Other.

At the end of the period, the investment adviser or its affiliates were owners of record of more than 10% and certain otherwise unaffiliated shareholders were owners of record of more than 10% of the outstanding shares as follows:

Fund	Affiliated %	Number of Unaffiliated Shareholders	Unaffiliated Shareholders %
VIP: International Capital Appreciation Portfolio	66%	1	22%

12. Coronavirus (COVID-19) Pandemic.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Variable Insurance Products Fund II and Shareholders of VIP International Capital Appreciation Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of VIP International Capital Appreciation Portfolio (one of the funds constituting Variable Insurance Products Fund II, referred to hereafter as the “Fund”) as of December 31, 2021, the related statement of operations for the year ended December 31, 2021, the statement of changes in net assets for each of the two years in the period ended December 31, 2021, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2021 and the financial highlights for each of the five years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 11, 2022

We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Bettina Doulton (1964)

Year of Election or Appointment: 2020

Trustee

Robert A. Lawrence (1952)

Year of Election or Appointment: 2020

Trustee

Acting Chairman of the Board of Trustees

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Thomas P. Bostick (1956)

Year of Election or Appointment: 2021

Trustee

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Vicki L. Fuller (1957)

Year of Election or Appointment: 2020

Trustee

Patricia L. Kampling (1959)

Year of Election or Appointment: 2020

Trustee

Thomas A. Kennedy (1955)

Year of Election or Appointment: 2021

Trustee

Oscar Munoz (1959)

Year of Election or Appointment: 2021

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Lead Independent Trustee

Susan Tomasky (1953)

Year of Election or Appointment: 2020

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as an officer of other funds. Mr. Brown serves as Assistant Treasurer of FIMM, LLC (2021-present) and is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2020

Assistant Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2020

Deputy Treasurer

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2020

Chief Compliance Officer

Brett Segaloff (1972)

Year of Election or Appointment: 2021

Anti-Money Laundering (AML) Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2021 to December 31, 2021).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2021	Ending Account Value December 31, 2021	Expenses Paid During Period-^B July 1, 2021 to December 31, 2021
VIP International Capital Appreciation Portfolio
Initial Class	.81%
Actual		$1,000.00	$1,059.10	$4.20
Hypothetical-^C		$1,000.00	$1,021.12	$4.13
Service Class	.92%
Actual		$1,000.00	$1,058.10	$4.77
Hypothetical-^C		$1,000.00	$1,020.57	$4.69
Service Class 2	1.07%
Actual		$1,000.00	$1,057.70	$5.55
Hypothetical-^C		$1,000.00	$1,019.81	$5.45
Investor Class	.89%
Actual		$1,000.00	$1,058.60	$4.62
Hypothetical-^C		$1,000.00	$1,020.72	$4.53

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of VIP International Capital Appreciation Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
VIP International Capital Appreciation Portfolio
Initial Class	02/04/22	02/04/22	$1.451
Service Class	02/04/22	02/04/22	$1.451
Service Class 2	02/04/22	02/04/22	$1.451
Investor Class	02/04/22	02/04/22	$1.451

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2021, $41,600,262, or, if subsequently determined to be different, the net capital gain of such year.

Initial Class, Service Class, Service Class 2, and Investor Class designate 1% of the dividends distributed in December, during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

	Pay Date	Income	Taxes
VIP International Capital Appreciation Portfolio
Initial Class	12/01/2021	$0.2403	$0.0348
Service Class	12/01/2021	$0.2353	$0.0348
Service Class 2	12/01/2021	$0.2268	$0.0348
Investor Class	12/01/2021	$0.2361	$0.0348

Fidelity Investments

VIPCAP-ANN-0322
1.811843.117

Fidelity® Variable Insurance Products:

Contrafund® Portfolio

Annual Report

December 31, 2021

Contents

Note to Shareholders
Performance
Management's Discussion of Fund Performance
Investment Summary
Schedule of Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Note to Shareholders:

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2021	Past 1 year	Past 5 years	Past 10 years
Initial Class	27.83%	20.17%	16.64%
Service Class	27.71%	20.05%	16.52%
Service Class 2	27.51%	19.87%	16.35%
Investor Class	27.74%	20.08%	16.55%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Contrafund℠ Portfolio - Initial Class on December 31, 2011.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

	Period Ending Values
	$46,617	VIP Contrafund℠ Portfolio - Initial Class
	$46,257	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Co-Managers William Danoff and Jean Park: For the year ending December 31, 2021, the fund's share classes gained about 28%, underperforming the 28.71% result of the benchmark S&P 500^® index. Versus the benchmark, security selection was the primary detractor, especially in the consumer discretionary sector. Also hurting our result was an underweighting in energy and real estate. The biggest individual relative detractor was an overweight position in Amazon.com (+2%). Amazon.com was among our biggest holdings. Another notable relative detractor was an out-of-benchmark stake in Okta (-13%). We reduced our position in the company the past 12 months. Another notable relative detractor was our lighter-than-benchmark stake in Tesla (+50%). Conversely, the top contributors to performance versus the benchmark were stock picks and an overweighting in the information technology sector, especially within the semiconductors & semiconductor equipment industry. Stock picks and an underweighting in consumer staples and stock selection in communication services also lifted the fund's relative performance. The biggest individual relative contributor was an overweight position in Nvidia (+125%). Nvidia was among the fund's largest holdings. Also helping performance was our overweighting in Alphabet, which gained 65%. Alphabet was among our biggest holdings. Another notable relative contributor was an outsized stake in Microsoft (+52%), which was the fund's largest holding. Notable changes in positioning include increased exposure to the financials sector and a lower allocation to consumer staples.

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2021

	% of fund's net assets
Microsoft Corp.	8.5
Alphabet, Inc. Class C	6.6
Apple, Inc.	5.6
Amazon.com, Inc.	5.0
Meta Platforms, Inc. Class A	4.9
NVIDIA Corp.	3.8
UnitedHealth Group, Inc.	3.3
Berkshire Hathaway, Inc. Class B	2.9
Salesforce.com, Inc.	1.9
Netflix, Inc.	1.7
	44.2

Top Market Sectors as of December 31, 2021

	% of fund's net assets
Information Technology	35.9
Communication Services	14.0
Health Care	13.4
Financials	12.1
Consumer Discretionary	12.1
Industrials	4.4
Consumer Staples	3.4
Materials	1.9
Utilities	0.5
Real Estate	0.4

Asset Allocation (% of fund's net assets)

As of December 31, 2021^*
	Stocks	98.5%
	Short-Term Investments and Net Other Assets (Liabilities)	1.5%

* Foreign investments - 6.8%

Schedule of Investments December 31, 2021

Showing Percentage of Net Assets

Common Stocks - 98.2%
	Shares	Value
COMMUNICATION SERVICES - 14.0%
Entertainment - 2.2%
Activision Blizzard, Inc.	869,500	$57,847,835
Live Nation Entertainment, Inc. (a)	12,300	1,472,187
Netflix, Inc. (a)	700,799	422,189,350
Roblox Corp. (a)	75,900	7,829,844
Spotify Technology SA (a)	6,500	1,521,195
The Walt Disney Co. (a)	307,458	47,622,170
Universal Music Group NV	564,800	15,961,861
Warner Music Group Corp. Class A	123,500	5,332,730
		559,777,172
Interactive Media & Services - 11.7%
Alphabet, Inc.:
Class A (a)	7,200	20,858,688
Class C (a)	567,267	1,641,438,119
Bumble, Inc. (b)	203,400	6,887,124
Meta Platforms, Inc. Class A (a)	3,599,013	1,210,528,023
Snap, Inc. Class A (a)	462,800	21,765,484
Zoominfo Technologies, Inc. (a)	145,800	9,360,360
		2,910,837,798
Media - 0.1%
Charter Communications, Inc. Class A (a)	1,152	751,069
Liberty Media Corp. Liberty Formula One Group Series C (a)	252,400	15,961,776
		16,712,845
Wireless Telecommunication Services - 0.0%
T-Mobile U.S., Inc. (a)	63,426	7,356,147

TOTAL COMMUNICATION SERVICES		3,494,683,962

CONSUMER DISCRETIONARY - 12.0%
Automobiles - 0.6%
BYD Co. Ltd. (H Shares)	41,500	1,403,711
General Motors Co. (a)	871,000	51,066,730
Hyundai Motor Co.	128,600	22,607,898
Li Auto, Inc. ADR (a)	45,500	1,460,550
Rad Power Bikes, Inc. (c)(d)	401,674	3,849,563
Rivian Automotive, Inc.	61,912	5,777,690
Tesla, Inc. (a)	7,000	7,397,460
Toyota Motor Corp.	2,551,800	47,163,880
XPeng, Inc. Class A	523,267	12,459,895
		153,187,377
Distributors - 0.3%
LKQ Corp.	517,147	31,044,334
Pool Corp.	67,900	38,431,400
		69,475,734
Diversified Consumer Services - 0.0%
Duolingo, Inc. (a)(b)	15,202	1,613,084
Hotels, Restaurants & Leisure - 0.4%
Airbnb, Inc. Class A	340,000	56,606,600
Chipotle Mexican Grill, Inc. (a)	14,385	25,148,576
Churchill Downs, Inc.	6,300	1,517,670
Dutch Bros, Inc.	27,700	1,410,207
Hilton Worldwide Holdings, Inc. (a)	104,700	16,332,153
		101,015,206
Household Durables - 0.8%
D.R. Horton, Inc.	442,891	48,031,529
Garmin Ltd.	43,746	5,956,893
Lennar Corp. Class A	313,302	36,393,160
Mohawk Industries, Inc. (a)	63,100	11,495,558
NVR, Inc. (a)	3,400	20,090,158
Sony Group Corp.	36,900	4,659,668
Taylor Morrison Home Corp. (a)	13,500	471,960
Tempur Sealy International, Inc.	1,347,100	63,354,113
		190,453,039
Internet & Direct Marketing Retail - 5.9%
Amazon.com, Inc. (a)	375,902	1,253,385,075
Cazoo Group Ltd.	672,093	3,850,085
Coupang, Inc. Class A (a)(b)	1,149,528	33,773,133
Deliveroo PLC Class A (a)(e)	1,290,300	3,683,338
Delivery Hero AG (a)(e)	11,200	1,239,734
Doordash, Inc.	106,075	15,794,568
eBay, Inc.	2,011,900	133,791,350
Etsy, Inc. (a)	59,400	13,005,036
Wayfair LLC Class A (a)	38,400	7,294,848
Zomato Ltd. (a)(c)	3,953,000	6,198,089
		1,472,015,256
Leisure Products - 0.0%
Thule Group AB (e)	55,400	3,345,741
Multiline Retail - 0.4%
Dollar General Corp.	350,000	82,540,500
Dollar Tree, Inc. (a)	34,600	4,861,992
		87,402,492
Specialty Retail - 2.9%
Academy Sports & Outdoors, Inc. (a)	458,953	20,148,037
AutoZone, Inc. (a)	10,700	22,431,373
Dick's Sporting Goods, Inc.	180,329	20,736,032
Fanatics, Inc. Class A (c)(d)	232,280	15,757,875
JD Sports Fashion PLC	1,103,000	3,252,201
Lowe's Companies, Inc.	405,000	104,684,400
National Vision Holdings, Inc. (a)	138,700	6,656,213
O'Reilly Automotive, Inc. (a)	39,900	28,178,577
The Home Depot, Inc.	966,960	401,298,070
TJX Companies, Inc.	664,654	50,460,532
Tractor Supply Co.	46,000	10,975,600
Warby Parker, Inc. (a)	25,400	1,182,624
Williams-Sonoma, Inc.	189,200	31,999,396
		717,760,930
Textiles, Apparel & Luxury Goods - 0.7%
Allbirds, Inc. Class B	306,000	4,153,032
Deckers Outdoor Corp. (a)	40,459	14,820,536
Dr. Martens Ltd.	1,921,300	11,174,755
LVMH Moet Hennessy Louis Vuitton SE	4,124	3,408,213
NIKE, Inc. Class B	848,830	141,474,496
On Holding AG	97,500	3,686,475
Under Armour, Inc. Class A (sub. vtg.) (a)	56,200	1,190,878
		179,908,385

TOTAL CONSUMER DISCRETIONARY		2,976,177,244

CONSUMER STAPLES - 3.4%
Beverages - 0.2%
Anheuser-Busch InBev SA NV	73,200	4,413,226
Constellation Brands, Inc. Class A (sub. vtg.)	6,400	1,606,208
Diageo PLC	417,994	22,854,268
PepsiCo, Inc.	114,570	19,901,955
The Coca-Cola Co.	68,500	4,055,885
		52,831,542
Food & Staples Retailing - 1.6%
Costco Wholesale Corp.	662,001	375,817,968
Walmart, Inc.	154,400	22,340,136
		398,158,104
Food Products - 0.0%
The Vita Coco Co., Inc. (b)	72,100	805,357
Household Products - 0.6%
Procter & Gamble Co.	838,500	137,161,830
Personal Products - 1.0%
Estee Lauder Companies, Inc. Class A	669,109	247,704,152
L'Oreal SA (a)	19,100	9,107,126
Olaplex Holdings, Inc.	119,500	3,481,035
		260,292,313

TOTAL CONSUMER STAPLES		849,249,146

ENERGY - 0.4%
Oil, Gas & Consumable Fuels - 0.4%
Canadian Natural Resources Ltd.	390,900	16,517,337
Cheniere Energy, Inc.	73,000	7,403,660
ConocoPhillips Co.	57,200	4,128,696
Diamondback Energy, Inc.	40,000	4,314,000
EOG Resources, Inc.	47,400	4,210,542
Hess Corp.	52,456	3,883,318
PDC Energy, Inc.	465,884	22,725,822
Pioneer Natural Resources Co.	22,600	4,110,488
Reliance Industries Ltd.	947,181	30,113,937
		97,407,800
FINANCIALS - 12.1%
Banks - 3.0%
Bank of America Corp.	5,183,147	230,598,210
JPMorgan Chase & Co.	2,240,239	354,741,846
Kotak Mahindra Bank Ltd. (a)	139,800	3,371,033
Nu Holdings Ltd. (b)	464,800	4,359,824
Royal Bank of Canada	642,600	68,199,573
Starling Bank Ltd. Series D (a)(c)(d)	2,287,995	4,008,493
SVB Financial Group (a)	15,500	10,512,720
The Toronto-Dominion Bank	804,600	61,686,318
Wells Fargo & Co.	532,900	25,568,542
		763,046,559
Capital Markets - 4.2%
Ameriprise Financial, Inc.	99,000	29,864,340
BlackRock, Inc. Class A	119,100	109,043,196
Brookfield Asset Management, Inc. (Canada) Class A	437,400	26,414,472
Charles Schwab Corp.	466,600	39,241,060
CME Group, Inc.	13,000	2,969,980
Coinbase Global, Inc. (a)	38,200	9,640,534
Goldman Sachs Group, Inc.	265,500	101,567,025
Intercontinental Exchange, Inc.	54,600	7,467,642
Moody's Corp.	192,710	75,268,672
Morgan Stanley	2,722,200	267,211,152
MSCI, Inc.	315,528	193,320,850
NASDAQ, Inc.	14,400	3,024,144
Nordnet AB	277,500	5,323,791
Raymond James Financial, Inc.	302,300	30,350,920
S&P Global, Inc.	311,000	146,770,230
		1,047,478,008
Consumer Finance - 1.0%
American Express Co.	71,500	11,697,400
Capital One Financial Corp.	1,116,000	161,920,440
Discover Financial Services	445,000	51,424,200
Synchrony Financial	459,300	21,306,927
		246,348,967
Diversified Financial Services - 2.9%
Berkshire Hathaway, Inc. Class B (a)	2,380,188	711,676,212
P3 Health Partners, Inc. (c)	267,397	1,788,351
		713,464,563
Insurance - 1.0%
Admiral Group PLC	711,631	30,460,984
American International Group, Inc.	702,611	39,950,461
Aon PLC	4,500	1,352,520
Arthur J. Gallagher & Co.	80,600	13,675,402
Brookfield Asset Management Reinsurance Partners Ltd.	2,671	167,741
Chubb Ltd.	336,200	64,990,822
Fairfax Financial Holdings Ltd. (sub. vtg.)	8,100	3,984,461
Hartford Financial Services Group, Inc.	167,400	11,557,296
Intact Financial Corp.	80,400	10,450,506
Marsh & McLennan Companies, Inc.	35,400	6,153,228
Progressive Corp.	334,600	34,346,690
The Travelers Companies, Inc.	199,800	31,254,714
		248,344,825

TOTAL FINANCIALS		3,018,682,922

HEALTH CARE - 13.4%
Biotechnology - 1.6%
AbbVie, Inc.	532,707	72,128,528
Alnylam Pharmaceuticals, Inc. (a)	29,900	5,070,442
Genmab A/S (a)	25,900	10,338,065
Horizon Therapeutics PLC (a)	486,600	52,436,016
Idorsia Ltd. (a)	309,853	6,314,427
Intellia Therapeutics, Inc. (a)	89,223	10,549,728
Regeneron Pharmaceuticals, Inc. (a)	325,325	205,449,244
Vertex Pharmaceuticals, Inc. (a)	78,700	17,282,520
Zai Lab Ltd. (a)	54,517	3,475,983
		383,044,953
Health Care Equipment & Supplies - 2.0%
Abbott Laboratories	215,471	30,325,389
Alcon, Inc.	17,300	1,507,176
Align Technology, Inc. (a)	29,700	19,518,246
DexCom, Inc. (a)	69,842	37,501,662
Edwards Lifesciences Corp. (a)	965,828	125,123,017
Envista Holdings Corp. (a)	171,053	7,707,648
IDEXX Laboratories, Inc. (a)	23,263	15,317,755
Intuitive Surgical, Inc. (a)	576,760	207,229,868
ResMed, Inc.	159,000	41,416,320
Sonova Holding AG	38,205	14,930,404
		500,577,485
Health Care Providers & Services - 4.3%
AmerisourceBergen Corp.	72,100	9,581,369
Anthem, Inc.	13,400	6,211,436
Cano Health, Inc. (a)	377,690	3,365,218
CVS Health Corp.	28,900	2,981,324
dentalcorp Holdings Ltd. (a)	337,000	4,334,551
Guardant Health, Inc. (a)	20,200	2,020,404
HCA Holdings, Inc.	392,867	100,935,390
Humana, Inc.	12,800	5,937,408
Laboratory Corp. of America Holdings (a)	202,600	63,658,946
McKesson Corp.	13,100	3,256,267
Molina Healthcare, Inc. (a)	5,200	1,654,016
Option Care Health, Inc. (a)	327,300	9,308,412
Tenet Healthcare Corp. (a)	373,000	30,470,370
UnitedHealth Group, Inc.	1,618,840	812,884,318
		1,056,599,429
Health Care Technology - 0.0%
Doximity, Inc.	56,900	2,852,397
Inspire Medical Systems, Inc. (a)	6,300	1,449,378
		4,301,775
Life Sciences Tools & Services - 3.4%
Bio-Rad Laboratories, Inc. Class A (a)	28,436	21,485,389
Charles River Laboratories International, Inc. (a)	163,500	61,603,530
Danaher Corp.	1,145,663	376,934,584
Eurofins Scientific SA	130,330	16,146,796
ICON PLC (a)	4,900	1,517,530
IQVIA Holdings, Inc. (a)	97,726	27,572,414
Maravai LifeSciences Holdings, Inc. (a)	518,292	21,716,435
Mettler-Toledo International, Inc. (a)	9,400	15,953,774
Sartorius Stedim Biotech	21,000	11,533,331
Thermo Fisher Scientific, Inc.	310,568	207,223,392
Veterinary Emergency Group LLC Class A (c)(d)(f)	113,742	3,656,146
Waters Corp. (a)	154,936	57,729,154
West Pharmaceutical Services, Inc.	68,500	32,127,185
WuXi AppTec Co. Ltd. (H Shares) (e)	42,080	728,537
		855,928,197
Pharmaceuticals - 2.1%
Asymchem Laboratories Tianjin Co. Ltd. (H Shares) (e)	106,116	4,354,845
Eli Lilly & Co.	842,334	232,669,497
Intra-Cellular Therapies, Inc. (a)	30,200	1,580,668
Merck & Co., Inc.	1,558,200	119,420,448
Nuvation Bio, Inc. (a)	226,385	1,924,273
Pfizer, Inc.	141,600	8,361,480
Roche Holding AG (participation certificate)	30,030	12,458,283
Royalty Pharma PLC	501,361	19,979,236
UCB SA	52,800	6,025,855
Zoetis, Inc. Class A	485,396	118,451,186
		525,225,771

TOTAL HEALTH CARE		3,325,677,610

INDUSTRIALS - 4.3%
Aerospace & Defense - 0.1%
Northrop Grumman Corp.	44,100	17,069,787
Space Exploration Technologies Corp. Class A (a)(c)(d)	8,200	4,592,000
		21,661,787
Air Freight & Logistics - 0.6%
Expeditors International of Washington, Inc.	54,400	7,305,376
United Parcel Service, Inc. Class B	702,400	150,552,416
Zipline International, Inc. (c)(d)	50,479	1,817,244
		159,675,036
Airlines - 0.2%
Joby Aviation, Inc. (c)	136,490	996,377
Southwest Airlines Co. (a)	840,000	35,985,600
		36,981,977
Building Products - 1.3%
Builders FirstSource, Inc. (a)	425,000	36,426,750
Carrier Global Corp.	1,159,300	62,880,432
Fortune Brands Home & Security, Inc.	909,440	97,219,136
Toto Ltd.	697,800	32,090,429
Trane Technologies PLC	470,375	95,029,861
		323,646,608
Commercial Services & Supplies - 0.2%
Aurora Innovation, Inc. (a)	163,789	1,844,264
Cintas Corp.	61,225	27,133,083
Clean TeQ Water Pty Ltd. (a)	3,117	1,587
Copart, Inc. (a)	118,300	17,936,646
GFL Environmental, Inc.	182,900	6,922,765
		53,838,345
Construction & Engineering - 0.1%
Quanta Services, Inc.	129,892	14,893,417
Electrical Equipment - 0.1%
AMETEK, Inc.	80,000	11,763,200
Rockwell Automation, Inc.	31,400	10,953,890
		22,717,090
Industrial Conglomerates - 0.6%
General Electric Co.	868,777	82,073,363
Roper Technologies, Inc.	122,000	60,006,920
		142,080,283
Machinery - 0.6%
AutoStore Holdings Ltd.	330,300	1,299,434
Cummins, Inc.	70,400	15,357,056
Deere & Co.	32,400	11,109,636
Fortive Corp.	38,600	2,944,794
Ingersoll Rand, Inc.	286,600	17,731,942
Nordson Corp.	6,100	1,557,147
Otis Worldwide Corp.	1,086,296	94,583,793
		144,583,802
Professional Services - 0.1%
Equifax, Inc.	87,100	25,502,009
Thomson Reuters Corp.	77,900	9,315,730
		34,817,739
Road & Rail - 0.4%
Canadian Pacific Railway Ltd. (b)	313,600	22,555,301
J.B. Hunt Transport Services, Inc.	77,100	15,759,240
Old Dominion Freight Lines, Inc.	197,500	70,780,050
		109,094,591
Trading Companies & Distributors - 0.0%
Ferguson PLC	45,800	8,135,306

TOTAL INDUSTRIALS		1,072,125,981

INFORMATION TECHNOLOGY - 35.8%
Communications Equipment - 0.0%
Arista Networks, Inc. (a)	90,000	12,937,500
Electronic Equipment & Components - 1.2%
Amphenol Corp. Class A	2,129,296	186,228,228
CDW Corp.	76,300	15,624,714
Keysight Technologies, Inc. (a)	203,900	42,107,389
Samsung SDI Co. Ltd.	9,192	5,064,356
Zebra Technologies Corp. Class A (a)	66,130	39,360,576
		288,385,263
IT Services - 4.1%
Accenture PLC Class A	695,697	288,401,191
Adyen BV (a)(e)	24,921	65,417,690
Affirm Holdings, Inc.	64,700	6,506,232
Cloudflare, Inc. (a)	513,800	67,564,700
Digitalocean Holdings, Inc. (a)	15,200	1,221,016
Endava PLC ADR (a)	2,100	352,632
EPAM Systems, Inc. (a)	81,300	54,344,985
Fidelity National Information Services, Inc.	256,900	28,040,635
MasterCard, Inc. Class A	367,140	131,920,745
MongoDB, Inc. Class A (a)	97,750	51,743,963
Okta, Inc. (a)	94,773	21,245,263
PayPal Holdings, Inc. (a)	385,171	72,635,547
Shopify, Inc. Class A (a)	62,500	86,055,279
Snowflake Computing, Inc. (a)	47,178	15,981,548
Thoughtworks Holding, Inc.	33,800	906,178
Visa, Inc. Class A	606,800	131,499,628
		1,023,837,232
Semiconductors & Semiconductor Equipment - 9.5%
Advanced Micro Devices, Inc. (a)	1,273,939	183,319,822
Analog Devices, Inc.	370,939	65,199,948
Applied Materials, Inc.	218,400	34,367,424
ASML Holding NV	117,499	93,545,654
Broadcom, Inc.	216,385	143,984,743
Enphase Energy, Inc. (a)	20,500	3,750,270
KLA Corp.	258,908	111,358,920
Lam Research Corp.	291,551	209,668,902
Lattice Semiconductor Corp. (a)	142,400	10,973,344
Marvell Technology, Inc.	1,409,231	123,293,620
Monolithic Power Systems, Inc.	6,550	3,231,312
NVIDIA Corp.	3,245,540	954,545,769
NXP Semiconductors NV	6,400	1,457,792
ON Semiconductor Corp. (a)	330,900	22,474,728
Qorvo, Inc. (a)	198,409	31,029,184
Qualcomm, Inc.	1,221,917	223,451,962
Semtech Corp. (a)	213,789	19,012,256
Silergy Corp.	11,000	1,994,407
SiTime Corp. (a)	7,600	2,223,304
Skyworks Solutions, Inc.	44,000	6,826,160
Synaptics, Inc. (a)	270,774	78,391,781
Teradyne, Inc.	19,900	3,254,247
Texas Instruments, Inc.	171,900	32,397,993
		2,359,753,542
Software - 15.3%
Adobe, Inc. (a)	598,653	339,472,170
ANSYS, Inc. (a)	19,000	7,621,280
Atlassian Corp. PLC (a)	587,048	223,835,532
Bill.Com Holdings, Inc. (a)	15,800	3,936,570
Cadence Design Systems, Inc. (a)	433,011	80,691,600
Ceridian HCM Holding, Inc. (a)	12,300	1,284,858
Confluent, Inc.	19,100	1,456,184
Crowdstrike Holdings, Inc. (a)	12,400	2,538,900
Datadog, Inc. Class A (a)	164,000	29,210,040
Dropbox, Inc. Class A (a)	41,206	1,011,195
Dynatrace, Inc. (a)	316,090	19,076,032
Epic Games, Inc. (a)(c)(d)	18,849	17,130,348
Fortinet, Inc. (a)	338,200	121,549,080
HubSpot, Inc. (a)	22,900	15,094,535
Informatica, Inc.	49,700	1,837,906
Intuit, Inc.	241,232	155,165,247
KnowBe4, Inc. (a)	275,200	6,313,088
Microsoft Corp.	6,261,613	2,105,905,676
Monday.com Ltd. (b)	16,448	5,077,827
Palo Alto Networks, Inc. (a)	9,300	5,177,868
Paycom Software, Inc. (a)	4,900	2,034,431
Qualtrics International, Inc.	113,400	4,014,360
Rapid7, Inc. (a)	5,116	602,102
Salesforce.com, Inc. (a)	1,861,438	473,047,239
Samsara, Inc.	64,000	1,799,040
SentinelOne, Inc. (b)	54,085	2,730,752
ServiceNow, Inc. (a)	206,702	134,172,335
Stripe, Inc. Class B (a)(c)(d)	74,500	3,115,590
Synopsys, Inc. (a)	74,000	27,269,000
Tanium, Inc. Class B (a)(c)(d)	350,002	4,441,525
Unity Software, Inc. (a)	16,400	2,345,036
Workday, Inc. Class A (a)	26,100	7,129,998
Xero Ltd. (a)	24,742	2,546,067
Zscaler, Inc. (a)	28,776	9,246,592
		3,817,880,003
Technology Hardware, Storage & Peripherals - 5.7%
Apple, Inc.	7,810,200	1,386,857,214
Dell Technologies, Inc. (a)	374,900	21,058,133
		1,407,915,347

TOTAL INFORMATION TECHNOLOGY		8,910,708,887

MATERIALS - 1.9%
Chemicals - 0.9%
FMC Corp.	10,000	1,098,900
LG Chemical Ltd.	2,320	1,200,151
LyondellBasell Industries NV Class A	355,000	32,741,650
Sherwin-Williams Co.	533,286	187,801,998
Westlake Chemical Corp.	40,056	3,890,639
		226,733,338
Metals & Mining - 1.0%
Barrick Gold Corp. (Canada)	660,509	12,557,999
Cleveland-Cliffs, Inc. (a)	417,600	9,091,152
Franco-Nevada Corp.	749,200	103,612,829
Freeport-McMoRan, Inc.	966,100	40,315,353
Gatos Silver, Inc. (a)	195,250	2,026,695
Ivanhoe Mines Ltd. (a)	77,100	629,015
Novagold Resources, Inc. (a)	53,174	364,456
Nucor Corp.	389,087	44,414,281
Steel Dynamics, Inc.	491,500	30,507,405
Stelco Holdings, Inc.	39,800	1,296,933
Sunrise Energy Metals Ltd. (a)	6,234	8,096
		244,824,214

TOTAL MATERIALS		471,557,552

REAL ESTATE - 0.4%
Equity Real Estate Investment Trusts (REITs) - 0.4%
Equity Commonwealth (a)	176,700	4,576,530
Prologis (REIT), Inc.	570,100	95,982,036
		100,558,566
UTILITIES - 0.5%
Electric Utilities - 0.5%
NextEra Energy, Inc.	1,301,800	121,536,048
TOTAL COMMON STOCKS
(Cost $10,740,609,092)		24,438,365,718

Preferred Stocks - 0.3%
Convertible Preferred Stocks - 0.3%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.0%
Rad Power Bikes, Inc.:
Series A (c)(d)	52,367	501,875
Series C (c)(d)	206,059	1,974,828
Series D (c)(d)	277,030	2,655,000
		5,131,703
Internet & Direct Marketing Retail - 0.1%
GoBrands, Inc.:
Series G (c)(d)	5,376	2,088,522
Series H (c)(d)	6,820	2,649,502
Reddit, Inc.:
Series E (c)(d)	27,000	1,668,449
Series F (c)(d)	85,531	5,285,337
		11,691,810
Textiles, Apparel & Luxury Goods - 0.0%
Discord, Inc. Series I (c)(d)	2,500	1,376,561
TOTAL CONSUMER DISCRETIONARY		18,200,074
CONSUMER STAPLES - 0.0%
Food Products - 0.0%
Bowery Farming, Inc. Series C1 (c)(d)	22,172	1,335,847
HEALTH CARE - 0.0%
Biotechnology - 0.0%
ElevateBio LLC Series C (c)(d)	515,200	1,896,451
Health Care Providers & Services - 0.0%
Lyra Health, Inc.:
Series E (c)(d)	229,170	4,177,769
Series F (c)(d)	6,800	123,964
		4,301,733
TOTAL HEALTH CARE		6,198,184
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
Relativity Space, Inc. Series E (c)(d)	208,655	4,764,658
Space Exploration Technologies Corp. Series N (a)(c)(d)	39,568	22,158,080
		26,922,738
Air Freight & Logistics - 0.0%
Zipline International, Inc. Series E (c)(d)	132,331	4,763,916
Transportation Infrastructure - 0.0%
Delhivery Private Ltd. Series H (c)(d)	5,460	2,613,596
TOTAL INDUSTRIALS		34,300,250
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.0%
ByteDance Ltd. Series E1 (a)(c)(d)	60,761	7,534,364
Semiconductors & Semiconductor Equipment - 0.0%
Tenstorrent, Inc. Series C1 (c)(d)	32,500	2,438,800
Software - 0.1%
Nuro, Inc.:
Series C (a)(c)(d)	305,791	6,374,434
Series D (c)(d)	63,961	1,333,313
Stripe, Inc. Series H (c)(d)	30,400	1,271,328
		8,979,075
TOTAL INFORMATION TECHNOLOGY		18,952,239

TOTAL CONVERTIBLE PREFERRED STOCKS		78,986,594

Nonconvertible Preferred Stocks - 0.0%
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Petroleo Brasileiro SA - Petrobras sponsored ADR	137,200	1,506,456
TOTAL PREFERRED STOCKS
(Cost $60,404,735)		80,493,050
	Principal Amount	Value

Preferred Securities - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Internet & Direct Marketing Retail - 0.0%
Circle Internet Financial Ltd. 0% (c)(g)	1,679,200	1,974,863
INFORMATION TECHNOLOGY - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%
Tenstorrent, Inc. 0% (c)(d)(g)	1,810,000	1,810,000
TOTAL PREFERRED SECURITIES
(Cost $3,489,200)		3,784,863
	Shares	Value

Money Market Funds - 1.8%
Fidelity Cash Central Fund 0.08% (h)	382,798,281	382,874,841
Fidelity Securities Lending Cash Central Fund 0.08% (h)(i)	52,606,689	52,611,950
TOTAL MONEY MARKET FUNDS
(Cost $435,481,881)		435,486,791
TOTAL INVESTMENT IN SECURITIES - 100.3%
(Cost $11,239,984,908)		24,958,130,422
NET OTHER ASSETS (LIABILITIES) - (0.3)%		(63,466,284)
NET ASSETS - 100%		$24,894,664,138

Legend

(a) Non-income producing

(b) Security or a portion of the security is on loan at period end.

(c) Restricted securities (including private placements) - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $150,123,058 or 0.6% of net assets.

(d) Level 3 security

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $78,769,885 or 0.3% of net assets.

(f) Investment is owned by a wholly-owned subsidiary (Subsidiary) that is treated as a corporation for U.S. tax purposes.

(g) Security is perpetual in nature with no stated maturity date.

(h) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(i) Investment made with cash collateral received from securities on loan.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Bowery Farming, Inc. Series C1	5/18/21	$1,335,847
ByteDance Ltd. Series E1	11/18/20	$6,657,837
Circle Internet Financial Ltd. 0%	5/11/21	$1,679,200
Delhivery Private Ltd. Series H	5/20/21	$2,665,156
Discord, Inc. Series I	9/15/21	$1,376,561
ElevateBio LLC Series C	3/9/21	$2,161,264
Epic Games, Inc.	7/13/20 - 7/30/20	$10,838,175
Fanatics, Inc. Class A	8/13/20 - 12/15/21	$7,999,410
GoBrands, Inc. Series G	3/2/21	$1,342,480
GoBrands, Inc. Series H	7/22/21	$2,649,506
Joby Aviation, Inc.	2/23/21	$1,364,900
Lyra Health, Inc. Series E	1/14/21	$2,098,418
Lyra Health, Inc. Series F	6/4/21	$106,790
Nuro, Inc. Series C	10/30/20	$3,991,979
Nuro, Inc. Series D	10/29/21	$1,333,313
P3 Health Partners, Inc.	5/25/21	$2,673,970
Rad Power Bikes, Inc.	1/21/21	$1,937,611
Rad Power Bikes, Inc. Series A	1/21/21	$252,610
Rad Power Bikes, Inc. Series C	1/21/21	$993,996
Rad Power Bikes, Inc. Series D	9/17/21	$2,655,000
Reddit, Inc. Series E	5/18/21	$1,146,803
Reddit, Inc. Series F	8/11/21	$5,285,337
Relativity Space, Inc. Series E	5/27/21	$4,764,658
Space Exploration Technologies Corp. Class A	2/16/21	$3,443,918
Space Exploration Technologies Corp. Series N	8/4/20	$10,683,360
Starling Bank Ltd. Series D	6/18/21	$4,090,673
Stripe, Inc. Class B	5/18/21	$2,989,564
Stripe, Inc. Series H	3/15/21	$1,219,800
Tanium, Inc. Class B	9/18/20	$3,988,343
Tenstorrent, Inc. Series C1	4/23/21	$1,932,265
Tenstorrent, Inc. 0%	4/23/21	$1,810,000
Veterinary Emergency Group LLC Class A	9/16/21 - 11/30/21	$3,656,146
Zipline International, Inc.	10/12/21	$1,817,244
Zipline International, Inc. Series E	12/21/20	$4,317,881
Zomato Ltd.	12/9/20 - 2/5/21	$2,407,613

Affiliated Central Funds

Fiscal year to date information regarding the Fund's investments in Fidelity Central Funds, including the ownership percentage, is presented below.

Fund	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain/Loss	Change in Unrealized appreciation (depreciation)	Value, end of period	% ownership, end of period
Fidelity Cash Central Fund 0.08%	$473,094,597	$4,873,644,191	$4,963,865,362	$259,494	$1,415	$--	$382,874,841	0.7%
Fidelity Securities Lending Cash Central Fund 0.08%	9,402,556	545,130,960	501,921,568	375,492	--	2	52,611,950	0.2%
Total	$482,497,153	$5,418,775,151	$5,465,786,930	$634,986	$1,415	$2	$435,486,791

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Communication Services	$3,494,683,962	$3,478,722,101	$15,961,861	$--
Consumer Discretionary	2,994,377,318	2,844,799,774	111,770,032	37,807,512
Consumer Staples	850,584,993	812,874,526	36,374,620	1,335,847
Energy	98,914,256	98,914,256	--	--
Financials	3,018,682,922	2,977,101,303	37,573,126	4,008,493
Health Care	3,331,875,794	3,240,798,320	81,223,144	9,854,330
Industrials	1,106,426,231	1,056,281,997	9,434,740	40,709,494
Information Technology	8,929,661,126	8,820,603,734	65,417,690	43,639,702
Materials	471,557,552	471,557,552	--	--
Real Estate	100,558,566	100,558,566	--	--
Utilities	121,536,048	121,536,048	--	--
Preferred Securities	3,784,863	--	1,974,863	1,810,000
Money Market Funds	435,486,791	435,486,791	--	--
Total Investments in Securities:	$24,958,130,422	$24,459,234,968	$359,730,076	$139,165,378
Net unrealized depreciation on unfunded commitments	$(85,348)	$--	$(85,348)	$--

See accompanying notes which are an integral part of the financial statements.

Financial Statements

Statement of Assets and Liabilities

		December 31, 2021
Assets
Investment in securities, at value (including securities loaned of $49,945,465) — See accompanying schedule: Unaffiliated issuers (cost $10,804,503,027)	$24,522,643,631
Fidelity Central Funds (cost $435,481,881)	435,486,791
Total Investment in Securities (cost $11,239,984,908)		$24,958,130,422
Foreign currency held at value (cost $98,633)		98,634
Receivable for investments sold		13,652,254
Receivable for fund shares sold		4,604,922
Dividends receivable		5,020,378
Distributions receivable from Fidelity Central Funds		42,453
Prepaid expenses		22,272
Other receivables		1,530,716
Total assets		24,983,102,051
Liabilities
Payable to custodian bank	$15,921
Payable for investments purchased	872,817
Unrealized depreciation on unfunded commitments	85,348
Payable for fund shares redeemed	16,371,387
Distributions payable	24,537
Accrued management fee	10,749,798
Distribution and service plan fees payable	2,201,298
Other affiliated payables	1,636,979
Other payables and accrued expenses	3,871,803
Collateral on securities loaned	52,608,025
Total liabilities		88,437,913
Net Assets		$24,894,664,138
Net Assets consist of:
Paid in capital		$11,057,124,027
Total accumulated earnings (loss)		13,837,540,111
Net Assets		$24,894,664,138
Net Asset Value and Maximum Offering Price
Initial Class:
Net Asset Value, offering price and redemption price per share ($10,409,644,818 ÷ 191,532,942 shares)		$54.35
Service Class:
Net Asset Value, offering price and redemption price per share ($2,001,478,966 ÷ 37,061,392 shares)		$54.00
Service Class 2:
Net Asset Value, offering price and redemption price per share ($9,861,434,843 ÷ 187,786,420 shares)		$52.51
Investor Class:
Net Asset Value, offering price and redemption price per share ($2,622,105,511 ÷ 48,632,681 shares)		$53.92

See accompanying notes which are an integral part of the financial statements.

Statement of Operations

		Year ended December 31, 2021
Investment Income
Dividends		$155,996,258
Income from Fidelity Central Funds (including $375,492 from security lending)		634,986
Total income		156,631,244
Expenses
Management fee	$120,891,270
Transfer agent fees	16,258,752
Distribution and service plan fees	24,759,472
Accounting fees	1,820,028
Custodian fees and expenses	262,187
Independent trustees' fees and expenses	78,991
Audit	87,052
Legal	42,692
Miscellaneous	99,115
Total expenses before reductions	164,299,559
Expense reductions	(361,877)
Total expenses after reductions		163,937,682
Net investment income (loss)		(7,306,438)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers (net of foreign taxes of $1,507,927)	2,055,154,057
Fidelity Central Funds	1,415
Foreign currency transactions	662,517
Total net realized gain (loss)		2,055,817,989
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers (net of decrease in deferred foreign taxes of $699,441)	3,584,971,002
Fidelity Central Funds	2
Unfunded commitments	(85,348)
Assets and liabilities in foreign currencies	(76,145)
Total change in net unrealized appreciation (depreciation)		3,584,809,511
Net gain (loss)		5,640,627,500
Net increase (decrease) in net assets resulting from operations		$5,633,321,062

See accompanying notes which are an integral part of the financial statements.

Statement of Changes in Net Assets

	Year ended December 31, 2021	Year ended December 31, 2020
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$(7,306,438)	$8,857,094
Net realized gain (loss)	2,055,817,989	992,395,089
Change in net unrealized appreciation (depreciation)	3,584,809,511	4,066,068,516
Net increase (decrease) in net assets resulting from operations	5,633,321,062	5,067,320,699
Distributions to shareholders	(2,897,643,752)	(130,357,635)
Share transactions - net increase (decrease)	1,027,321,142	(1,972,663,336)
Total increase (decrease) in net assets	3,762,998,452	2,964,299,728
Net Assets
Beginning of period	21,131,665,686	18,167,365,958
End of period	$24,894,664,138	$21,131,665,686

See accompanying notes which are an integral part of the financial statements.

Financial Highlights

VIP Contrafund Portfolio Initial Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$48.17	$37.17	$32.13	$37.94	$33.18
Income from Investment Operations
Net investment income (loss)^A	.04	.07	.16	.23	.35
Net realized and unrealized gain (loss)	12.88	11.24	9.15	(2.50)	6.69
Total from investment operations	12.92	11.31	9.31	(2.27)	7.04
Distributions from net investment income	(.02)^B	(.10)	(.16)	(.26)	(.36)
Distributions from net realized gain	(6.72)^B	(.21)	(4.11)	(3.28)	(1.91)
Total distributions	(6.74)	(.31)	(4.27)	(3.54)	(2.28)^C
Net asset value, end of period	$54.35	$48.17	$37.17	$32.13	$37.94
Total Return^D,^E	27.83%	30.57%	31.58%	(6.38)%	21.88%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.60%	.61%	.61%	.62%	.62%
Expenses net of fee waivers, if any	.60%	.61%	.61%	.62%	.62%
Expenses net of all reductions	.60%	.61%	.61%	.61%	.62%
Net investment income (loss)	.08%	.17%	.48%	.64%	.98%
Supplemental Data
Net assets, end of period (000 omitted)	$10,409,645	$8,916,447	$6,919,369	$6,240,295	$7,609,925
Portfolio turnover rate^H	34%	39%	37%^I	111%^I	70%

^A Calculated based on average shares outstanding during the period.

^B The amount shown reflects reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions per share do not sum due to rounding.

^D Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

^E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^F Fees and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central Funds, please refer to the "Investments in Fidelity Central Funds" note found in the Notes to Financial Statements section of the most recent Annual or Semi-Annual report.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur.

^H Amount does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs).

^I Portfolio turnover rate excludes securities received or delivered in-kind.

See accompanying notes which are an integral part of the financial statements.

VIP Contrafund Portfolio Service Class

Years ended December 31,	2021	2020	2019	2018	2017
Selected Per–Share Data
Net asset value, beginning of period	$47.89	$36.96	$31.97	$37.77	$33.04
Income from Investment Operations
Net investment income (loss)^A	(.01)	.03	.13	.19	.31
Net realized and unrealized gain (loss)	12.80	11.17	9.10	(2.48)	6.66
Total from investment operations	12.79	11.20	9.23	(2.29)	6.97
Distributions from net investment income	(.01)^B	(.06)	(.13)	(.22)	(.33)
Distributions from net realized gain	(6.67)^B	(.21)	(4.11)	(3.28)	(1.91)
Total distributions	(6.68)	(.27)	(4.24)	(3.51)^C	(2.24)
Net asset value, end of period	$54.00	$47.89	$36.96	$31.97	$37.77
Total Return^D,^E	27.71%	30.43%	31.45%	(6.49)%	21.76%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.70%	.71%	.71%	.72%	.72%
Expenses net of fee waivers, if any	.70%	.71%	.71%	.72%	.72%
Expenses net of all reductions	.70%	.71%	.71%	.71%	.72%
Net investment income (loss)	(.02)%	.07%	.38%	.54%	.88%
Supplemental Data
Net assets, end of period (000 omitted)	$2,001,479	$1,734,783	$1,493,164	$1,324,859	$1,569,798
Portfolio turnover rate^H	34%	39%	37%^I	111%^I	70%