Variable Insurance Products Fund Ii N-CSRS Certified semi-annual shareholder report (management investment company)

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 811-5511

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)

Scott C. Goebel, 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:	June 30, 2013

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Contrafund® Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.64%
Actual		$ 1,000.00	$ 1,115.40	$ 3.36
Hypothetical A		$ 1,000.00	$ 1,021.62	$ 3.21
Service Class	.74%
Actual		$ 1,000.00	$ 1,114.60	$ 3.88
Hypothetical A		$ 1,000.00	$ 1,021.12	$ 3.71
Service Class 2	.89%
Actual		$ 1,000.00	$ 1,113.80	$ 4.66
Hypothetical A		$ 1,000.00	$ 1,020.38	$ 4.46
Service Class 2R	.89%
Actual		$ 1,000.00	$ 1,113.60	$ 4.66
Hypothetical A		$ 1,000.00	$ 1,020.38	$ 4.46
Investor Class	.72%
Actual		$ 1,000.00	$ 1,114.60	$ 3.77
Hypothetical A		$ 1,000.00	$ 1,021.22	$ 3.61

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Procter & Gamble Co.	2.1	2.0
Capital One Financial Corp.	2.0	1.9
Exxon Mobil Corp.	2.0	2.4
JPMorgan Chase & Co.	2.0	1.6
Google, Inc. Class A	1.9	0.7
Apple, Inc.	1.8	5.6
Cisco Systems, Inc.	1.8	0.0
The Coca-Cola Co.	1.7	1.8
Microsoft Corp.	1.7	0.0
Comcast Corp. Class A	1.6	1.8
	18.6
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.4	19.5
Financials	16.9	15.9
Health Care	12.4	11.7
Consumer Discretionary	12.2	10.6
Industrials	10.2	10.5
Consumer Staples	10.1	10.5
Energy	9.9	10.8
Materials	3.3	3.6
Utilities	3.2	3.5
Telecommunication Services	2.1	2.4

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stocks and Equity Futures 98.1%			Stocks and Equity Futures 99.1%
	Bonds 0.0%†			Bonds 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 1.9%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		9.9%	** Foreign investments		11.1%

^† Amount represents less than 0.1%

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.6%
	Shares		Value
CONSUMER DISCRETIONARY - 12.1%
Diversified Consumer Services - 0.1%
H&R Block, Inc.	643,559		$ 17,858,762
Hotels, Restaurants & Leisure - 2.4%
Bloomin' Brands, Inc.	987,800		24,576,464
Domino's Pizza, Inc.	686,906		39,943,584
Icahn Enterprises LP rights (a)	363,975		4
Starbucks Corp.	2,132,345		139,647,274
Wynn Resorts Ltd.	585,742		74,974,976
Yum! Brands, Inc.	1,847,861		128,130,682
			407,272,984
Internet & Catalog Retail - 1.4%
Liberty Media Corp. Interactive Series A (a)	5,899,212		135,740,868
priceline.com, Inc. (a)	110,197		91,147,245
			226,888,113
Media - 4.7%
Comcast Corp. Class A	6,516,554		272,913,282
DIRECTV (a)	2,169,230		133,667,953
Legend Pictures LLC (a)(h)(i)	2,062		3,471,377
News Corp.:
Class A	6,196,235		201,997,261
Class A (a)(f)	499,500		7,642,350
Sirius XM Radio, Inc. (d)	9,374,609		31,404,940
Time Warner, Inc.	2,328,577		134,638,322
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	11,499		4,312,125
			790,047,610
Multiline Retail - 0.7%
Dollar General Corp. (a)	2,434,882		122,791,099
Specialty Retail - 1.4%
Lowe's Companies, Inc.	2,301,624		94,136,422
TJX Companies, Inc.	2,704,462		135,385,368
			229,521,790
Textiles, Apparel & Luxury Goods - 1.4%
NIKE, Inc. Class B	1,269,610		80,848,765
Oxford Industries, Inc.	37,900		2,364,960
PVH Corp.	919,333		114,962,592
Under Armour, Inc. Class A (sub. vtg.) (a)	679,530		40,574,736
			238,751,053
TOTAL CONSUMER DISCRETIONARY			2,033,131,411
CONSUMER STAPLES - 10.1%
Beverages - 2.9%
Anheuser-Busch InBev SA NV	288,071		25,935,959
Coca-Cola Bottling Co. CONSOLIDATED	129,797		7,937,087
Coca-Cola FEMSA S.A.B. de CV sponsored ADR	31,947		4,481,845
Coca-Cola Icecek A/S	314,515		9,050,439
	Shares		Value
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	236,570		$ 8,835,890
Constellation Brands, Inc. Class A (sub. vtg.) (a)	441,440		23,007,853
Diageo PLC sponsored ADR	382,735		43,995,388
Embotelladora Andina SA sponsored ADR	225,056		7,737,425
Pernod Ricard SA (d)	347,279		38,508,922
Remy Cointreau SA	264,851		28,103,474
The Coca-Cola Co.	7,155,128		286,992,184
			484,586,466
Food & Staples Retailing - 2.0%
CVS Caremark Corp.	3,203,231		183,160,749
Drogasil SA	495,600		4,797,526
Kroger Co.	2,868,754		99,086,763
United Natural Foods, Inc. (a)	158,315		8,547,427
Wal-Mart Stores, Inc.	538,157		40,087,315
			335,679,780
Food Products - 0.5%
Bunge Ltd.	377,832		26,739,171
Green Mountain Coffee Roasters, Inc. (a)	119,819		8,993,614
Mead Johnson Nutrition Co. Class A	381,638		30,237,179
Nestle SA	296,984		19,488,209
			85,458,173
Household Products - 2.1%
Procter & Gamble Co.	4,611,884		355,068,943
Personal Products - 0.2%
L'Oreal SA	107,196		17,615,874
Nu Skin Enterprises, Inc. Class A	131,808		8,056,105
			25,671,979
Tobacco - 2.4%
Altria Group, Inc.	3,341,667		116,924,928
British American Tobacco PLC sponsored ADR	2,463,988		253,642,925
Philip Morris International, Inc.	388,444		33,647,019
Souza Cruz SA	689,300		8,516,818
			412,731,690
TOTAL CONSUMER STAPLES			1,699,197,031
ENERGY - 9.9%
Energy Equipment & Services - 2.4%
Cameron International Corp. (a)	1,286,180		78,662,769
Dril-Quip, Inc. (a)	140,500		12,685,745
Ensco PLC Class A	1,192,401		69,302,346
Forum Energy Technologies, Inc. (a)	403,050		12,264,812
Halliburton Co.	685,156		28,584,708
National Oilwell Varco, Inc.	1,039,890		71,648,421
Noble Corp.	952,950		35,811,861
Ocean Rig UDW, Inc. (United States) (a)	689,100		12,906,843
Oceaneering International, Inc.	269,818		19,480,860
Oil States International, Inc. (a)	101,907		9,440,664
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Schlumberger Ltd.	528,002		$ 37,836,623
Vantage Drilling Co. (a)	7,698,000		15,703,920
			404,329,572
Oil, Gas & Consumable Fuels - 7.5%
Anadarko Petroleum Corp.	1,314,603		112,963,836
Apache Corp.	183,517		15,384,230
Bonanza Creek Energy, Inc. (a)	224,490		7,960,415
Cabot Oil & Gas Corp.	218,450		15,514,319
Canadian Natural Resources Ltd.	219,125		6,177,671
Chevron Corp.	1,584,728		187,536,712
Cimarex Energy Co.	264,942		17,218,581
Cobalt International Energy, Inc. (a)	660,409		17,547,067
Concho Resources, Inc. (a)	236,808		19,825,566
ConocoPhillips	222,359		13,452,720
Continental Resources, Inc. (a)	46,234		3,978,898
EOG Resources, Inc.	31,569		4,157,006
EQT Corp.	299,343		23,758,854
Exxon Mobil Corp.	3,728,031		336,827,601
Hess Corp.	490,207		32,593,863
InterOil Corp. (a)(d)	316,997		22,034,461
Kinder Morgan Holding Co. LLC	40,100		1,529,815
Marathon Oil Corp.	2,125,358		73,494,880
Marathon Petroleum Corp.	682,905		48,527,229
Murphy Oil Corp.	240,687		14,655,431
Noble Energy, Inc.	860,300		51,652,412
Occidental Petroleum Corp.	1,044,586		93,208,409
Phillips 66	1,087,504		64,064,861
Spectra Energy Corp.	18,400		634,064
Suncor Energy, Inc.	1,638,960		48,310,126
Synergy Resources Corp. (a)	745,736		5,458,788
The Williams Companies, Inc.	917,860		29,802,914
Western Gas Equity Partners LP	48,500		1,996,745
			1,270,267,474
TOTAL ENERGY			1,674,597,046
FINANCIALS - 16.9%
Capital Markets - 2.4%
Ameriprise Financial, Inc.	940,323		76,053,324
BlackRock, Inc. Class A	230,405		59,179,524
Credit Suisse Group	605,618		16,033,183
Deutsche Bank AG	491,200		20,597,417
E*TRADE Financial Corp. (a)	2,439,627		30,885,678
Evercore Partners, Inc. Class A	325,400		12,781,712
Morgan Stanley	835,019		20,399,514
Northern Trust Corp.	469,001		27,155,158
Oaktree Capital Group LLC Class A	258,400		13,578,920
State Street Corp.	779,503		50,831,391
TD Ameritrade Holding Corp.	753,006		18,290,516
	Shares		Value
The Blackstone Group LP	1,072,067		$ 22,577,731
UBS AG	1,734,559		29,442,125
			397,806,193
Commercial Banks - 2.7%
Barclays PLC	4,070,651		17,335,867
CIT Group, Inc. (a)	626,673		29,221,762
Comerica, Inc.	214,600		8,547,518
First Horizon National Corp.	1,931,760		21,635,712
Huntington Bancshares, Inc.	2,041,751		16,088,998
KBC Groupe SA	107,734		4,011,335
Lloyds Banking Group PLC (a)	6,897,573		6,623,822
M&T Bank Corp.	284,014		31,738,565
PNC Financial Services Group, Inc.	337,459		24,607,510
Sumitomo Mitsui Financial Group, Inc.	158,200		7,241,297
Synovus Financial Corp.	6,342,186		18,519,183
U.S. Bancorp	4,999,872		180,745,373
Wells Fargo & Co.	2,073,741		85,583,291
			451,900,233
Consumer Finance - 2.8%
Capital One Financial Corp.	5,413,049		339,993,608
Cash America International, Inc.	84,208		3,828,096
Discover Financial Services	745,047		35,494,039
SLM Corp.	3,879,076		88,675,677
			467,991,420
Diversified Financial Services - 4.9%
Bank of America Corp.	20,718,539		266,440,412
Citigroup, Inc.	4,572,594		219,347,334
JPMorgan Chase & Co.	6,302,613		332,714,940
KBC Ancora (a)	352,707		6,886,516
			825,389,202
Insurance - 2.8%
ACE Ltd.	642,944		57,530,629
AFLAC, Inc.	461,799		26,839,758
American International Group, Inc. (a)	612,650		27,385,455
Berkshire Hathaway, Inc. Class A (a)	282		47,545,200
Direct Line Insurance Group PLC	6,762,100		23,963,621
esure Group PLC	2,629,414		12,993,424
Fairfax Financial Holdings Ltd. (sub. vtg.)	68,100		26,779,611
Hartford Financial Services Group, Inc.	798,510		24,689,929
Marsh & McLennan Companies, Inc.	1,398,092		55,811,833
MetLife, Inc.	2,646,064		121,083,889
The Travelers Companies, Inc.	551,763		44,096,899
Validus Holdings Ltd.	318,470		11,503,136
			480,223,384
Real Estate Investment Trusts - 0.9%
American Tower Corp.	948,233		69,382,209
Equity Lifestyle Properties, Inc.	352,700		27,718,693
Sun Communities, Inc.	701,869		34,925,001
The Macerich Co.	395,980		24,142,901
			156,168,804
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.3%
Altisource Residential Corp. Class B (a)(d)	896,800		$ 14,967,592
CBRE Group, Inc. (a)	1,776,926		41,508,991
			56,476,583
Thrifts & Mortgage Finance - 0.1%
Ocwen Financial Corp. (a)	486,877		20,069,070
TOTAL FINANCIALS			2,856,024,889
HEALTH CARE - 12.4%
Biotechnology - 3.4%
Alexion Pharmaceuticals, Inc. (a)	615,254		56,751,029
Amgen, Inc.	1,511,544		149,128,931
Biogen Idec, Inc. (a)	437,760		94,205,952
CSL Ltd.	594,370		33,473,723
Gilead Sciences, Inc. (a)	3,341,830		171,135,114
Onyx Pharmaceuticals, Inc. (a)	511,719		61,406,280
Regeneron Pharmaceuticals, Inc. (a)	32,310		7,265,873
			573,366,902
Health Care Equipment & Supplies - 1.9%
Boston Scientific Corp. (a)	3,687,677		34,184,766
Covidien PLC	1,786,551		112,266,865
Covidien PLC (a)(f)	25,800		1,475,760
Quidel Corp. (a)(d)	1,243,159		31,737,849
Stryker Corp.	1,213,575		78,494,031
The Cooper Companies, Inc.	544,231		64,790,701
			322,949,972
Health Care Providers & Services - 1.8%
CIGNA Corp.	1,614,947		117,067,508
HCA Holdings, Inc.	643,745		23,213,445
Henry Schein, Inc. (a)	643,330		61,598,848
McKesson Corp.	491,950		56,328,275
Quest Diagnostics, Inc.	669,870		40,614,218
			298,822,294
Life Sciences Tools & Services - 0.6%
Fluidigm Corp. (a)(i)	312,345		5,453,544
Illumina, Inc. (a)	449,244		33,621,421
Thermo Fisher Scientific, Inc.	789,449		66,811,069
			105,886,034
Pharmaceuticals - 4.7%
AbbVie, Inc.	3,084,092		127,496,363
Allergan, Inc.	675,998		56,946,072
Bristol-Myers Squibb Co.	814,944		36,419,847
Merck & Co., Inc.	2,473,270		114,883,392
Pfizer, Inc.	9,636,944		269,930,801
Roche Holding AG (participation certificate)	54,154		13,473,284
Sanofi SA sponsored ADR	573,262		29,528,726
Valeant Pharmaceuticals International, Inc. (Canada) (a)	670,586		57,819,472
	Shares		Value
Warner Chilcott PLC	1,283,182		$ 25,509,658
Zoetis, Inc. Class A	2,110,048		65,179,383
			797,186,998
TOTAL HEALTH CARE			2,098,212,200
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.5%
Honeywell International, Inc.	1,945,672		154,369,616
MTU Aero Engines Holdings AG	60,216		5,807,970
Precision Castparts Corp.	114,800		25,945,948
Textron, Inc.	2,575,698		67,096,933
TransDigm Group, Inc.	28,800		4,514,976
United Technologies Corp.	1,706,998		158,648,394
			416,383,837
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	898,706		42,949,160
Owens Corning (a)	849,988		33,217,531
Quanex Building Products Corp.	618,853		10,421,485
			86,588,176
Commercial Services & Supplies - 0.7%
ADT Corp.	727,713		28,999,363
KAR Auction Services, Inc.	2,246,204		51,370,685
Stericycle, Inc. (a)	359,099		39,655,303
			120,025,351
Electrical Equipment - 1.3%
AMETEK, Inc.	231,800		9,805,140
Eaton Corp. PLC	528,200		34,760,842
Generac Holdings, Inc.	527,409		19,519,407
Hubbell, Inc. Class B	7,000		693,000
Regal-Beloit Corp.	651,175		42,222,187
Roper Industries, Inc.	872,912		108,433,129
			215,433,705
Industrial Conglomerates - 1.5%
3M Co.	294,387		32,191,218
Danaher Corp.	1,929,455		122,134,502
General Electric Co.	4,200,168		97,401,896
			251,727,616
Machinery - 1.9%
Caterpillar, Inc.	1,056,968		87,189,290
Cummins, Inc.	848,613		92,040,566
Illinois Tool Works, Inc.	687,641		47,564,128
Ingersoll-Rand PLC	472,000		26,205,440
Manitowoc Co., Inc.	912,707		16,346,582
Parker Hannifin Corp.	425,961		40,636,679
Volvo AB (B Shares)	600,614		8,042,698
			318,025,383
Professional Services - 0.5%
Manpower, Inc.	474,524		26,003,915
Randstad Holding NV	273,715		11,222,856
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	78,271		$ 6,413,526
Verisk Analytics, Inc. (a)	616,200		36,787,140
			80,427,437
Road & Rail - 0.8%
J.B. Hunt Transport Services, Inc.	335,571		24,241,649
Union Pacific Corp.	782,680		120,751,870
			144,993,519
Trading Companies & Distributors - 0.5%
W.W. Grainger, Inc.	375,723		94,749,826
TOTAL INDUSTRIALS			1,728,354,850
INFORMATION TECHNOLOGY - 17.4%
Communications Equipment - 2.8%
ADTRAN, Inc. (d)	898,913		22,122,249
Cisco Systems, Inc.	12,371,400		300,748,734
F5 Networks, Inc. (a)	383,485		26,383,768
Finisar Corp. (a)	415,689		7,045,929
Juniper Networks, Inc. (a)	5,233,910		101,066,802
Polycom, Inc. (a)	1,254,738		13,224,939
			470,592,421
Computers & Peripherals - 2.5%
Apple, Inc.	777,626		308,002,106
EMC Corp.	1,210,710		28,596,970
NCR Corp. (a)	1,482,773		48,916,681
Western Digital Corp.	498,483		30,950,809
			416,466,566
Electronic Equipment & Components - 1.0%
Flextronics International Ltd. (a)	4,490,167		34,753,893
Jabil Circuit, Inc.	3,339,671		68,062,495
TE Connectivity Ltd.	1,508,107		68,679,193
			171,495,581
Internet Software & Services - 2.1%
ExactTarget, Inc. (a)	286,926		9,675,145
Google, Inc. Class A (a)	368,716		324,606,505
Halogen Software, Inc.	409,400		6,111,610
Marketo, Inc. (d)	556,427		13,838,339
Textura Corp.	16,200		421,362
			354,652,961
IT Services - 1.7%
Accenture PLC Class A	64,412		4,635,088
Cognizant Technology Solutions Corp. Class A (a)	1,147,325		71,834,018
Fidelity National Information Services, Inc.	3,753,204		160,787,259
FleetCor Technologies, Inc. (a)	150,700		12,251,910
Global Payments, Inc.	307,400		14,238,768
Lionbridge Technologies, Inc. (a)	722,737		2,095,937
	Shares		Value
Luxoft Holding, Inc. (e)	295,994		$ 5,887,321
WEX, Inc. (a)	289,932		22,237,784
			293,968,085
Semiconductors & Semiconductor Equipment - 1.8%
Altera Corp.	204,120		6,733,919
Broadcom Corp. Class A	3,563,728		120,311,457
Micron Technology, Inc. (a)	3,511,304		50,316,986
NXP Semiconductors NV (a)	3,664,974		113,540,895
PMC-Sierra, Inc. (a)	2,496,498		15,852,762
			306,756,019
Software - 5.5%
Adobe Systems, Inc. (a)	1,955,574		89,095,951
Autodesk, Inc. (a)	71,014		2,410,215
Compuware Corp.	2,182,025		22,583,959
Electronic Arts, Inc. (a)	2,490,682		57,210,966
Guidewire Software, Inc. (a)	672,762		28,289,642
Intuit, Inc.	1,098,833		67,061,778
Jive Software, Inc. (a)	1,045,644		18,999,351
Microsoft Corp.	8,088,831		279,307,334
Oracle Corp.	8,443,052		259,370,557
salesforce.com, Inc. (a)	2,235,109		85,336,462
Ubisoft Entertainment SA (a)	1,122,706		14,701,385
			924,367,600
TOTAL INFORMATION TECHNOLOGY			2,938,299,233
MATERIALS - 3.3%
Chemicals - 2.8%
Airgas, Inc.	344,620		32,897,425
Albemarle Corp.	367,534		22,893,693
Ashland, Inc.	373,782		31,210,797
Eastman Chemical Co.	738,603		51,709,596
Ecolab, Inc.	569,536		48,518,772
FMC Corp.	745,382		45,513,025
LyondellBasell Industries NV Class A	882,494		58,474,052
Monsanto Co.	895,627		88,487,948
PPG Industries, Inc.	330,377		48,370,497
Sigma Aldrich Corp.	484,515		38,935,625
			467,011,430
Construction Materials - 0.2%
Vulcan Materials Co.	670,307		32,449,562
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	439,716		43,918,834
Metals & Mining - 0.1%
Goldcorp, Inc.	702,133		17,438,161
TOTAL MATERIALS			560,817,987
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 1.3%
inContact, Inc. (a)	1,011,434		8,313,987
Level 3 Communications, Inc. (a)	605,108		12,755,677
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
TW telecom, Inc. (a)	10,500		$ 295,470
Verizon Communications, Inc.	3,897,771		196,213,792
			217,578,926
Wireless Telecommunication Services - 0.8%
SBA Communications Corp. Class A (a)	1,074,302		79,627,264
Sprint Nextel Corp. (a)	679,768		4,771,971
T-Mobile US, Inc. (a)	1,416,550		35,144,606
Vodafone Group PLC sponsored ADR	505,900		14,539,566
			134,083,407
TOTAL TELECOMMUNICATION SERVICES			351,662,333
UTILITIES - 3.2%
Electric Utilities - 1.4%
American Electric Power Co., Inc.	1,167,829		52,295,383
Duke Energy Corp.	1,516,303		102,350,453
Edison International	538,226		25,920,964
Entergy Corp.	47,800		3,330,704
FirstEnergy Corp.	920,872		34,385,360
PPL Corp.	684,300		20,706,918
			238,989,782
Independent Power Producers & Energy Traders - 0.4%
NRG Energy, Inc.	1,797,852		48,002,648
The AES Corp.	1,947,104		23,345,777
			71,348,425
Multi-Utilities - 1.4%
Ameren Corp.	233,177		8,030,616
CenterPoint Energy, Inc.	2,530,574		59,443,183
Dominion Resources, Inc.	415,500		23,608,710
NiSource, Inc.	799,577		22,899,885
PG&E Corp.	1,462,734		66,890,826
Sempra Energy	632,550		51,717,288
			232,590,508
TOTAL UTILITIES			542,928,715
TOTAL COMMON STOCKS (Cost $13,137,984,354)		16,483,225,695
Convertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Media - 0.1%
Jumptap, Inc. Series G (i) (Cost $8,211,980)	1,141,504		7,785,057

Convertible Bonds - 0.0%
	Principal Amount	Value
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19 (Cost $3,096,600)	$ 3,120,000	$ 3,291,600
U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.05% 7/5/13 to 8/29/13 (g) (Cost $6,324,851)	6,325,000	6,324,900

Money Market Funds - 2.7%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	368,073,376		368,073,376
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	84,042,853		84,042,853
TOTAL MONEY MARKET FUNDS (Cost $452,116,229)		452,116,229
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $13,607,734,014)		16,952,743,481
NET OTHER ASSETS (LIABILITIES) - (0.4)%			(70,461,121)
NET ASSETS - 100%		$ 16,882,282,360

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
827 CME E-mini S&P 500 Index Contracts	Sept. 2013	$ 66,131,055	$ 103,626

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(e) Affiliated company

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $4,566,901.

(h) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(i) Restricted securities - 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 $21,022,103 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Fluidigm Corp.	10/9/07 - 1/6/11	$ 5,645,236
Jumptap, Inc. Series G	6/29/12	$ 8,211,980
Legend Pictures LLC	9/23/10	$ 1,546,500
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 11,499,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 226,315
Fidelity Securities Lending Cash Central Fund	1,872,807
Total	$ 2,099,122

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Luxoft Holding, Inc.	$ -	$ 5,783,686	$ -	$ -	$ 5,887,321

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 2,040,916,468	$ 2,025,347,905	$ -	$ 15,568,563
Consumer Staples	1,699,197,031	1,653,772,863	45,424,168	-
Energy	1,674,597,046	1,674,597,046	-	-
Financials	2,856,024,889	2,758,751,178	97,273,711	-
Health Care	2,098,212,200	2,036,805,920	61,406,280	-
Industrials	1,728,354,850	1,728,354,850	-	-
Information Technology	2,938,299,233	2,938,299,233	-	-
Materials	560,817,987	560,817,987	-	-
Telecommunication Services	351,662,333	351,662,333	-	-
Utilities	542,928,715	542,928,715	-	-
Corporate Bonds	3,291,600	-	3,291,600	-
U.S. Government and Government Agency Obligations	6,324,900	-	6,324,900	-
Money Market Funds	452,116,229	452,116,229	-	-
Total Investments in Securities:	$ 16,952,743,481	$ 16,723,454,259	$ 213,720,659	$ 15,568,563
Derivative Instruments:
Assets
Futures Contracts	$ 103,626	$ 103,626	$ -	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 54,805,097
Level 2 to Level 1	$ 203,070,071

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. 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)	$ 103,626	$ -
Total Value of Derivatives	$ 103,626	$ -

(a) Reflects gross cumulative appreciation/(depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end variation margin is separately presented in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin for derivative instruments line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $80,568,662) - See accompanying schedule: Unaffiliated issuers (cost $13,149,834,099)	$ 16,494,739,931
Fidelity Central Funds (cost $452,116,229)	452,116,229
Other affiliated issuers (cost $5,783,686)	5,887,321
Total Investments (cost $13,607,734,014)		$ 16,952,743,481
Receivable for investments sold		416,216,746
Receivable for fund shares sold		4,004,332
Dividends receivable		16,006,975
Interest receivable		6,631
Distributions receivable from Fidelity Central Funds		302,758
Other receivables		818,532
Total assets		17,390,099,455
Liabilities
Payable to custodian bank	$ 40,382
Payable for investments purchased Regular delivery	386,136,690
Delayed delivery	9,100,257
Payable for fund shares redeemed	16,260,240
Accrued management fee	7,978,081
Distribution and service plan fees payable	1,807,291
Payable for daily variation margin for derivative instruments	298,325
Other affiliated payables	1,469,191
Other payables and accrued expenses	683,785
Collateral on securities loaned, at value	84,042,853
Total liabilities		507,817,095
Net Assets		$ 16,882,282,360
Net Assets consist of:
Paid in capital		$ 14,970,487,563
Undistributed net investment income		86,327,451
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,519,592,488)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,345,059,834
Net Assets		$ 16,882,282,360

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($6,838,441,189 ÷ 231,913,064 shares)		$ 29.49
Service Class: Net Asset Value, offering price and redemption price per share ($1,499,629,634 ÷ 51,047,882 shares)		$ 29.38
Service Class 2: Net Asset Value, offering price and redemption price per share ($7,703,333,426 ÷ 266,042,686 shares)		$ 28.96
Service Class 2R: Net Asset Value, offering price and redemption price per share ($9,468,570 ÷ 327,559 shares)		$ 28.91
Investor Class: Net Asset Value, offering price and redemption price per share ($831,409,541 ÷ 28,307,914 shares)		$ 29.37

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 150,102,732
Interest		168,500
Income from Fidelity Central Funds		2,099,122
Total income		152,370,354
Expenses
Management fee	$ 47,777,715
Transfer agent fees	6,327,582
Distribution and service plan fees	10,963,697
Accounting and security lending fees	805,636
Custodian fees and expenses	159,878
Independent trustees' compensation	52,296
Appreciation in deferred trustee compensation account	33
Audit	53,482
Legal	16,666
Miscellaneous	92,059
Total expenses before reductions	66,249,044
Expense reductions	(793,341)	65,455,703
Net investment income (loss)		86,914,651
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,232,227,243
Foreign currency transactions	(135,640)
Futures contracts	6,306,667
Total net realized gain (loss)		1,238,398,270
Change in net unrealized appreciation (depreciation) on: Investment securities	518,830,858
Assets and liabilities in foreign currencies	(78,340)
Futures contracts	(52,610)
Total change in net unrealized appreciation (depreciation)		518,699,908
Net gain (loss)		1,757,098,178
Net increase (decrease) in net assets resulting from operations		$ 1,844,012,829

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 86,914,651	$ 184,313,100
Net realized gain (loss)	1,238,398,270	635,918,428
Change in net unrealized appreciation (depreciation)	518,699,908	1,584,493,232
Net increase (decrease) in net assets resulting from operations	1,844,012,829	2,404,724,760
Distributions to shareholders from net investment income	-	(189,531,129)
Distributions to shareholders from net realized gain	-	(8,351,979)
Total distributions	-	(197,883,108)
Share transactions - net increase (decrease)	(1,225,080,694)	(899,286,819)
Redemption fees	359	69
Total increase (decrease) in net assets	618,932,494	1,307,554,902
Net Assets
Beginning of period	16,263,349,866	14,955,794,964
End of period (including undistributed net investment income of $86,327,451 and distributions in excess of net investment income of $587,200, respectively)	$ 16,882,282,360	$ 16,263,349,866

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.44	$ 23.02	$ 23.88	$ 20.62	$ 15.39	$ 27.90
Income from Investment Operations
Net investment income (loss) E	.16	.32	.25	.23	.23	.24
Net realized and unrealized gain (loss)	2.89	3.46	(.86)	3.31	5.26	(11.87)
Total from investment operations	3.05	3.78	(.61)	3.54	5.49	(11.63)
Distributions from net investment income	-	(.34) H	(.25)	(.27)	(.25)	(.23)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.36) L	(.25)	(.28)	(.26) K	(.88)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.49	$ 26.44	$ 23.02	$ 23.88	$ 20.62	$ 15.39
Total Return B,C,D	11.54%	16.42%	(2.53)%	17.22%	35.71%	(42.51)%
Ratios to Average Net Assets F,I
Expenses before reductions	.64% A	.64%	.65%	.65%	.67%	.66%
Expenses net of fee waivers, if any	.64% A	.64%	.64%	.65%	.67%	.66%
Expenses net of all reductions	.63% A	.63%	.63%	.63%	.65%	.65%
Net investment income (loss)	1.14% A	1.27%	1.03%	1.06%	1.33%	1.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,838,441	$ 6,440,357	$ 6,113,440	$ 7,160,125	$ 7,405,228	$ 6,240,871
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.26 per share is comprised of distributions from net investment income of $.250 and distributions from net realized gain of $.005 per share. L Total distributions of $.36 per share is comprised of distributions from net investment income of $.342 and distributions from net realized gain of $.013 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.36	$ 22.95	$ 23.81	$ 20.55	$ 15.33	$ 27.80
Income from Investment Operations
Net investment income (loss) E	.15	.30	.22	.20	.21	.21
Net realized and unrealized gain (loss)	2.87	3.44	(.85)	3.31	5.25	(11.83)
Total from investment operations	3.02	3.74	(.63)	3.51	5.46	(11.62)
Distributions from net investment income	-	(.32) H	(.23)	(.24)	(.23)	(.20)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.33)	(.23)	(.25)	(.24) K	(.85)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.38	$ 26.36	$ 22.95	$ 23.81	$ 20.55	$ 15.33
Total Return B,C,D	11.46%	16.31%	(2.64)%	17.11%	35.66%	(42.61)%
Ratios to Average Net Assets F,I
Expenses before reductions	.74% A	.74%	.75%	.75%	.77%	.76%
Expenses net of fee waivers, if any	.74% A	.74%	.74%	.75%	.77%	.76%
Expenses net of all reductions	.73% A	.73%	.73%	.73%	.75%	.75%
Net investment income (loss)	1.04% A	1.16%	.93%	.96%	1.23%	.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,499,630	$ 1,374,781	$ 1,277,101	$ 1,379,305	$ 1,784,820	$ 1,497,734
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.24 per share is comprised of distributions from net investment income of $.232 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.00	$ 22.64	$ 23.49	$ 20.29	$ 15.14	$ 27.46
Income from Investment Operations
Net investment income (loss) E	.13	.26	.18	.17	.18	.18
Net realized and unrealized gain (loss)	2.83	3.39	(.84)	3.26	5.18	(11.67)
Total from investment operations	2.96	3.65	(.66)	3.43	5.36	(11.49)
Distributions from net investment income	-	(.28) H	(.19)	(.22)	(.21)	(.18)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.29)	(.19)	(.23)	(.21) K	(.83)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 28.96	$ 26.00	$ 22.64	$ 23.49	$ 20.29	$ 15.14
Total Return B,C,D	11.38%	16.14%	(2.78)%	16.93%	35.47%	(42.69)%
Ratios to Average Net Assets F,I
Expenses before reductions	.89%A	.89%	.90%	.90%	.92%	.91%
Expenses net of fee waivers, if any	.89% A	.89%	.89%	.90%	.92%	.91%
Expenses net of all reductions	.88% A	.88%	.88%	.88%	.90%	.90%
Net investment income (loss)	.89% A	1.02%	.78%	.81%	1.08%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,703,333	$ 7,740,640	$ 6,980,191	$ 7,627,793	$ 7,577,737	$ 6,187,985
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.21 per share is comprised of distributions from net investment income of $.205 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.96	$ 22.60	$ 23.44	$ 20.24	$ 15.10	$ 27.35
Income from Investment Operations
Net investment income (loss) E	.13	.26	.18	.17	.18	.18
Net realized and unrealized gain (loss)	2.82	3.39	(.84)	3.25	5.17	(11.62)
Total from investment operations	2.95	3.65	(.66)	3.42	5.35	(11.44)
Distributions from net investment income	-	(.27) H	(.18)	(.21)	(.20)	(.16)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.29) L	(.18)	(.22)	(.21) K	(.81)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 28.91	$ 25.96	$ 22.60	$ 23.44	$ 20.24	$ 15.10
Total Return B,C,D	11.36%	16.15%	(2.79)%	16.94%	35.46%	(42.69)%
Ratios to Average Net Assets F,I
Expenses before reductions	.89% A	.89%	.90%	.90%	.92%	.91%
Expenses net of fee waivers, if any	.89% A	.89%	.89%	.90%	.92%	.91%
Expenses net of all reductions	.88% A	.88%	.88%	.88%	.90%	.90%
Net investment income (loss)	.89% A	1.02%	.78%	.81%	1.08%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,469	$ 8,727	$ 8,042	$ 10,942	$ 13,285	$ 13,585
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.21 per share is comprised of distributions from net investment income of $.200 and distributions from net realized gain of $.005 per share. L Total distributions of $.29 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.013 per share.

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

Semiannual Report

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.35	$ 22.94	$ 23.80	$ 20.56	$ 15.34	$ 27.82
Income from Investment Operations
Net investment income (loss) E	.15	.30	.23	.21	.21	.21
Net realized and unrealized gain (loss)	2.87	3.45	(.86)	3.30	5.25	(11.83)
Total from investment operations	3.02	3.75	(.63)	3.51	5.46	(11.62)
Distributions from net investment income	-	(.32) H	(.23)	(.26)	(.24)	(.21)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.34) L	(.23)	(.27)	(.24) K	(.86)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.37	$ 26.35	$ 22.94	$ 23.80	$ 20.56	$ 15.34
Total Return B,C,D	11.46%	16.34%	(2.62)%	17.10%	35.66%	(42.60)%
Ratios to Average Net Assets F,I
Expenses before reductions	.72% A	.73%	.73%	.74%	.77%	.75%
Expenses net of fee waivers, if any	.72% A	.73%	.73%	.73%	.77%	.75%
Expenses net of all reductions	.71% A	.71%	.71%	.72%	.75%	.74%
Net investment income (loss)	1.06% A	1.18%	.94%	.98%	1.23%	.98%
Supplemental Data
Net assets, end of period (000 omitted)	$ 831,410	$ 698,845	$ 577,021	$ 570,841	$ 457,476	$ 324,919
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.24 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.005 per share. L Total distributions of $.34 per share is comprised of distributions from net investment income of $.322 and distributions from net realized gain of $.013 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Contrafund 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, Service Class 2R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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, changes in interest rates and credit quality. 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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 3,502,047,237
Gross unrealized depreciation	(230,982,509)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,271,064,728
Tax cost	$ 13,681,678,753

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (336,841,666)
2017	(2,334,998,928)
Total capital loss carryforward	$ (2,671,840,594)

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund 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 is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,306,667and a change in net unrealized appreciation (depreciation) of $(52,610) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,672,871,624 and $9,015,294,181, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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 and Service Class 2R'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	$ 737,094
Service Class 2	10,214,868
Service Class 2R	11,735
	$ 10,963,697

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 2,367,165
Service Class	513,878
Service Class 2	2,842,098
Service Class 2R	3,255
Investor Class	601,186
	$ 6,327,582

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $281,113 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $21,727 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,745,196. 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. Total security lending income during the period amounted to $1,872,807, including $5,711 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $793,301 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $40.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 82,580,923
Service Class	-	16,341,913
Service Class 2	-	82,113,206
Service Class 2R	-	91,369
Investor Class	-	8,403,718
Total	$ -	$ 189,531,129
From net realized gain
Initial Class	$ -	$ 3,278,212
Service Class	-	704,666
Service Class 2	-	4,008,661
Service Class 2R	-	4,524
Investor Class	-	355,916
Total	$ -	$ 8,351,979

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	3,200,594	8,108,840	$ 91,610,663	$ 207,519,230
Reinvestment of distributions	-	3,281,594	-	85,859,135
Shares redeemed	(14,834,408)	(33,386,959)	(423,421,563)	(856,012,042)
Net increase (decrease)	(11,633,814)	(21,996,525)	$ (331,810,900)	$ (562,633,677)
Service Class
Shares sold	2,136,777	4,101,561	$ 60,749,521	$ 104,241,858
Reinvestment of distributions	-	653,535	-	17,046,579
Shares redeemed	(3,246,142)	(8,246,935)	(92,489,710)	(210,877,762)
Net increase (decrease)	(1,109,365)	(3,491,839)	$ (31,740,189)	$ (89,589,325)
Service Class 2
Shares sold	9,590,840	32,699,560	$ 269,352,938	$ 807,565,716
Reinvestment of distributions	-	3,346,604	-	86,121,867
Shares redeemed	(41,270,290)	(46,616,409)	(1,181,392,976)	(1,175,112,838)
Net increase (decrease)	(31,679,450)	(10,570,245)	$ (912,040,038)	$ (281,425,255)
Service Class 2R
Shares sold	24,059	68,230	$ 674,725	$ 1,645,251
Reinvestment of distributions	-	3,733	-	95,893
Shares redeemed	(32,711)	(91,575)	(920,959)	(2,281,001)
Net increase (decrease)	(8,652)	(19,612)	$ (246,234)	$ (539,857)
Investor Class
Shares sold	2,245,160	2,695,333	$ 63,892,247	$ 68,539,753
Reinvestment of distributions	-	335,952	-	8,759,634
Shares redeemed	(458,689)	(1,659,317)	(13,135,580)	(42,398,092)
Net increase (decrease)	1,786,471	1,371,968	$ 50,756,667	$ 34,901,295

12. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 22% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCON-SANN-0813
1.705691.115

Fidelity® Variable Insurance Products:

Contrafund® Portfolio - Service Class 2R

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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 a http://www.fidelity.com, http://www.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.64%
Actual		$ 1,000.00	$ 1,115.40	$ 3.36
Hypothetical A		$ 1,000.00	$ 1,021.62	$ 3.21
Service Class	.74%
Actual		$ 1,000.00	$ 1,114.60	$ 3.88
Hypothetical A		$ 1,000.00	$ 1,021.12	$ 3.71
Service Class 2	.89%
Actual		$ 1,000.00	$ 1,113.80	$ 4.66
Hypothetical A		$ 1,000.00	$ 1,020.38	$ 4.46
Service Class 2R	.89%
Actual		$ 1,000.00	$ 1,113.60	$ 4.66
Hypothetical A		$ 1,000.00	$ 1,020.38	$ 4.46
Investor Class	.72%
Actual		$ 1,000.00	$ 1,114.60	$ 3.77
Hypothetical A		$ 1,000.00	$ 1,021.22	$ 3.61

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Procter & Gamble Co.	2.1	2.0
Capital One Financial Corp.	2.0	1.9
Exxon Mobil Corp.	2.0	2.4
JPMorgan Chase & Co.	2.0	1.6
Google, Inc. Class A	1.9	0.7
Apple, Inc.	1.8	5.6
Cisco Systems, Inc.	1.8	0.0
The Coca-Cola Co.	1.7	1.8
Microsoft Corp.	1.7	0.0
Comcast Corp. Class A	1.6	1.8
	18.6
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.4	19.5
Financials	16.9	15.9
Health Care	12.4	11.7
Consumer Discretionary	12.2	10.6
Industrials	10.2	10.5
Consumer Staples	10.1	10.5
Energy	9.9	10.8
Materials	3.3	3.6
Utilities	3.2	3.5
Telecommunication Services	2.1	2.4

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stocks and Equity Futures 98.1%			Stocks and Equity Futures 99.1%
	Bonds 0.0%†			Bonds 0.0%†
	Short-Term Investments and Net Other Assets (Liabilities) 1.9%			Short-Term Investments and Net Other Assets (Liabilities) 0.9%
* Foreign investments		9.9%	** Foreign investments		11.1%

^† Amount represents less than 0.1%

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.6%
	Shares		Value
CONSUMER DISCRETIONARY - 12.1%
Diversified Consumer Services - 0.1%
H&R Block, Inc.	643,559		$ 17,858,762
Hotels, Restaurants & Leisure - 2.4%
Bloomin' Brands, Inc.	987,800		24,576,464
Domino's Pizza, Inc.	686,906		39,943,584
Icahn Enterprises LP rights (a)	363,975		4
Starbucks Corp.	2,132,345		139,647,274
Wynn Resorts Ltd.	585,742		74,974,976
Yum! Brands, Inc.	1,847,861		128,130,682
			407,272,984
Internet & Catalog Retail - 1.4%
Liberty Media Corp. Interactive Series A (a)	5,899,212		135,740,868
priceline.com, Inc. (a)	110,197		91,147,245
			226,888,113
Media - 4.7%
Comcast Corp. Class A	6,516,554		272,913,282
DIRECTV (a)	2,169,230		133,667,953
Legend Pictures LLC (a)(h)(i)	2,062		3,471,377
News Corp.:
Class A	6,196,235		201,997,261
Class A (a)(f)	499,500		7,642,350
Sirius XM Radio, Inc. (d)	9,374,609		31,404,940
Time Warner, Inc.	2,328,577		134,638,322
Weinstein Co. Holdings LLC Class A-1 (a)(h)(i)	11,499		4,312,125
			790,047,610
Multiline Retail - 0.7%
Dollar General Corp. (a)	2,434,882		122,791,099
Specialty Retail - 1.4%
Lowe's Companies, Inc.	2,301,624		94,136,422
TJX Companies, Inc.	2,704,462		135,385,368
			229,521,790
Textiles, Apparel & Luxury Goods - 1.4%
NIKE, Inc. Class B	1,269,610		80,848,765
Oxford Industries, Inc.	37,900		2,364,960
PVH Corp.	919,333		114,962,592
Under Armour, Inc. Class A (sub. vtg.) (a)	679,530		40,574,736
			238,751,053
TOTAL CONSUMER DISCRETIONARY			2,033,131,411
CONSUMER STAPLES - 10.1%
Beverages - 2.9%
Anheuser-Busch InBev SA NV	288,071		25,935,959
Coca-Cola Bottling Co. CONSOLIDATED	129,797		7,937,087
Coca-Cola FEMSA S.A.B. de CV sponsored ADR	31,947		4,481,845
Coca-Cola Icecek A/S	314,515		9,050,439
	Shares		Value
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	236,570		$ 8,835,890
Constellation Brands, Inc. Class A (sub. vtg.) (a)	441,440		23,007,853
Diageo PLC sponsored ADR	382,735		43,995,388
Embotelladora Andina SA sponsored ADR	225,056		7,737,425
Pernod Ricard SA (d)	347,279		38,508,922
Remy Cointreau SA	264,851		28,103,474
The Coca-Cola Co.	7,155,128		286,992,184
			484,586,466
Food & Staples Retailing - 2.0%
CVS Caremark Corp.	3,203,231		183,160,749
Drogasil SA	495,600		4,797,526
Kroger Co.	2,868,754		99,086,763
United Natural Foods, Inc. (a)	158,315		8,547,427
Wal-Mart Stores, Inc.	538,157		40,087,315
			335,679,780
Food Products - 0.5%
Bunge Ltd.	377,832		26,739,171
Green Mountain Coffee Roasters, Inc. (a)	119,819		8,993,614
Mead Johnson Nutrition Co. Class A	381,638		30,237,179
Nestle SA	296,984		19,488,209
			85,458,173
Household Products - 2.1%
Procter & Gamble Co.	4,611,884		355,068,943
Personal Products - 0.2%
L'Oreal SA	107,196		17,615,874
Nu Skin Enterprises, Inc. Class A	131,808		8,056,105
			25,671,979
Tobacco - 2.4%
Altria Group, Inc.	3,341,667		116,924,928
British American Tobacco PLC sponsored ADR	2,463,988		253,642,925
Philip Morris International, Inc.	388,444		33,647,019
Souza Cruz SA	689,300		8,516,818
			412,731,690
TOTAL CONSUMER STAPLES			1,699,197,031
ENERGY - 9.9%
Energy Equipment & Services - 2.4%
Cameron International Corp. (a)	1,286,180		78,662,769
Dril-Quip, Inc. (a)	140,500		12,685,745
Ensco PLC Class A	1,192,401		69,302,346
Forum Energy Technologies, Inc. (a)	403,050		12,264,812
Halliburton Co.	685,156		28,584,708
National Oilwell Varco, Inc.	1,039,890		71,648,421
Noble Corp.	952,950		35,811,861
Ocean Rig UDW, Inc. (United States) (a)	689,100		12,906,843
Oceaneering International, Inc.	269,818		19,480,860
Oil States International, Inc. (a)	101,907		9,440,664
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Schlumberger Ltd.	528,002		$ 37,836,623
Vantage Drilling Co. (a)	7,698,000		15,703,920
			404,329,572
Oil, Gas & Consumable Fuels - 7.5%
Anadarko Petroleum Corp.	1,314,603		112,963,836
Apache Corp.	183,517		15,384,230
Bonanza Creek Energy, Inc. (a)	224,490		7,960,415
Cabot Oil & Gas Corp.	218,450		15,514,319
Canadian Natural Resources Ltd.	219,125		6,177,671
Chevron Corp.	1,584,728		187,536,712
Cimarex Energy Co.	264,942		17,218,581
Cobalt International Energy, Inc. (a)	660,409		17,547,067
Concho Resources, Inc. (a)	236,808		19,825,566
ConocoPhillips	222,359		13,452,720
Continental Resources, Inc. (a)	46,234		3,978,898
EOG Resources, Inc.	31,569		4,157,006
EQT Corp.	299,343		23,758,854
Exxon Mobil Corp.	3,728,031		336,827,601
Hess Corp.	490,207		32,593,863
InterOil Corp. (a)(d)	316,997		22,034,461
Kinder Morgan Holding Co. LLC	40,100		1,529,815
Marathon Oil Corp.	2,125,358		73,494,880
Marathon Petroleum Corp.	682,905		48,527,229
Murphy Oil Corp.	240,687		14,655,431
Noble Energy, Inc.	860,300		51,652,412
Occidental Petroleum Corp.	1,044,586		93,208,409
Phillips 66	1,087,504		64,064,861
Spectra Energy Corp.	18,400		634,064
Suncor Energy, Inc.	1,638,960		48,310,126
Synergy Resources Corp. (a)	745,736		5,458,788
The Williams Companies, Inc.	917,860		29,802,914
Western Gas Equity Partners LP	48,500		1,996,745
			1,270,267,474
TOTAL ENERGY			1,674,597,046
FINANCIALS - 16.9%
Capital Markets - 2.4%
Ameriprise Financial, Inc.	940,323		76,053,324
BlackRock, Inc. Class A	230,405		59,179,524
Credit Suisse Group	605,618		16,033,183
Deutsche Bank AG	491,200		20,597,417
E*TRADE Financial Corp. (a)	2,439,627		30,885,678
Evercore Partners, Inc. Class A	325,400		12,781,712
Morgan Stanley	835,019		20,399,514
Northern Trust Corp.	469,001		27,155,158
Oaktree Capital Group LLC Class A	258,400		13,578,920
State Street Corp.	779,503		50,831,391
TD Ameritrade Holding Corp.	753,006		18,290,516
	Shares		Value
The Blackstone Group LP	1,072,067		$ 22,577,731
UBS AG	1,734,559		29,442,125
			397,806,193
Commercial Banks - 2.7%
Barclays PLC	4,070,651		17,335,867
CIT Group, Inc. (a)	626,673		29,221,762
Comerica, Inc.	214,600		8,547,518
First Horizon National Corp.	1,931,760		21,635,712
Huntington Bancshares, Inc.	2,041,751		16,088,998
KBC Groupe SA	107,734		4,011,335
Lloyds Banking Group PLC (a)	6,897,573		6,623,822
M&T Bank Corp.	284,014		31,738,565
PNC Financial Services Group, Inc.	337,459		24,607,510
Sumitomo Mitsui Financial Group, Inc.	158,200		7,241,297
Synovus Financial Corp.	6,342,186		18,519,183
U.S. Bancorp	4,999,872		180,745,373
Wells Fargo & Co.	2,073,741		85,583,291
			451,900,233
Consumer Finance - 2.8%
Capital One Financial Corp.	5,413,049		339,993,608
Cash America International, Inc.	84,208		3,828,096
Discover Financial Services	745,047		35,494,039
SLM Corp.	3,879,076		88,675,677
			467,991,420
Diversified Financial Services - 4.9%
Bank of America Corp.	20,718,539		266,440,412
Citigroup, Inc.	4,572,594		219,347,334
JPMorgan Chase & Co.	6,302,613		332,714,940
KBC Ancora (a)	352,707		6,886,516
			825,389,202
Insurance - 2.8%
ACE Ltd.	642,944		57,530,629
AFLAC, Inc.	461,799		26,839,758
American International Group, Inc. (a)	612,650		27,385,455
Berkshire Hathaway, Inc. Class A (a)	282		47,545,200
Direct Line Insurance Group PLC	6,762,100		23,963,621
esure Group PLC	2,629,414		12,993,424
Fairfax Financial Holdings Ltd. (sub. vtg.)	68,100		26,779,611
Hartford Financial Services Group, Inc.	798,510		24,689,929
Marsh & McLennan Companies, Inc.	1,398,092		55,811,833
MetLife, Inc.	2,646,064		121,083,889
The Travelers Companies, Inc.	551,763		44,096,899
Validus Holdings Ltd.	318,470		11,503,136
			480,223,384
Real Estate Investment Trusts - 0.9%
American Tower Corp.	948,233		69,382,209
Equity Lifestyle Properties, Inc.	352,700		27,718,693
Sun Communities, Inc.	701,869		34,925,001
The Macerich Co.	395,980		24,142,901
			156,168,804
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.3%
Altisource Residential Corp. Class B (a)(d)	896,800		$ 14,967,592
CBRE Group, Inc. (a)	1,776,926		41,508,991
			56,476,583
Thrifts & Mortgage Finance - 0.1%
Ocwen Financial Corp. (a)	486,877		20,069,070
TOTAL FINANCIALS			2,856,024,889
HEALTH CARE - 12.4%
Biotechnology - 3.4%
Alexion Pharmaceuticals, Inc. (a)	615,254		56,751,029
Amgen, Inc.	1,511,544		149,128,931
Biogen Idec, Inc. (a)	437,760		94,205,952
CSL Ltd.	594,370		33,473,723
Gilead Sciences, Inc. (a)	3,341,830		171,135,114
Onyx Pharmaceuticals, Inc. (a)	511,719		61,406,280
Regeneron Pharmaceuticals, Inc. (a)	32,310		7,265,873
			573,366,902
Health Care Equipment & Supplies - 1.9%
Boston Scientific Corp. (a)	3,687,677		34,184,766
Covidien PLC	1,786,551		112,266,865
Covidien PLC (a)(f)	25,800		1,475,760
Quidel Corp. (a)(d)	1,243,159		31,737,849
Stryker Corp.	1,213,575		78,494,031
The Cooper Companies, Inc.	544,231		64,790,701
			322,949,972
Health Care Providers & Services - 1.8%
CIGNA Corp.	1,614,947		117,067,508
HCA Holdings, Inc.	643,745		23,213,445
Henry Schein, Inc. (a)	643,330		61,598,848
McKesson Corp.	491,950		56,328,275
Quest Diagnostics, Inc.	669,870		40,614,218
			298,822,294
Life Sciences Tools & Services - 0.6%
Fluidigm Corp. (a)(i)	312,345		5,453,544
Illumina, Inc. (a)	449,244		33,621,421
Thermo Fisher Scientific, Inc.	789,449		66,811,069
			105,886,034
Pharmaceuticals - 4.7%
AbbVie, Inc.	3,084,092		127,496,363
Allergan, Inc.	675,998		56,946,072
Bristol-Myers Squibb Co.	814,944		36,419,847
Merck & Co., Inc.	2,473,270		114,883,392
Pfizer, Inc.	9,636,944		269,930,801
Roche Holding AG (participation certificate)	54,154		13,473,284
Sanofi SA sponsored ADR	573,262		29,528,726
Valeant Pharmaceuticals International, Inc. (Canada) (a)	670,586		57,819,472
	Shares		Value
Warner Chilcott PLC	1,283,182		$ 25,509,658
Zoetis, Inc. Class A	2,110,048		65,179,383
			797,186,998
TOTAL HEALTH CARE			2,098,212,200
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.5%
Honeywell International, Inc.	1,945,672		154,369,616
MTU Aero Engines Holdings AG	60,216		5,807,970
Precision Castparts Corp.	114,800		25,945,948
Textron, Inc.	2,575,698		67,096,933
TransDigm Group, Inc.	28,800		4,514,976
United Technologies Corp.	1,706,998		158,648,394
			416,383,837
Building Products - 0.5%
Armstrong World Industries, Inc. (a)	898,706		42,949,160
Owens Corning (a)	849,988		33,217,531
Quanex Building Products Corp.	618,853		10,421,485
			86,588,176
Commercial Services & Supplies - 0.7%
ADT Corp.	727,713		28,999,363
KAR Auction Services, Inc.	2,246,204		51,370,685
Stericycle, Inc. (a)	359,099		39,655,303
			120,025,351
Electrical Equipment - 1.3%
AMETEK, Inc.	231,800		9,805,140
Eaton Corp. PLC	528,200		34,760,842
Generac Holdings, Inc.	527,409		19,519,407
Hubbell, Inc. Class B	7,000		693,000
Regal-Beloit Corp.	651,175		42,222,187
Roper Industries, Inc.	872,912		108,433,129
			215,433,705
Industrial Conglomerates - 1.5%
3M Co.	294,387		32,191,218
Danaher Corp.	1,929,455		122,134,502
General Electric Co.	4,200,168		97,401,896
			251,727,616
Machinery - 1.9%
Caterpillar, Inc.	1,056,968		87,189,290
Cummins, Inc.	848,613		92,040,566
Illinois Tool Works, Inc.	687,641		47,564,128
Ingersoll-Rand PLC	472,000		26,205,440
Manitowoc Co., Inc.	912,707		16,346,582
Parker Hannifin Corp.	425,961		40,636,679
Volvo AB (B Shares)	600,614		8,042,698
			318,025,383
Professional Services - 0.5%
Manpower, Inc.	474,524		26,003,915
Randstad Holding NV	273,715		11,222,856
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	78,271		$ 6,413,526
Verisk Analytics, Inc. (a)	616,200		36,787,140
			80,427,437
Road & Rail - 0.8%
J.B. Hunt Transport Services, Inc.	335,571		24,241,649
Union Pacific Corp.	782,680		120,751,870
			144,993,519
Trading Companies & Distributors - 0.5%
W.W. Grainger, Inc.	375,723		94,749,826
TOTAL INDUSTRIALS			1,728,354,850
INFORMATION TECHNOLOGY - 17.4%
Communications Equipment - 2.8%
ADTRAN, Inc. (d)	898,913		22,122,249
Cisco Systems, Inc.	12,371,400		300,748,734
F5 Networks, Inc. (a)	383,485		26,383,768
Finisar Corp. (a)	415,689		7,045,929
Juniper Networks, Inc. (a)	5,233,910		101,066,802
Polycom, Inc. (a)	1,254,738		13,224,939
			470,592,421
Computers & Peripherals - 2.5%
Apple, Inc.	777,626		308,002,106
EMC Corp.	1,210,710		28,596,970
NCR Corp. (a)	1,482,773		48,916,681
Western Digital Corp.	498,483		30,950,809
			416,466,566
Electronic Equipment & Components - 1.0%
Flextronics International Ltd. (a)	4,490,167		34,753,893
Jabil Circuit, Inc.	3,339,671		68,062,495
TE Connectivity Ltd.	1,508,107		68,679,193
			171,495,581
Internet Software & Services - 2.1%
ExactTarget, Inc. (a)	286,926		9,675,145
Google, Inc. Class A (a)	368,716		324,606,505
Halogen Software, Inc.	409,400		6,111,610
Marketo, Inc. (d)	556,427		13,838,339
Textura Corp.	16,200		421,362
			354,652,961
IT Services - 1.7%
Accenture PLC Class A	64,412		4,635,088
Cognizant Technology Solutions Corp. Class A (a)	1,147,325		71,834,018
Fidelity National Information Services, Inc.	3,753,204		160,787,259
FleetCor Technologies, Inc. (a)	150,700		12,251,910
Global Payments, Inc.	307,400		14,238,768
Lionbridge Technologies, Inc. (a)	722,737		2,095,937
	Shares		Value
Luxoft Holding, Inc. (e)	295,994		$ 5,887,321
WEX, Inc. (a)	289,932		22,237,784
			293,968,085
Semiconductors & Semiconductor Equipment - 1.8%
Altera Corp.	204,120		6,733,919
Broadcom Corp. Class A	3,563,728		120,311,457
Micron Technology, Inc. (a)	3,511,304		50,316,986
NXP Semiconductors NV (a)	3,664,974		113,540,895
PMC-Sierra, Inc. (a)	2,496,498		15,852,762
			306,756,019
Software - 5.5%
Adobe Systems, Inc. (a)	1,955,574		89,095,951
Autodesk, Inc. (a)	71,014		2,410,215
Compuware Corp.	2,182,025		22,583,959
Electronic Arts, Inc. (a)	2,490,682		57,210,966
Guidewire Software, Inc. (a)	672,762		28,289,642
Intuit, Inc.	1,098,833		67,061,778
Jive Software, Inc. (a)	1,045,644		18,999,351
Microsoft Corp.	8,088,831		279,307,334
Oracle Corp.	8,443,052		259,370,557
salesforce.com, Inc. (a)	2,235,109		85,336,462
Ubisoft Entertainment SA (a)	1,122,706		14,701,385
			924,367,600
TOTAL INFORMATION TECHNOLOGY			2,938,299,233
MATERIALS - 3.3%
Chemicals - 2.8%
Airgas, Inc.	344,620		32,897,425
Albemarle Corp.	367,534		22,893,693
Ashland, Inc.	373,782		31,210,797
Eastman Chemical Co.	738,603		51,709,596
Ecolab, Inc.	569,536		48,518,772
FMC Corp.	745,382		45,513,025
LyondellBasell Industries NV Class A	882,494		58,474,052
Monsanto Co.	895,627		88,487,948
PPG Industries, Inc.	330,377		48,370,497
Sigma Aldrich Corp.	484,515		38,935,625
			467,011,430
Construction Materials - 0.2%
Vulcan Materials Co.	670,307		32,449,562
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	439,716		43,918,834
Metals & Mining - 0.1%
Goldcorp, Inc.	702,133		17,438,161
TOTAL MATERIALS			560,817,987
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 1.3%
inContact, Inc. (a)	1,011,434		8,313,987
Level 3 Communications, Inc. (a)	605,108		12,755,677
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
TW telecom, Inc. (a)	10,500		$ 295,470
Verizon Communications, Inc.	3,897,771		196,213,792
			217,578,926
Wireless Telecommunication Services - 0.8%
SBA Communications Corp. Class A (a)	1,074,302		79,627,264
Sprint Nextel Corp. (a)	679,768		4,771,971
T-Mobile US, Inc. (a)	1,416,550		35,144,606
Vodafone Group PLC sponsored ADR	505,900		14,539,566
			134,083,407
TOTAL TELECOMMUNICATION SERVICES			351,662,333
UTILITIES - 3.2%
Electric Utilities - 1.4%
American Electric Power Co., Inc.	1,167,829		52,295,383
Duke Energy Corp.	1,516,303		102,350,453
Edison International	538,226		25,920,964
Entergy Corp.	47,800		3,330,704
FirstEnergy Corp.	920,872		34,385,360
PPL Corp.	684,300		20,706,918
			238,989,782
Independent Power Producers & Energy Traders - 0.4%
NRG Energy, Inc.	1,797,852		48,002,648
The AES Corp.	1,947,104		23,345,777
			71,348,425
Multi-Utilities - 1.4%
Ameren Corp.	233,177		8,030,616
CenterPoint Energy, Inc.	2,530,574		59,443,183
Dominion Resources, Inc.	415,500		23,608,710
NiSource, Inc.	799,577		22,899,885
PG&E Corp.	1,462,734		66,890,826
Sempra Energy	632,550		51,717,288
			232,590,508
TOTAL UTILITIES			542,928,715
TOTAL COMMON STOCKS (Cost $13,137,984,354)		16,483,225,695
Convertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Media - 0.1%
Jumptap, Inc. Series G (i) (Cost $8,211,980)	1,141,504		7,785,057

Convertible Bonds - 0.0%
	Principal Amount	Value
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Cobalt International Energy, Inc. 2.625% 12/1/19 (Cost $3,096,600)	$ 3,120,000	$ 3,291,600
U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.05% 7/5/13 to 8/29/13 (g) (Cost $6,324,851)	6,325,000	6,324,900

Money Market Funds - 2.7%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	368,073,376		368,073,376
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	84,042,853		84,042,853
TOTAL MONEY MARKET FUNDS (Cost $452,116,229)		452,116,229
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $13,607,734,014)		16,952,743,481
NET OTHER ASSETS (LIABILITIES) - (0.4)%			(70,461,121)
NET ASSETS - 100%		$ 16,882,282,360

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
827 CME E-mini S&P 500 Index Contracts	Sept. 2013	$ 66,131,055	$ 103,626

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(e) Affiliated company

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $4,566,901.

(h) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(i) Restricted securities - 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 $21,022,103 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Fluidigm Corp.	10/9/07 - 1/6/11	$ 5,645,236
Jumptap, Inc. Series G	6/29/12	$ 8,211,980
Legend Pictures LLC	9/23/10	$ 1,546,500
Weinstein Co. Holdings LLC Class A-1	10/19/05	$ 11,499,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 226,315
Fidelity Securities Lending Cash Central Fund	1,872,807
Total	$ 2,099,122

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Luxoft Holding, Inc.	$ -	$ 5,783,686	$ -	$ -	$ 5,887,321

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 2,040,916,468	$ 2,025,347,905	$ -	$ 15,568,563
Consumer Staples	1,699,197,031	1,653,772,863	45,424,168	-
Energy	1,674,597,046	1,674,597,046	-	-
Financials	2,856,024,889	2,758,751,178	97,273,711	-
Health Care	2,098,212,200	2,036,805,920	61,406,280	-
Industrials	1,728,354,850	1,728,354,850	-	-
Information Technology	2,938,299,233	2,938,299,233	-	-
Materials	560,817,987	560,817,987	-	-
Telecommunication Services	351,662,333	351,662,333	-	-
Utilities	542,928,715	542,928,715	-	-
Corporate Bonds	3,291,600	-	3,291,600	-
U.S. Government and Government Agency Obligations	6,324,900	-	6,324,900	-
Money Market Funds	452,116,229	452,116,229	-	-
Total Investments in Securities:	$ 16,952,743,481	$ 16,723,454,259	$ 213,720,659	$ 15,568,563
Derivative Instruments:
Assets
Futures Contracts	$ 103,626	$ 103,626	$ -	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 54,805,097
Level 2 to Level 1	$ 203,070,071

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. 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)	$ 103,626	$ -
Total Value of Derivatives	$ 103,626	$ -

(a) Reflects gross cumulative appreciation/(depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end variation margin is separately presented in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin for derivative instruments line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $80,568,662) - See accompanying schedule: Unaffiliated issuers (cost $13,149,834,099)	$ 16,494,739,931
Fidelity Central Funds (cost $452,116,229)	452,116,229
Other affiliated issuers (cost $5,783,686)	5,887,321
Total Investments (cost $13,607,734,014)		$ 16,952,743,481
Receivable for investments sold		416,216,746
Receivable for fund shares sold		4,004,332
Dividends receivable		16,006,975
Interest receivable		6,631
Distributions receivable from Fidelity Central Funds		302,758
Other receivables		818,532
Total assets		17,390,099,455
Liabilities
Payable to custodian bank	$ 40,382
Payable for investments purchased Regular delivery	386,136,690
Delayed delivery	9,100,257
Payable for fund shares redeemed	16,260,240
Accrued management fee	7,978,081
Distribution and service plan fees payable	1,807,291
Payable for daily variation margin for derivative instruments	298,325
Other affiliated payables	1,469,191
Other payables and accrued expenses	683,785
Collateral on securities loaned, at value	84,042,853
Total liabilities		507,817,095
Net Assets		$ 16,882,282,360
Net Assets consist of:
Paid in capital		$ 14,970,487,563
Undistributed net investment income		86,327,451
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,519,592,488)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,345,059,834
Net Assets		$ 16,882,282,360

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($6,838,441,189 ÷ 231,913,064 shares)		$ 29.49
Service Class: Net Asset Value, offering price and redemption price per share ($1,499,629,634 ÷ 51,047,882 shares)		$ 29.38
Service Class 2: Net Asset Value, offering price and redemption price per share ($7,703,333,426 ÷ 266,042,686 shares)		$ 28.96
Service Class 2R: Net Asset Value, offering price and redemption price per share ($9,468,570 ÷ 327,559 shares)		$ 28.91
Investor Class: Net Asset Value, offering price and redemption price per share ($831,409,541 ÷ 28,307,914 shares)		$ 29.37

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 150,102,732
Interest		168,500
Income from Fidelity Central Funds		2,099,122
Total income		152,370,354
Expenses
Management fee	$ 47,777,715
Transfer agent fees	6,327,582
Distribution and service plan fees	10,963,697
Accounting and security lending fees	805,636
Custodian fees and expenses	159,878
Independent trustees' compensation	52,296
Appreciation in deferred trustee compensation account	33
Audit	53,482
Legal	16,666
Miscellaneous	92,059
Total expenses before reductions	66,249,044
Expense reductions	(793,341)	65,455,703
Net investment income (loss)		86,914,651
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,232,227,243
Foreign currency transactions	(135,640)
Futures contracts	6,306,667
Total net realized gain (loss)		1,238,398,270
Change in net unrealized appreciation (depreciation) on: Investment securities	518,830,858
Assets and liabilities in foreign currencies	(78,340)
Futures contracts	(52,610)
Total change in net unrealized appreciation (depreciation)		518,699,908
Net gain (loss)		1,757,098,178
Net increase (decrease) in net assets resulting from operations		$ 1,844,012,829

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 86,914,651	$ 184,313,100
Net realized gain (loss)	1,238,398,270	635,918,428
Change in net unrealized appreciation (depreciation)	518,699,908	1,584,493,232
Net increase (decrease) in net assets resulting from operations	1,844,012,829	2,404,724,760
Distributions to shareholders from net investment income	-	(189,531,129)
Distributions to shareholders from net realized gain	-	(8,351,979)
Total distributions	-	(197,883,108)
Share transactions - net increase (decrease)	(1,225,080,694)	(899,286,819)
Redemption fees	359	69
Total increase (decrease) in net assets	618,932,494	1,307,554,902
Net Assets
Beginning of period	16,263,349,866	14,955,794,964
End of period (including undistributed net investment income of $86,327,451 and distributions in excess of net investment income of $587,200, respectively)	$ 16,882,282,360	$ 16,263,349,866

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.44	$ 23.02	$ 23.88	$ 20.62	$ 15.39	$ 27.90
Income from Investment Operations
Net investment income (loss) E	.16	.32	.25	.23	.23	.24
Net realized and unrealized gain (loss)	2.89	3.46	(.86)	3.31	5.26	(11.87)
Total from investment operations	3.05	3.78	(.61)	3.54	5.49	(11.63)
Distributions from net investment income	-	(.34) H	(.25)	(.27)	(.25)	(.23)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.36) L	(.25)	(.28)	(.26) K	(.88)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.49	$ 26.44	$ 23.02	$ 23.88	$ 20.62	$ 15.39
Total Return B,C,D	11.54%	16.42%	(2.53)%	17.22%	35.71%	(42.51)%
Ratios to Average Net Assets F,I
Expenses before reductions	.64% A	.64%	.65%	.65%	.67%	.66%
Expenses net of fee waivers, if any	.64% A	.64%	.64%	.65%	.67%	.66%
Expenses net of all reductions	.63% A	.63%	.63%	.63%	.65%	.65%
Net investment income (loss)	1.14% A	1.27%	1.03%	1.06%	1.33%	1.07%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,838,441	$ 6,440,357	$ 6,113,440	$ 7,160,125	$ 7,405,228	$ 6,240,871
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.26 per share is comprised of distributions from net investment income of $.250 and distributions from net realized gain of $.005 per share. L Total distributions of $.36 per share is comprised of distributions from net investment income of $.342 and distributions from net realized gain of $.013 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.36	$ 22.95	$ 23.81	$ 20.55	$ 15.33	$ 27.80
Income from Investment Operations
Net investment income (loss) E	.15	.30	.22	.20	.21	.21
Net realized and unrealized gain (loss)	2.87	3.44	(.85)	3.31	5.25	(11.83)
Total from investment operations	3.02	3.74	(.63)	3.51	5.46	(11.62)
Distributions from net investment income	-	(.32) H	(.23)	(.24)	(.23)	(.20)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.33)	(.23)	(.25)	(.24) K	(.85)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.38	$ 26.36	$ 22.95	$ 23.81	$ 20.55	$ 15.33
Total Return B,C,D	11.46%	16.31%	(2.64)%	17.11%	35.66%	(42.61)%
Ratios to Average Net Assets F,I
Expenses before reductions	.74% A	.74%	.75%	.75%	.77%	.76%
Expenses net of fee waivers, if any	.74% A	.74%	.74%	.75%	.77%	.76%
Expenses net of all reductions	.73% A	.73%	.73%	.73%	.75%	.75%
Net investment income (loss)	1.04% A	1.16%	.93%	.96%	1.23%	.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,499,630	$ 1,374,781	$ 1,277,101	$ 1,379,305	$ 1,784,820	$ 1,497,734
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.24 per share is comprised of distributions from net investment income of $.232 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.00	$ 22.64	$ 23.49	$ 20.29	$ 15.14	$ 27.46
Income from Investment Operations
Net investment income (loss) E	.13	.26	.18	.17	.18	.18
Net realized and unrealized gain (loss)	2.83	3.39	(.84)	3.26	5.18	(11.67)
Total from investment operations	2.96	3.65	(.66)	3.43	5.36	(11.49)
Distributions from net investment income	-	(.28) H	(.19)	(.22)	(.21)	(.18)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.29)	(.19)	(.23)	(.21) K	(.83)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 28.96	$ 26.00	$ 22.64	$ 23.49	$ 20.29	$ 15.14
Total Return B,C,D	11.38%	16.14%	(2.78)%	16.93%	35.47%	(42.69)%
Ratios to Average Net Assets F,I
Expenses before reductions	.89%A	.89%	.90%	.90%	.92%	.91%
Expenses net of fee waivers, if any	.89% A	.89%	.89%	.90%	.92%	.91%
Expenses net of all reductions	.88% A	.88%	.88%	.88%	.90%	.90%
Net investment income (loss)	.89% A	1.02%	.78%	.81%	1.08%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,703,333	$ 7,740,640	$ 6,980,191	$ 7,627,793	$ 7,577,737	$ 6,187,985
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.21 per share is comprised of distributions from net investment income of $.205 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 25.96	$ 22.60	$ 23.44	$ 20.24	$ 15.10	$ 27.35
Income from Investment Operations
Net investment income (loss) E	.13	.26	.18	.17	.18	.18
Net realized and unrealized gain (loss)	2.82	3.39	(.84)	3.25	5.17	(11.62)
Total from investment operations	2.95	3.65	(.66)	3.42	5.35	(11.44)
Distributions from net investment income	-	(.27) H	(.18)	(.21)	(.20)	(.16)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.29) L	(.18)	(.22)	(.21) K	(.81)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 28.91	$ 25.96	$ 22.60	$ 23.44	$ 20.24	$ 15.10
Total Return B,C,D	11.36%	16.15%	(2.79)%	16.94%	35.46%	(42.69)%
Ratios to Average Net Assets F,I
Expenses before reductions	.89% A	.89%	.90%	.90%	.92%	.91%
Expenses net of fee waivers, if any	.89% A	.89%	.89%	.90%	.92%	.91%
Expenses net of all reductions	.88% A	.88%	.88%	.88%	.90%	.90%
Net investment income (loss)	.89% A	1.02%	.78%	.81%	1.08%	.82%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,469	$ 8,727	$ 8,042	$ 10,942	$ 13,285	$ 13,585
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.21 per share is comprised of distributions from net investment income of $.200 and distributions from net realized gain of $.005 per share. L Total distributions of $.29 per share is comprised of distributions from net investment income of $.274 and distributions from net realized gain of $.013 per share.

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

Semiannual Report

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 26.35	$ 22.94	$ 23.80	$ 20.56	$ 15.34	$ 27.82
Income from Investment Operations
Net investment income (loss) E	.15	.30	.23	.21	.21	.21
Net realized and unrealized gain (loss)	2.87	3.45	(.86)	3.30	5.25	(11.83)
Total from investment operations	3.02	3.75	(.63)	3.51	5.46	(11.62)
Distributions from net investment income	-	(.32) H	(.23)	(.26)	(.24)	(.21)
Distributions from net realized gain	-	(.01) H	-	(.01)	(.01)	(.65)
Total distributions	-	(.34) L	(.23)	(.27)	(.24) K	(.86)
Redemption fees added to paid in capital E,J	-	-	-	-	-	-
Net asset value, end of period	$ 29.37	$ 26.35	$ 22.94	$ 23.80	$ 20.56	$ 15.34
Total Return B,C,D	11.46%	16.34%	(2.62)%	17.10%	35.66%	(42.60)%
Ratios to Average Net Assets F,I
Expenses before reductions	.72% A	.73%	.73%	.74%	.77%	.75%
Expenses net of fee waivers, if any	.72% A	.73%	.73%	.73%	.77%	.75%
Expenses net of all reductions	.71% A	.71%	.71%	.72%	.75%	.74%
Net investment income (loss)	1.06% A	1.18%	.94%	.98%	1.23%	.98%
Supplemental Data
Net assets, end of period (000 omitted)	$ 831,410	$ 698,845	$ 577,021	$ 570,841	$ 457,476	$ 324,919
Portfolio turnover rate G	91% A	87%	135%	117%	145%	172%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K Total distributions of $.24 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.005 per share. L Total distributions of $.34 per share is comprised of distributions from net investment income of $.322 and distributions from net realized gain of $.013 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Contrafund 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, Service Class 2R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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, changes in interest rates and credit quality. 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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 3,502,047,237
Gross unrealized depreciation	(230,982,509)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,271,064,728
Tax cost	$ 13,681,678,753

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (336,841,666)
2017	(2,334,998,928)
Total capital loss carryforward	$ (2,671,840,594)

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Fund 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 is included at the end of the Fund's Schedule of Investments.

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

Semiannual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,306,667and a change in net unrealized appreciation (depreciation) of $(52,610) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,672,871,624 and $9,015,294,181, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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 and Service Class 2R'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	$ 737,094
Service Class 2	10,214,868
Service Class 2R	11,735
	$ 10,963,697

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 2,367,165
Service Class	513,878
Service Class 2	2,842,098
Service Class 2R	3,255
Investor Class	601,186
	$ 6,327,582

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $281,113 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $21,727 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,745,196. 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. Total security lending income during the period amounted to $1,872,807, including $5,711 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $793,301 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $40.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 82,580,923
Service Class	-	16,341,913
Service Class 2	-	82,113,206
Service Class 2R	-	91,369
Investor Class	-	8,403,718
Total	$ -	$ 189,531,129
From net realized gain
Initial Class	$ -	$ 3,278,212
Service Class	-	704,666
Service Class 2	-	4,008,661
Service Class 2R	-	4,524
Investor Class	-	355,916
Total	$ -	$ 8,351,979

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	3,200,594	8,108,840	$ 91,610,663	$ 207,519,230
Reinvestment of distributions	-	3,281,594	-	85,859,135
Shares redeemed	(14,834,408)	(33,386,959)	(423,421,563)	(856,012,042)
Net increase (decrease)	(11,633,814)	(21,996,525)	$ (331,810,900)	$ (562,633,677)
Service Class
Shares sold	2,136,777	4,101,561	$ 60,749,521	$ 104,241,858
Reinvestment of distributions	-	653,535	-	17,046,579
Shares redeemed	(3,246,142)	(8,246,935)	(92,489,710)	(210,877,762)
Net increase (decrease)	(1,109,365)	(3,491,839)	$ (31,740,189)	$ (89,589,325)
Service Class 2
Shares sold	9,590,840	32,699,560	$ 269,352,938	$ 807,565,716
Reinvestment of distributions	-	3,346,604	-	86,121,867
Shares redeemed	(41,270,290)	(46,616,409)	(1,181,392,976)	(1,175,112,838)
Net increase (decrease)	(31,679,450)	(10,570,245)	$ (912,040,038)	$ (281,425,255)
Service Class 2R
Shares sold	24,059	68,230	$ 674,725	$ 1,645,251
Reinvestment of distributions	-	3,733	-	95,893
Shares redeemed	(32,711)	(91,575)	(920,959)	(2,281,001)
Net increase (decrease)	(8,652)	(19,612)	$ (246,234)	$ (539,857)
Investor Class
Shares sold	2,245,160	2,695,333	$ 63,892,247	$ 68,539,753
Reinvestment of distributions	-	335,952	-	8,759,634
Shares redeemed	(458,689)	(1,659,317)	(13,135,580)	(42,398,092)
Net increase (decrease)	1,786,471	1,371,968	$ 50,756,667	$ 34,901,295

12. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 22% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Servicing Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCONR-SANN-0813
1.833452.107

Fidelity® Variable Insurance Products:

Disciplined Small Cap Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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.

	Annualized Expense Ratio B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.88%
Actual		$ 1,000.00	$ 1,142.00	$ 4.67
Hypothetical A		$ 1,000.00	$ 1,020.43	$ 4.41
Service Class	.97%
Actual		$ 1,000.00	$ 1,141.60	$ 5.15
Hypothetical A		$ 1,000.00	$ 1,019.98	$ 4.86
Service Class 2	1.17%
Actual		$ 1,000.00	$ 1,140.70	$ 6.21
Hypothetical A		$ 1,000.00	$ 1,018.99	$ 5.86
Investor Class	.95%
Actual		$ 1,000.00	$ 1,141.40	$ 5.04
Hypothetical A		$ 1,000.00	$ 1,020.08	$ 4.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Sinclair Broadcast Group, Inc. Class A	0.7	0.0
Aspen Technology, Inc.	0.6	0.4
Pilgrims Pride Corp.	0.6	0.3
Portland General Electric Co.	0.6	0.6
The Men's Wearhouse, Inc.	0.6	0.1
First American Financial Corp.	0.6	0.7
Rite Aid Corp.	0.6	0.0
Texas Roadhouse, Inc. Class A	0.6	0.2
Cracker Barrel Old Country Store, Inc.	0.6	0.5
Cleco Corp.	0.6	0.5
	6.1
Top Five Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.5	23.0
Consumer Discretionary	15.6	11.3
Industrials	15.1	16.8
Information Technology	14.6	16.1
Health Care	10.9	9.9

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stocks and Equity Futures 99.3%			Stocks and Equity Futures 99.6%
	Short-Term Investments and Net Other Assets (Liabilities) 0.7%			Short-Term Investments and Net Other Assets (Liabilities) 0.4%
* Foreign investments		3.8%	** Foreign investments		3.4%

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%
	Shares		Value
CONSUMER DISCRETIONARY - 15.6%
Auto Components - 1.0%
Dana Holding Corp.	16,951		$ 326,476
Drew Industries, Inc.	3,716		146,113
Standard Motor Products, Inc.	15,370		527,806
Superior Industries International, Inc.	3,464		59,615
Tenneco, Inc. (a)	9,081		411,188
			1,471,198
Distributors - 0.3%
Core-Mark Holding Co., Inc.	1,282		81,407
Pool Corp.	3,308		173,372
VOXX International Corp. (a)	10,412		127,755
			382,534
Diversified Consumer Services - 0.4%
Hillenbrand, Inc.	20,680		490,323
Regis Corp.	3,851		63,233
			553,556
Hotels, Restaurants & Leisure - 5.1%
AFC Enterprises, Inc. (a)	1,099		39,498
Ameristar Casinos, Inc.	2,742		72,087
Bloomin' Brands, Inc.	13,955		347,200
Bob Evans Farms, Inc.	11,509		540,693
Churchill Downs, Inc.	796		62,765
Cracker Barrel Old Country Store, Inc.	9,100		861,406
DineEquity, Inc.	952		65,564
Einstein Noah Restaurant Group, Inc.	2,529		35,912
Jack in the Box, Inc. (a)	17,595		691,308
Krispy Kreme Doughnuts, Inc. (a)	41,516		724,454
Life Time Fitness, Inc. (a)	5,456		273,400
Marcus Corp.	3,623		46,085
Marriott Vacations Worldwide Corp. (a)	14,416		623,348
Multimedia Games Holding Co., Inc. (a)	21,132		550,911
Papa John's International, Inc. (a)	8,909		582,381
Six Flags Entertainment Corp.	10,102		355,186
Sonic Corp. (a)	27,239		396,600
Texas Roadhouse, Inc. Class A	34,935		874,074
The Cheesecake Factory, Inc.	6,176		258,713
			7,401,585
Household Durables - 2.1%
American Greetings Corp. Class A	4,132		75,285
Flexsteel Industries, Inc.	18,410		448,836
iRobot Corp. (a)	2,438		96,959
KB Home	8,049		158,002
M.D.C. Holdings, Inc.	11,448		372,174
M/I Homes, Inc. (a)	2,988		68,604
NACCO Industries, Inc. Class A	8,519		487,968
Ryland Group, Inc.	16,266		652,267
Tupperware Brands Corp.	8,485		659,200
			3,019,295
Internet & Catalog Retail - 0.0%
Orbitz Worldwide, Inc. (a)	52		418
	Shares		Value
Leisure Equipment & Products - 0.7%
Brunswick Corp.	6,244		$ 199,496
Smith & Wesson Holding Corp. (a)(d)	79,188		790,296
			989,792
Media - 2.4%
Belo Corp. Series A	53,255		742,907
Fisher Communications, Inc.	9,696		398,312
Global Sources Ltd. (a)	33,999		228,133
Harte-Hanks, Inc.	5,637		48,478
Live Nation Entertainment, Inc. (a)	3,552		55,056
Loral Space & Communications Ltd.	6,774		406,305
Nexstar Broadcasting Group, Inc. Class A	18,262		647,571
Sinclair Broadcast Group, Inc. Class A	32,955		968,206
			3,494,968
Specialty Retail - 2.6%
Barnes & Noble, Inc. (a)(d)	12,525		199,899
Big 5 Sporting Goods Corp.	29,803		654,176
Brown Shoe Co., Inc.	7,155		154,047
Conn's, Inc. (a)	7,170		371,119
Destination Maternity Corp.	5,642		138,793
Express, Inc. (a)	27,761		582,148
Finish Line, Inc. Class A	1,829		39,982
Francescas Holdings Corp. (a)	2,858		79,424
Genesco, Inc. (a)	1,112		74,493
Haverty Furniture Companies, Inc.	3,285		75,588
Penske Automotive Group, Inc.	4,531		138,377
The Cato Corp. Class A (sub. vtg.)	10,853		270,891
The Children's Place Retail Stores, Inc. (a)	1,419		77,761
The Men's Wearhouse, Inc.	24,033		909,649
			3,766,347
Textiles, Apparel & Luxury Goods - 1.0%
Iconix Brand Group, Inc. (a)	3,682		108,288
Movado Group, Inc.	12,439		420,811
Perry Ellis International, Inc.	4,496		91,314
Steven Madden Ltd. (a)	5,037		243,690
The Jones Group, Inc.	5,701		78,389
True Religion Apparel, Inc.	12,371		391,666
Tumi Holdings, Inc. (a)	2,797		67,128
			1,401,286
TOTAL CONSUMER DISCRETIONARY			22,480,979
CONSUMER STAPLES - 4.8%
Beverages - 0.0%
Coca-Cola Bottling Co. CONSOLIDATED	906		55,402
Food & Staples Retailing - 0.9%
Andersons, Inc.	2,024		107,657
Harris Teeter Supermarkets, Inc.	7,438		348,545
Rite Aid Corp. (a)	312,810		894,637
			1,350,839
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 3.0%
B&G Foods, Inc. Class A	1,763		$ 60,030
Cal-Maine Foods, Inc.	11,635		541,144
Fresh Del Monte Produce, Inc.	19,408		541,095
Hain Celestial Group, Inc. (a)	5,078		329,918
J&J Snack Foods Corp.	6,831		531,452
Lancaster Colony Corp.	1,264		98,579
Omega Protein Corp. (a)	10,909		97,963
Pilgrims Pride Corp. (a)	61,737		922,351
Post Holdings, Inc. (a)	2,812		122,772
Sanderson Farms, Inc.	12,143		806,538
Seneca Foods Corp. Class A (a)	3,352		102,839
TreeHouse Foods, Inc. (a)	2,204		144,450
			4,299,131
Household Products - 0.2%
Orchids Paper Products Co.	9,267		243,259
WD-40 Co.	1,488		81,066
			324,325
Personal Products - 0.7%
Inter Parfums, Inc.	1,205		34,367
MediFast, Inc. (a)	7,048		181,556
Nature's Sunshine Products, Inc.	3,269		53,448
Nu Skin Enterprises, Inc. Class A	10,918		667,308
Nutraceutical International Corp.	964		19,704
			956,383
TOTAL CONSUMER STAPLES			6,986,080
ENERGY - 4.8%
Energy Equipment & Services - 2.5%
Bristow Group, Inc.	12,047		786,910
C&J Energy Services, Inc. (a)	2,641		51,156
Dril-Quip, Inc. (a)	4,588		414,251
Exterran Holdings, Inc. (a)	25,495		716,919
Geospace Technologies Corp. (a)	5,745		396,865
Gulf Island Fabrication, Inc.	3,950		75,643
Hercules Offshore, Inc. (a)	99,987		703,908
ION Geophysical Corp. (a)	11,061		66,587
Matrix Service Co. (a)	10,557		164,478
Parker Drilling Co. (a)	10,685		53,211
RigNet, Inc. (a)	5,699		145,211
			3,575,139
Oil, Gas & Consumable Fuels - 2.3%
Adams Resources & Energy, Inc.	445		30,656
Alon USA Energy, Inc.	32,319		467,333
CVR Energy, Inc.	5,293		250,888
Delek US Holdings, Inc.	23,033		662,890
DHT Holdings, Inc.	3,176		14,228
Renewable Energy Group, Inc. (a)	7,519		106,995
Rex American Resources Corp. (a)	7,921		227,887
Rosetta Resources, Inc. (a)	15,931		677,386
	Shares		Value
VAALCO Energy, Inc. (a)	32,076		$ 183,475
Warren Resources, Inc. (a)	1,909		4,868
Western Refining, Inc. (d)	26,754		750,985
			3,377,591
TOTAL ENERGY			6,952,730
FINANCIALS - 20.5%
Capital Markets - 2.1%
American Capital Ltd. (a)	36,667		464,571
Apollo Investment Corp.	16,006		123,886
Arlington Asset Investment Corp.	5,143		137,524
Calamos Asset Management, Inc. Class A	4,541		47,681
Evercore Partners, Inc. Class A	9,435		370,607
FBR & Co. (a)	1,703		43,018
Fifth Street Finance Corp.	14,791		154,566
FXCM, Inc. Class A (d)	3,403		55,843
Greenhill & Co., Inc.	2,378		108,770
Investment Technology Group, Inc. (a)	7,854		109,799
MCG Capital Corp.	18,645		97,140
New Mountain Finance Corp.	4,633		65,603
Piper Jaffray Companies (a)	7,908		249,972
Solar Capital Ltd.	14,846		342,794
TCP Capital Corp.	31,698		531,575
Walter Investment Management Corp. (a)	3,866		130,709
			3,034,058
Commercial Banks - 4.2%
Banco Latinoamericano de Exporaciones SA (BLADEX) Series E	18,359		411,058
Bank of Marin Bancorp	1,403		56,120
Banner Bank	16,539		558,853
Central Pacific Financial Corp. (a)	16,994		305,892
Citizens & Northern Corp.	2,889		55,815
Eagle Bancorp, Inc., Maryland	4,787		107,133
First Bancorp, Puerto Rico (a)	39,823		281,947
First Community Bancshares, Inc.	3,673		57,593
First Financial Holdings, Inc.	1,921		40,744
First Interstate Bancsystem, Inc.	1,268		26,286
First Merchants Corp.	18,501		317,292
FirstMerit Corp.	21,061		421,852
Hanmi Financial Corp. (a)	35,942		635,095
MainSource Financial Group, Inc.	1,915		25,718
MB Financial, Inc.	25,890		693,852
Mercantile Bank Corp.	582		10,459
Merchants Bancshares, Inc.	9,209		272,310
NBT Bancorp, Inc.	2,639		55,868
Peoples Bancorp, Inc.	2,565		54,070
Pinnacle Financial Partners, Inc. (a)	2,511		64,558
PrivateBancorp, Inc.	16,681		353,804
Republic Bancorp, Inc., Kentucky Class A	2,369		51,928
SCBT Financial Corp. (d)	1,405		70,798
State Bank Financial Corp.	2,189		32,901
StellarOne Corp.	1,550		30,458
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Sterling Financial Corp.	7,926		$ 188,480
Susquehanna Bancshares, Inc.	5,348		68,722
Umpqua Holdings Corp.	6,483		97,310
Union First Market Bankshares Corp.	2,730		56,211
Washington Trust Bancorp, Inc.	4,751		135,499
WesBanco, Inc.	4,453		117,693
Wilshire Bancorp, Inc.	64,508		427,043
			6,083,362
Consumer Finance - 1.5%
Cash America International, Inc.	10,118		459,964
Credit Acceptance Corp. (a)	4,057		426,188
Encore Capital Group, Inc. (a)	5,221		172,867
EZCORP, Inc. (non-vtg.) Class A (a)	7,804		131,732
Green Dot Corp. Class A (a)	3,970		79,202
Nelnet, Inc. Class A	20,751		748,904
World Acceptance Corp. (a)(d)	2,443		212,394
			2,231,251
Diversified Financial Services - 0.7%
MarketAxess Holdings, Inc.	14,315		669,226
Marlin Business Services Corp.	13,148		299,511
Vector Capital Corp. rights (a)	5,673		0
			968,737
Insurance - 3.2%
Argo Group International Holdings, Ltd.	11,997		508,553
Enstar Group Ltd. (a)	1,501		199,603
FBL Financial Group, Inc. Class A	6,060		263,671
First American Financial Corp.	40,772		898,615
HCI Group, Inc.	56		1,720
Hilltop Holdings, Inc. (a)	5,640		92,496
Horace Mann Educators Corp.	21,275		518,685
Maiden Holdings Ltd.	18,255		204,821
Montpelier Re Holdings Ltd.	7,800		195,078
Platinum Underwriters Holdings Ltd.	13,315		761,884
Primerica, Inc.	11,245		421,013
ProAssurance Corp.	10,957		571,517
			4,637,656
Real Estate Investment Trusts - 5.9%
AG Mortgage Investment Trust, Inc.	11,583		217,876
American Capital Mortgage Investment Corp.	2,797		50,262
Anworth Mortgage Asset Corp.	70,211		393,182
Apollo Commercial Real Estate Finance, Inc.	32,389		514,337
Apollo Residential Mortgage, Inc.	24,087		396,954
Capstead Mortgage Corp.	23,275		281,628
Cousins Properties, Inc.	10,910		110,191
DCT Industrial Trust, Inc.	4,400		31,460
Extra Space Storage, Inc.	14,422		604,714
Franklin Street Properties Corp.	6,699		88,427
Gyrodyne Co. of America, Inc.	420		30,030
	Shares		Value
Highwoods Properties, Inc. (SBI)	6,667		$ 237,412
JAVELIN Mortgage Investment Corp.	3,499		49,301
MFA Financial, Inc.	51,401		434,338
Potlatch Corp.	13,386		541,330
PS Business Parks, Inc.	4,033		291,062
Redwood Trust, Inc. (d)	43,441		738,497
Resource Capital Corp.	82,234		505,739
RLJ Lodging Trust	32,481		730,498
Select Income (REIT)	8,363		234,499
Sovran Self Storage, Inc.	11,771		762,643
Spirit Realty Capital, Inc.	24,026		425,741
The Geo Group, Inc.	20,478		695,228
Western Asset Mortgage Capital Corp. (d)	7,243		126,463
			8,491,812
Real Estate Management & Development - 0.1%
Forestar Group, Inc. (a)	3,625		72,718
Thrifts & Mortgage Finance - 2.8%
Dime Community Bancshares, Inc.	28,934		443,269
Doral Financial Corp. (a)	146,309		121,436
EverBank Financial Corp.	36,279		600,780
Farmer Mac Class C (non-vtg.)	3,026		87,391
Flagstar Bancorp, Inc. (a)	37,957		529,880
Flushing Financial Corp.	7,626		125,448
Fox Chase Bancorp, Inc.	2,523		42,891
Home Loan Servicing Solutions Ltd.	13,961		334,645
HomeStreet, Inc.	16,796		360,274
Ocwen Financial Corp. (a)	18,664		769,330
Provident Financial Holdings, Inc.	3,382		53,706
Simplicity Bancorp, Inc.	3,071		44,530
WSFS Financial Corp.	10,254		537,207
			4,050,787
TOTAL FINANCIALS			29,570,381
HEALTH CARE - 10.9%
Biotechnology - 2.0%
Aegerion Pharmaceuticals, Inc. (a)	931		58,970
Alkermes PLC (a)	18,504		530,695
Cepheid, Inc. (a)	2,367		81,472
Clovis Oncology, Inc. (a)	4,154		278,235
Cubist Pharmaceuticals, Inc. (a)	9,810		473,823
Emergent BioSolutions, Inc. (a)	11,876		171,252
Infinity Pharmaceuticals, Inc. (a)	7,783		126,474
Isis Pharmaceuticals, Inc. (a)(d)	6,766		181,802
PDL BioPharma, Inc. (d)	16,346		126,191
Pharmacyclics, Inc. (a)	7,685		610,727
Seattle Genetics, Inc. (a)(d)	5,398		169,821
Theravance, Inc. (a)(d)	1,607		61,918
			2,871,380
Health Care Equipment & Supplies - 2.6%
Align Technology, Inc. (a)	595		22,039
CONMED Corp.	4,079		127,428
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Cyberonics, Inc. (a)	11,137		$ 578,679
Greatbatch, Inc. (a)	6,598		216,348
Integra LifeSciences Holdings Corp. (a)	8,363		306,337
Invacare Corp.	10,891		156,395
Natus Medical, Inc. (a)	3,212		43,844
RTI Biologics, Inc. (a)	44,744		168,237
Sirona Dental Systems, Inc. (a)	10,610		698,987
SurModics, Inc. (a)	9,102		182,131
Thoratec Corp. (a)	22,901		717,030
Vascular Solutions, Inc. (a)	3,810		56,045
West Pharmaceutical Services, Inc.	6,848		481,140
			3,754,640
Health Care Providers & Services - 4.7%
Air Methods Corp.	6,699		226,962
Alliance Healthcare Services, Inc. (a)	47,029		735,534
AMN Healthcare Services, Inc. (a)	6,813		97,562
AmSurg Corp. (a)	8,945		313,970
Centene Corp. (a)	2,704		141,852
Chemed Corp.	8,934		647,090
Corvel Corp. (a)	2,386		69,838
Five Star Quality Care, Inc. (a)	49,688		278,750
Gentiva Health Services, Inc. (a)	14,411		143,534
Hanger, Inc. (a)	15,593		493,207
HealthSouth Corp. (a)	3,502		100,858
Magellan Health Services, Inc. (a)	12,170		682,494
Molina Healthcare, Inc. (a)	2,918		108,491
National Healthcare Corp.	4,959		237,040
PharMerica Corp. (a)	2,043		28,316
Providence Service Corp. (a)	13,251		385,472
Select Medical Holdings Corp.	55,555		455,551
Team Health Holdings, Inc. (a)	15,243		626,030
The Ensign Group, Inc.	934		32,895
Triple-S Management Corp. (a)	1,360		29,199
Universal American Spin Corp.	17,471		155,317
Vanguard Health Systems, Inc. (a)	34,151		708,292
Wellcare Health Plans, Inc. (a)	2,194		121,877
			6,820,131
Health Care Technology - 0.5%
Omnicell, Inc. (a)	30,716		631,214
Life Sciences Tools & Services - 0.4%
Cambrex Corp. (a)	7,383		103,141
PAREXEL International Corp. (a)	10,497		482,232
			585,373
Pharmaceuticals - 0.7%
Jazz Pharmaceuticals PLC (a)	7,402		508,739
Pozen, Inc. (a)	20,882		104,619
	Shares		Value
Questcor Pharmaceuticals, Inc. (d)	1,256		$ 57,098
Santarus, Inc. (a)	15,423		324,654
			995,110
TOTAL HEALTH CARE			15,657,848
INDUSTRIALS - 15.1%
Aerospace & Defense - 1.8%
AAR Corp.	21,443		471,317
American Science & Engineering, Inc.	7,489		419,384
Cubic Corp.	1,136		54,642
Curtiss-Wright Corp.	14,173		525,251
Esterline Technologies Corp. (a)	6,768		489,259
LMI Aerospace, Inc. (a)	1,825		34,201
Moog, Inc. Class A (a)	8,177		421,361
Taser International, Inc. (a)	29,781		253,734
			2,669,149
Air Freight & Logistics - 0.1%
Forward Air Corp.	2,867		109,749
Park-Ohio Holdings Corp. (a)	1,419		46,799
			156,548
Airlines - 1.5%
Alaska Air Group, Inc. (a)	14,139		735,228
Republic Airways Holdings, Inc. (a)	31,226		353,791
SkyWest, Inc.	41,914		567,516
Spirit Airlines, Inc. (a)	15,358		487,924
			2,144,459
Building Products - 1.1%
A.O. Smith Corp.	15,848		574,965
Apogee Enterprises, Inc.	22,331		535,944
Gibraltar Industries, Inc. (a)	3,882		56,522
Insteel Industries, Inc.	1,135		19,885
USG Corp. (a)	19,458		448,507
			1,635,823
Commercial Services & Supplies - 2.0%
Consolidated Graphics, Inc. (a)	3,523		165,616
Deluxe Corp.	5,759		199,549
G&K Services, Inc. Class A	14,672		698,387
Intersections, Inc. (d)	18,099		158,728
Kimball International, Inc. Class B	24,047		233,496
Mine Safety Appliances Co.	3,665		170,606
Performant Financial Corp.	4,895		56,733
Steelcase, Inc. Class A	20,808		303,381
UniFirst Corp.	7,508		685,105
Viad Corp.	6,923		169,752
			2,841,353
Construction & Engineering - 1.2%
Argan, Inc.	24,503		382,247
Dycom Industries, Inc. (a)	12,496		289,157
EMCOR Group, Inc.	5,846		237,640
Granite Construction, Inc.	17,436		518,895
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Construction & Engineering - continued
MYR Group, Inc. (a)	2,716		$ 52,826
Primoris Services Corp.	10,632		209,663
			1,690,428
Electrical Equipment - 0.7%
AZZ, Inc.	2,095		80,783
Generac Holdings, Inc.	22,263		823,954
Powell Industries, Inc. (a)	1,201		62,032
			966,769
Machinery - 2.7%
Alamo Group, Inc.	886		36,167
Albany International Corp. Class A	2,455		80,966
American Railcar Industries, Inc. (d)	10,033		336,206
Hurco Companies, Inc.	1,560		44,881
Hyster-Yale Materials Handling Class A	12,619		792,347
John Bean Technologies Corp.	2,748		57,735
Kadant, Inc.	13,288		400,899
Kaydon Corp.	3,570		98,354
L.B. Foster Co. Class A	2,340		101,018
Lindsay Corp.	8,163		612,062
Lydall, Inc. (a)	1,430		20,878
Mueller Industries, Inc.	11,538		581,861
Mueller Water Products, Inc. Class A	7,084		48,950
RBC Bearings, Inc. (a)	1,615		83,899
Standex International Corp.	2,162		114,046
Tennant Co.	3,921		189,267
Woodward, Inc.	6,468		258,720
			3,858,256
Professional Services - 1.2%
Barrett Business Services, Inc.	10,363		541,052
Insperity, Inc.	11,275		341,633
Kelly Services, Inc. Class A (non-vtg.)	10,621		185,549
Korn/Ferry International (a)	7,017		131,499
Navigant Consulting, Inc. (a)	2,016		24,192
Resources Connection, Inc.	9,380		108,808
TrueBlue, Inc. (a)	4,662		98,135
WageWorks, Inc. (a)	9,033		311,187
			1,742,055
Road & Rail - 1.9%
AMERCO	1,572		254,507
Celadon Group, Inc.	6,965		127,111
Heartland Express, Inc.	21,314		295,625
Knight Transportation, Inc.	1,916		32,227
Old Dominion Freight Lines, Inc. (a)	9,771		406,669
Roadrunner Transportation Systems, Inc. (a)	3,124		86,972
Saia, Inc. (a)	12,984		389,130
Swift Transporation Co. (a)	44,543		736,741
	Shares		Value
Universal Truckload Services, Inc. (a)	3,064		$ 73,873
Werner Enterprises, Inc.	15,136		365,837
			2,768,692
Trading Companies & Distributors - 0.8%
Aceto Corp.	5,198		72,408
Aircastle Ltd.	38,350		613,217
Applied Industrial Technologies, Inc.	8,117		392,295
H&E Equipment Services, Inc.	4,973		104,781
			1,182,701
Transportation Infrastructure - 0.1%
Wesco Aircraft Holdings, Inc. (a)	9,624		178,718
TOTAL INDUSTRIALS			21,834,951
INFORMATION TECHNOLOGY - 14.6%
Communications Equipment - 2.4%
ADTRAN, Inc.	3,459		85,126
Anaren, Inc. (a)	13,052		299,413
Arris Group, Inc. (a)	50,112		719,107
Black Box Corp.	17,252		436,821
Communications Systems, Inc.	4,178		40,192
Comtech Telecommunications Corp.	14,496		389,797
Emulex Corp. (a)	24,433		159,303
Finisar Corp. (a)	4,670		79,157
Harmonic, Inc. (a)	15,628		99,238
InterDigital, Inc.	1,214		54,205
Ixia (a)	9,476		174,358
NETGEAR, Inc. (a)	3,142		95,957
Oplink Communications, Inc. (a)	2,003		34,792
Plantronics, Inc.	10,197		447,852
Tellabs, Inc.	39,356		77,925
Tessco Technologies, Inc.	10,453		275,959
			3,469,202
Computers & Peripherals - 1.6%
Cray, Inc. (a)	20,133		395,412
Electronics for Imaging, Inc. (a)	17,472		494,283
QLogic Corp. (a)	61,197		585,043
Super Micro Computer, Inc. (a)	4,397		46,784
Synaptics, Inc. (a)	21,339		822,832
			2,344,354
Electronic Equipment & Components - 2.3%
Anixter International, Inc.	10,961		830,953
Benchmark Electronics, Inc. (a)	33,200		667,320
Checkpoint Systems, Inc. (a)	4,365		61,939
Coherent, Inc.	1,536		84,588
Daktronics, Inc.	3,998		41,019
Electro Scientific Industries, Inc.	28,937		311,362
Insight Enterprises, Inc. (a)	10,426		184,957
Newport Corp. (a)	6,294		87,675
PC Connection, Inc.	2,327		35,952
Plexus Corp. (a)	4,997		149,360
Sanmina Corp. (a)	4,314		61,906
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Components - continued
ScanSource, Inc. (a)	1,785		$ 57,120
SYNNEX Corp. (a)	16,753		708,317
Vishay Precision Group, Inc. (a)	1,427		21,605
			3,304,073
Internet Software & Services - 0.3%
ValueClick, Inc. (a)	10,060		248,281
XO Group, Inc. (a)	10,457		117,118
			365,399
IT Services - 2.4%
Acxiom Corp. (a)	28,210		639,803
CACI International, Inc. Class A (a)	6,067		385,194
Convergys Corp.	12,665		220,751
CSG Systems International, Inc.	3,435		74,540
Global Cash Access Holdings, Inc. (a)	51,638		323,254
Jack Henry & Associates, Inc.	13,980		658,877
Maximus, Inc.	5,548		413,215
NCI, Inc. Class A (a)	5,191		21,491
Syntel, Inc.	1,564		98,329
Teletech Holdings, Inc. (a)	18,905		442,944
Unisys Corp. (a)	4,699		103,707
			3,382,105
Semiconductors & Semiconductor Equipment - 2.0%
Advanced Energy Industries, Inc. (a)	14,302		248,998
Ambarella, Inc. (a)(d)	21,124		355,517
Cabot Microelectronics Corp. (a)	3,966		130,918
Exar Corp. (a)	3,136		33,775
First Solar, Inc. (a)(d)	16,550		740,282
International Rectifier Corp. (a)	5,296		110,898
Intersil Corp. Class A	16,095		125,863
Kulicke & Soffa Industries, Inc. (a)	53,661		593,491
Omnivision Technologies, Inc. (a)	350		6,528
RF Micro Devices, Inc. (a)	31,391		167,942
Spansion, Inc. Class A (a)	8,068		101,011
Ultratech, Inc. (a)	8,850		324,972
			2,940,195
Software - 3.6%
Actuate Corp. (a)	14,516		96,386
Advent Software, Inc.	1,597		55,991
Aspen Technology, Inc. (a)	32,247		928,391
CommVault Systems, Inc. (a)	6,906		524,096
Fair Isaac Corp.	5,771		264,485
Infoblox, Inc. (a)	2,073		60,656
Manhattan Associates, Inc. (a)	10,792		832,711
Monotype Imaging Holdings, Inc.	24,505		622,672
NetScout Systems, Inc. (a)	19,871		463,789
Pegasystems, Inc.	2,790		92,405
Progress Software Corp. (a)	11,455		263,580
QAD, Inc.:
Class A	3,391		38,929
Class B	2,704		28,176
	Shares		Value
TeleCommunication Systems, Inc. Class A (a)	105,615		$ 246,083
TeleNav, Inc. (a)	37,257		194,854
TiVo, Inc. (a)	48,264		533,317
			5,246,521
TOTAL INFORMATION TECHNOLOGY			21,051,849
MATERIALS - 5.0%
Chemicals - 1.6%
A. Schulman, Inc.	3,650		97,893
Balchem Corp.	812		36,337
FutureFuel Corp.	29,346		415,833
Innospec, Inc.	8,464		340,084
Landec Corp. (a)	6,229		82,285
LSB Industries, Inc. (a)	3,512		106,800
Minerals Technologies, Inc.	15,860		655,652
Olin Corp.	2,800		66,976
Quaker Chemical Corp.	1,477		91,589
Sensient Technologies Corp.	5,789		234,281
Stepan Co.	2,845		158,210
			2,285,940
Construction Materials - 0.6%
Eagle Materials, Inc.	3,861		255,868
Headwaters, Inc. (a)	44,157		390,348
Texas Industries, Inc. (a)	2,080		135,491
			781,707
Containers & Packaging - 1.7%
AEP Industries, Inc. (a)	6,099		453,705
Berry Plastics Group, Inc.	15,533		342,813
Boise, Inc.	50,555		431,740
Graphic Packaging Holding Co. (a)	107,293		830,448
Myers Industries, Inc.	26,580		398,966
			2,457,672
Metals & Mining - 0.1%
Kaiser Aluminum Corp.	1,912		118,429
Worthington Industries, Inc.	2,332		73,948
			192,377
Paper & Forest Products - 1.0%
Clearwater Paper Corp. (a)	1,101		51,813
Kapstone Paper & Packaging Corp.	509		20,452
Louisiana-Pacific Corp. (a)	48,551		718,069
Neenah Paper, Inc.	3,576		113,610
P.H. Glatfelter Co.	3,323		83,407
Schweitzer-Mauduit International, Inc.	9,636		480,644
			1,467,995
TOTAL MATERIALS			7,185,691
UTILITIES - 4.4%
Electric Utilities - 2.8%
Allete, Inc.	3,586		178,762
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Electric Utilities - continued
Cleco Corp.	18,191		$ 844,608
El Paso Electric Co.	20,782		733,812
IDACORP, Inc.	10,997		525,217
PNM Resources, Inc.	16,992		377,052
Portland General Electric Co.	30,133		921,768
UNS Energy Corp.	11,982		535,955
			4,117,174
Gas Utilities - 0.2%
Southwest Gas Corp.	6,696		313,306
Independent Power Producers & Energy Traders - 0.5%
Black Hills Corp.	11,600		565,500
Genie Energy Ltd. Class B	9,743		89,148
			654,648
Multi-Utilities - 0.5%
Avista Corp.	10,165		274,658
NorthWestern Energy Corp.	11,154		445,045
			719,703
Water Utilities - 0.4%
American States Water Co.	11,028		591,873
TOTAL UTILITIES			6,396,704
TOTAL COMMON STOCKS (Cost $121,603,461)		138,117,213

U.S. Treasury Obligations - 0.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.09% 12/12/13 (e) (Cost $299,880)	$ 300,000	299,908

Money Market Funds - 6.8%
	Shares		Value
Fidelity Cash Central Fund, 0.13% (b)	4,913,612		$ 4,913,612
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	4,971,225		4,971,225
TOTAL MONEY MARKET FUNDS (Cost $9,884,837)		9,884,837
TOTAL INVESTMENT PORTFOLIO - 102.7% (Cost $131,788,178)			148,301,958
NET OTHER ASSETS (LIABILITIES) - (2.7)%			(3,950,639)
NET ASSETS - 100%		$ 144,351,319

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
53 NYFE Russell 2000 Mini Index Contracts	Sept. 2013	$ 5,165,910	$ 21,305

The face value of futures purchased as a percentage of net assets is 3.6%

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $249,923.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 2,309
Fidelity Securities Lending Cash Central Fund	13,682
Total	$ 15,991

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the table 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:
Consumer Discretionary	$ 22,480,979	$ 22,480,979	$ -	$ -
Consumer Staples	6,986,080	6,986,080	-	-
Energy	6,952,730	6,952,730	-	-
Financials	29,570,381	29,570,381	-	-
Health Care	15,657,848	15,657,848	-	-
Industrials	21,834,951	21,834,951	-	-
Information Technology	21,051,849	21,051,849	-	-
Materials	7,185,691	7,185,691	-	-
Utilities	6,396,704	6,396,704	-	-
U.S. Government and Government Agency Obligations	299,908	-	299,908	-
Money Market Funds	9,884,837	9,884,837	-	-
Total Investments in Securities:	$ 148,301,958	$ 148,002,050	$ 299,908	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 21,305	$ 21,305	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. 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)	$ 21,305	$ -
Total Value of Derivatives	$ 21,305	$ -

(a) Reflects gross cumulative appreciation/(depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end variation margin is separately presented in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin for derivative instruments line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $4,828,098) - See accompanying schedule: Unaffiliated issuers (cost $121,903,341)	$ 138,417,121
Fidelity Central Funds (cost $9,884,837)	9,884,837
Total Investments (cost $131,788,178)		$ 148,301,958
Cash		1,069
Receivable for investments sold		489,896
Receivable for fund shares sold		548,445
Dividends receivable		163,776
Distributions receivable from Fidelity Central Funds		1,773
Total assets		149,506,917
Liabilities
Payable for fund shares redeemed	$ 43,349
Accrued management fee	82,086
Distribution and service plan fees payable	727
Payable for daily variation margin for derivative instruments	9,875
Other affiliated payables	21,969
Other payables and accrued expenses	26,367
Collateral on securities loaned, at value	4,971,225
Total liabilities		5,155,598
Net Assets		$ 144,351,319
Net Assets consist of:
Paid in capital		$ 122,793,571
Undistributed net investment income		434,454
Accumulated undistributed net realized gain (loss) on investments		4,588,209
Net unrealized appreciation (depreciation) on investments		16,535,085
Net Assets		$ 144,351,319

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($30,913,555 ÷ 2,271,033 shares)		$ 13.61
Service Class: Net Asset Value, offering price and redemption price per share ($318,447 ÷ 23,351 shares)		$ 13.64
Service Class 2: Net Asset Value, offering price and redemption price per share ($3,245,128 ÷ 237,971 shares)		$ 13.64
Investor Class: Net Asset Value, offering price and redemption price per share ($109,874,189 ÷ 8,093,672 shares)		$ 13.58

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 1,131,555
Interest		149
Income from Fidelity Central Funds		15,991
Total income		1,147,695
Expenses
Management fee	$ 429,323
Transfer agent fees	83,347
Distribution and service plan fees	3,951
Accounting and security lending fees	23,825
Custodian fees and expenses	9,557
Independent trustees' compensation	341
Audit	23,638
Legal	71
Miscellaneous	381
Total expenses		574,434
Net investment income (loss)		573,261
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	4,371,641
Futures contracts	401,290
Total net realized gain (loss)		4,772,931
Change in net unrealized appreciation (depreciation) on: Investment securities	8,726,716
Futures contracts	(18,370)
Total change in net unrealized appreciation (depreciation)		8,708,346
Net gain (loss)		13,481,277
Net increase (decrease) in net assets resulting from operations		$ 14,054,538

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 573,261	$ 1,452,571
Net realized gain (loss)	4,772,931	5,627,263
Change in net unrealized appreciation (depreciation)	8,708,346	6,760,922
Net increase (decrease) in net assets resulting from operations	14,054,538	13,840,756
Distributions to shareholders from net investment income	-	(1,580,687)
Distributions to shareholders from net realized gain	(1,020,311)	(4,740,566)
Total distributions	(1,020,311)	(6,321,253)
Share transactions - net increase (decrease)	44,189,992	3,708,990
Total increase (decrease) in net assets	57,224,219	11,228,493
Net Assets
Beginning of period	87,127,100	75,898,607
End of period (including undistributed net investment income of $434,454 and distributions in excess of net investment income of $138,807, respectively)	$ 144,351,319	$ 87,127,100

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.03	$ 10.94	$ 11.15	$ 8.91	$ 7.32	$ 11.17
Income from Investment Operations
Net investment income (loss)E	.07	.22	.05	.04	.04	.07
Net realized and unrealized gain (loss)	1.63	1.83	(.20)	2.24	1.59	(3.84)
Total from investment operations	1.70	2.05	(.15)	2.28	1.63	(3.77)
Distributions from net investment income	-	(.25)	(.06)	(.04)	(.04)	(.08)
Distributions from net realized gain	(.12)	(.71)	-	-	-	-
Total distributions	(.12)	(.96)	(.06)	(.04)	(.04)	(.08)
Net asset value, end of period	$ 13.61	$ 12.03	$ 10.94	$ 11.15	$ 8.91	$ 7.32
Total Return B,C,D	14.20%	19.00%	(1.36)%	25.54%	22.28%	(33.72)%
Ratios to Average Net Assets F,H
Expenses before reductions	.88% A	.91%	.91%	.95%	1.05%	1.04%
Expenses net of fee waivers, if any	.88% A	.91%	.91%	.94%	1.00%	1.00%
Expenses net of all reductions	.88% A	.91%	.91%	.94%	1.00%	1.00%
Net investment income (loss)	1.00% A	1.80%	.47%	.41%	.56%	.71%
Supplemental Data
Net assets, end of period (000 omitted)	$ 30,914	$ 20,183	$ 19,809	$ 19,742	$ 13,864	$ 8,381
Portfolio turnover rate G	91% A	99%	90%	71%	81%	87%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.06	$ 10.96	$ 11.16	$ 8.92	$ 7.33	$ 11.17
Income from Investment Operations
Net investment income (loss) E	.06	.21	.04	.03	.03	.06
Net realized and unrealized gain (loss)	1.64	1.84	(.20)	2.23	1.58	(3.84)
Total from investment operations	1.70	2.05	(.16)	2.26	1.61	(3.78)
Distributions from net investment income	-	(.24)	(.04)	(.02)	(.02)	(.06)
Distributions from net realized gain	(.12)	(.71)	-	-	-	-
Total distributions	(.12)	(.95)	(.04)	(.02)	(.02)	(.06)
Net asset value, end of period	$ 13.64	$ 12.06	$ 10.96	$ 11.16	$ 8.92	$ 7.33
Total Return B,C,D	14.16%	18.97%	(1.41)%	25.35%	22.03%	(33.79)%
Ratios to Average Net Assets F,H
Expenses before reductions	.97% A	.99%	1.01%	1.04%	1.10%	1.10%
Expenses net of fee waivers, if any	.97% A	.99%	1.01%	1.04%	1.10%	1.10%
Expenses net of all reductions	.97% A	.99%	1.01%	1.04%	1.10%	1.10%
Net investment income (loss)	.91% A	1.72%	.38%	.32%	.46%	.61%
Supplemental Data
Net assets, end of period (000 omitted)	$ 318	$ 279	$ 235	$ 327	$ 426	$ 631
Portfolio turnover rate G	91% A	99%	90%	71%	81%	87%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.07	$ 10.96	$ 11.15	$ 8.92	$ 7.33	$ 11.15
Income from Investment Operations
Net investment income (loss) E	.05	.18	.02	.01	.02	.04
Net realized and unrealized gain (loss)	1.64	1.83	(.20)	2.23	1.59	(3.82)
Total from investment operations	1.69	2.01	(.18)	2.24	1.61	(3.78)
Distributions from net investment income	-	(.19)	(.01)	(.01)	(.02)	(.04)
Distributions from net realized gain	(.12)	(.71)	-	-	-	-
Total distributions	(.12)	(.90)	(.01)	(.01)	(.02)	(.04)
Net asset value, end of period	$ 13.64	$ 12.07	$ 10.96	$ 11.15	$ 8.92	$ 7.33
Total Return B,C,D	14.07%	18.58%	(1.58)%	25.07%	21.94%	(33.91)%
Ratios to Average Net Assets F,H
Expenses before reductions	1.17% A	1.23%	1.26%	1.28%	1.41%	1.32%
Expenses net of fee waivers, if any	1.17% A	1.23%	1.25%	1.25%	1.25%	1.25%
Expenses net of all reductions	1.17% A	1.23%	1.25%	1.25%	1.25%	1.25%
Net investment income (loss)	.71% A	1.48%	.14%	.11%	.31%	.46%
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,245	$ 1,624	$ 1,656	$ 2,513	$ 1,535	$ 1,494
Portfolio turnover rate G	91% A	99%	90%	71%	81%	87%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 12.01	$ 10.92	$ 11.12	$ 8.89	$ 7.31	$ 11.15
Income from Investment Operations
Net investment income (loss) E	.06	.21	.04	.03	.04	.06
Net realized and unrealized gain (loss)	1.63	1.83	(.19)	2.23	1.57	(3.83)
Total from investment operations	1.69	2.04	(.15)	2.26	1.61	(3.77)
Distributions from net investment income	-	(.24)	(.05)	(.03)	(.03)	(.07)
Distributions from net realized gain	(.12)	(.71)	-	-	-	-
Total distributions	(.12)	(.95)	(.05)	(.03)	(.03)	(.07)
Net asset value, end of period	$ 13.58	$ 12.01	$ 10.92	$ 11.12	$ 8.89	$ 7.31
Total Return B,C,D	14.14%	18.96%	(1.35)%	25.44%	22.09%	(33.77)%
Ratios to Average Net Assets F,H
Expenses before reductions	.95% A	.98%	.99%	1.02%	1.12%	1.10%
Expenses net of fee waivers, if any	.95% A	.98%	.98%	1.01%	1.08%	1.08%
Expenses net of all reductions	.95% A	.98%	.98%	1.01%	1.08%	1.08%
Net investment income (loss)	.93% A	1.73%	.40%	.34%	.48%	.63%
Supplemental Data
Net assets, end of period (000 omitted)	$ 109,874	$ 65,042	$ 54,198	$ 49,830	$ 26,426	$ 16,331
Portfolio turnover rate G	91%A	99%	90%	71%	81%	87%

^A Annualize d

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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, changes in interest rates and credit quality. 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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, 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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, passive foreign investment companies (PFIC), market discount, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 21,515,773
Gross unrealized depreciation	(5,256,184)
Net unrealized appreciation (depreciation) on securities and other investments	$ 16,259,589
Tax cost	$ 132,042,369

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of activity for 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.

During the period the Fund recognized net realized gain (loss) of $401,290 and a change in net unrealized appreciation (depreciation) of $18,370 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $94,202,318 and $53,849,211, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .70% of the Fund's average net assets.

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 FMR 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 Corporation (FDC), an affiliate of FMR, 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	$ 154
Service Class 2	3,797
	$ 3,951

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 10,856
Service Class	108
Service Class 2	1,847
Investor Class	70,536
	$ 83,347

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $125 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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. Total security lending income during the period amounted to $13,682.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 381,126
Service Class	-	5,052
Service Class 2	-	23,651
Investor Class	-	1,170,858
Total	$ -	$ 1,580,687
From net realized gain
Initial Class	$ 240,197	$ 1,106,489
Service Class	2,799	15,283
Service Class 2	26,107	91,283
Investor Class	751,208	3,527,511
Total	$ 1,020,311	$ 4,740,566

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	803,847	375,279	$ 10,494,874	$ 4,550,032
Reinvestment of distributions	18,692	127,325	240,197	1,487,615
Shares redeemed	(228,790)	(635,915)	(3,010,176)	(7,619,240)
Net increase (decrease)	593,749	(133,311)	$ 7,724,895	$ (1,581,593)
Service Class
Shares sold	-	-	-	-
Reinvestment of distributions	217	1,737	2,799	20,335
Shares redeemed	-	-	-	-
Net increase (decrease)	217	1,737	$ 2,799	$ 20,335
Service Class 2
Shares sold	170,621	182,974	$ 2,214,897	$ 2,230,864
Reinvestment of distributions	2,025	9,804	26,107	114,934
Shares redeemed	(69,167)	(209,457)	(923,805)	(2,440,173)
Net increase (decrease)	103,479	(16,679)	$ 1,317,199	$ (94,375)
Investor Class
Shares sold	3,129,499	1,258,406	$ 41,094,549	$ 15,122,823
Reinvestment of distributions	58,597	403,184	751,208	4,698,369
Shares redeemed	(512,158)	(1,208,098)	(6,700,658)	(14,456,569)
Net increase (decrease)	2,675,938	453,492	$ 35,145,099	$ 5,364,623

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 98% of total outstanding shares of the Fund.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Geode Capital Management, LLC

FMR Co., Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Northern Trust Company

Chicago, IL

VDSC-SANN-0813
1.821007.107

Fidelity® Variable Insurance Products:

Index 500 Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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.

	Annualized Expense Ratio B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.10%
Actual		$ 1,000.00	$ 1,137.70	$ .53
Hypothetical A		$ 1,000.00	$ 1,024.30	$ .50
Service Class	.20%
Actual		$ 1,000.00	$ 1,137.10	$ 1.06
Hypothetical A		$ 1,000.00	$ 1,023.80	$ 1.00
Service Class 2	.35%
Actual		$ 1,000.00	$ 1,136.20	$ 1.85
Hypothetical A		$ 1,000.00	$ 1,023.06	$ 1.76

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	2.8	3.0
Apple, Inc.	2.6	3.8
Microsoft Corp.	1.8	1.6
Johnson & Johnson	1.6	1.5
General Electric Co.	1.6	1.7
Google, Inc. Class A	1.6	1.4
Chevron Corp.	1.6	1.6
Procter & Gamble Co.	1.4	1.4
Berkshire Hathaway, Inc. Class B	1.4	1.3
Wells Fargo & Co.	1.4	1.3
	17.8
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	17.5	18.7
Financials	16.4	15.3
Health Care	12.5	11.8
Consumer Discretionary	12.0	11.3
Energy	10.4	10.8
Consumer Staples	10.3	10.4
Industrials	10.0	9.9
Utilities	3.2	3.4
Materials	3.2	3.5
Telecommunication Services	2.8	3.0
Asset Allocation
To match the S&P 500® Index, the VIP Index 500 Portfolio seeks 100% investment exposure to stocks at all times.

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value
CONSUMER DISCRETIONARY - 12.0%
Auto Components - 0.4%
BorgWarner, Inc. (a)(d)	23,830		$ 2,052,955
Delphi Automotive PLC	60,081		3,045,506
Johnson Controls, Inc.	141,564		5,066,576
The Goodyear Tire & Rubber Co. (a)	50,573		773,261
			10,938,298
Automobiles - 0.7%
Ford Motor Co.	812,199		12,564,719
General Motors Co. (a)(d)	159,053		5,298,055
Harley-Davidson, Inc.	46,312		2,538,824
			20,401,598
Distributors - 0.1%
Genuine Parts Co.	32,047		2,501,909
Diversified Consumer Services - 0.0%
H&R Block, Inc.	56,264		1,561,326
Hotels, Restaurants & Leisure - 1.8%
Carnival Corp. unit	91,847		3,149,434
Chipotle Mexican Grill, Inc. (a)(d)	6,396		2,330,383
Darden Restaurants, Inc.	26,853		1,355,539
International Game Technology	53,747		898,112
Marriott International, Inc. Class A	49,455		1,996,498
McDonald's Corp.	207,111		20,503,989
Starbucks Corp.	154,663		10,128,880
Starwood Hotels & Resorts Worldwide, Inc.	40,180		2,538,974
Wyndham Worldwide Corp.	28,158		1,611,482
Wynn Resorts Ltd.	16,517		2,114,176
Yum! Brands, Inc.	92,886		6,440,715
			53,068,182
Household Durables - 0.3%
D.R. Horton, Inc. (d)	58,080		1,235,942
Garmin Ltd. (d)	22,572		816,204
Harman International Industries, Inc.	14,000		758,800
Leggett & Platt, Inc.	29,421		914,699
Lennar Corp. Class A	34,310		1,236,532
Newell Rubbermaid, Inc.	59,600		1,564,500
PulteGroup, Inc. (a)	70,641		1,340,060
Whirlpool Corp.	16,353		1,870,129
			9,736,866
Internet & Catalog Retail - 1.2%
Amazon.com, Inc. (a)	75,242		20,893,951
Expedia, Inc.	19,252		1,158,008
Netflix, Inc. (a)(d)	11,599		2,448,433
priceline.com, Inc. (a)	10,656		8,813,897
TripAdvisor, Inc. (a)(d)	22,840		1,390,271
			34,704,560
	Shares		Value
Leisure Equipment & Products - 0.1%
Hasbro, Inc. (d)	23,842		$ 1,068,837
Mattel, Inc.	71,328		3,231,872
			4,300,709
Media - 3.6%
Cablevision Systems Corp. - NY Group Class A (d)	44,877		754,831
CBS Corp. Class B	117,887		5,761,138
Comcast Corp. Class A	543,950		22,780,626
DIRECTV (a)	115,392		7,110,455
Discovery Communications, Inc. (a)(d)	50,541		3,902,271
Gannett Co., Inc.	47,355		1,158,303
Interpublic Group of Companies, Inc.	88,497		1,287,631
News Corp. Class A	411,225		13,405,935
Omnicom Group, Inc.	53,421		3,358,578
Scripps Networks Interactive, Inc. Class A	17,565		1,172,639
The Walt Disney Co.	372,066		23,495,968
Time Warner Cable, Inc.	60,113		6,761,510
Time Warner, Inc.	192,642		11,138,560
Viacom, Inc. Class B (non-vtg.)	92,165		6,271,828
Washington Post Co. Class B (d)	933		451,357
			108,811,630
Multiline Retail - 0.8%
Dollar General Corp. (a)	62,321		3,142,848
Dollar Tree, Inc. (a)	46,252		2,351,452
Family Dollar Stores, Inc.	19,645		1,224,080
J.C. Penney Co., Inc. (a)(d)	29,368		501,605
Kohl's Corp.	42,103		2,126,623
Macy's, Inc.	79,279		3,805,392
Nordstrom, Inc.	30,681		1,839,019
Target Corp.	132,586		9,129,872
			24,120,891
Specialty Retail - 2.3%
Abercrombie & Fitch Co. Class A	16,180		732,145
AutoNation, Inc. (a)	7,979		346,209
AutoZone, Inc. (a)	7,511		3,182,336
Bed Bath & Beyond, Inc. (a)	45,159		3,201,773
Best Buy Co., Inc.	55,466		1,515,886
CarMax, Inc. (a)(d)	46,386		2,141,178
GameStop Corp. Class A (d)	24,584		1,033,266
Gap, Inc.	59,898		2,499,544
Home Depot, Inc.	301,793		23,379,904
L Brands, Inc.	49,617		2,443,637
Lowe's Companies, Inc.	221,549		9,061,354
O'Reilly Automotive, Inc. (a)	22,822		2,570,214
PetSmart, Inc.	21,343		1,429,768
Ross Stores, Inc.	45,412		2,943,152
Staples, Inc.	137,160		2,175,358
Tiffany & Co., Inc.	24,773		1,804,465
TJX Companies, Inc.	148,702		7,444,022
Urban Outfitters, Inc. (a)	22,808		917,338
			68,821,549
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 0.7%
Coach, Inc.	58,052		$ 3,314,189
Fossil Group, Inc. (a)	10,908		1,126,905
NIKE, Inc. Class B	149,517		9,521,243
PVH Corp.	16,744		2,093,837
Ralph Lauren Corp.	12,584		2,186,344
VF Corp.	18,103		3,494,965
			21,737,483
TOTAL CONSUMER DISCRETIONARY			360,705,001
CONSUMER STAPLES - 10.3%
Beverages - 2.4%
Beam, Inc.	33,226		2,096,893
Brown-Forman Corp. Class B (non-vtg.)	31,383		2,119,922
Coca-Cola Enterprises, Inc.	53,174		1,869,598
Constellation Brands, Inc. Class A (sub. vtg.) (a)(d)	31,835		1,659,240
Dr. Pepper Snapple Group, Inc.	42,184		1,937,511
Molson Coors Brewing Co. Class B	32,437		1,552,435
Monster Beverage Corp. (a)	29,860		1,814,592
PepsiCo, Inc.	319,474		26,129,778
The Coca-Cola Co.	791,302		31,739,123
			70,919,092
Food & Staples Retailing - 2.3%
Costco Wholesale Corp.	90,216		9,975,183
CVS Caremark Corp.	252,956		14,464,024
Kroger Co.	107,435		3,710,805
Safeway, Inc.	49,814		1,178,599
Sysco Corp.	122,609		4,188,323
Wal-Mart Stores, Inc.	338,482		25,213,524
Walgreen Co.	178,126		7,873,169
Whole Foods Market, Inc.	71,261		3,668,516
			70,272,143
Food Products - 1.6%
Archer Daniels Midland Co.	136,138		4,616,440
Campbell Soup Co. (d)	36,932		1,654,184
ConAgra Foods, Inc.	86,039		3,005,342
General Mills, Inc.	133,252		6,466,720
Hormel Foods Corp.	27,971		1,079,121
Kellogg Co.	52,377		3,364,175
Kraft Foods Group, Inc.	122,802		6,860,948
McCormick & Co., Inc. (non-vtg.)	27,200		1,913,792
Mead Johnson Nutrition Co. Class A	41,864		3,316,885
Mondelez International, Inc.	368,642		10,517,356
The Hershey Co.	30,941		2,762,412
The J.M. Smucker Co.	22,205		2,290,446
Tyson Foods, Inc. Class A	58,848		1,511,217
			49,359,038
Household Products - 2.1%
Clorox Co.	27,164		2,258,415
	Shares		Value
Colgate-Palmolive Co.	181,199		$ 10,380,891
Kimberly-Clark Corp.	79,447		7,717,482
Procter & Gamble Co.	566,233		43,594,279
			63,951,067
Personal Products - 0.2%
Avon Products, Inc.	89,555		1,883,342
Estee Lauder Companies, Inc. Class A	49,675		3,267,125
			5,150,467
Tobacco - 1.7%
Altria Group, Inc.	415,024		14,521,690
Lorillard, Inc.	77,946		3,404,681
Philip Morris International, Inc.	337,903		29,269,158
Reynolds American, Inc.	65,794		3,182,456
			50,377,985
TOTAL CONSUMER STAPLES			310,029,792
ENERGY - 10.4%
Energy Equipment & Services - 1.8%
Baker Hughes, Inc.	91,286		4,211,023
Cameron International Corp. (a)	51,244		3,134,083
Diamond Offshore Drilling, Inc.	14,326		985,486
Ensco PLC Class A	48,131		2,797,374
FMC Technologies, Inc. (a)	48,993		2,727,930
Halliburton Co.	192,555		8,033,395
Helmerich & Payne, Inc. (d)	22,063		1,377,834
Nabors Industries Ltd.	60,866		931,858
National Oilwell Varco, Inc.	88,279		6,082,423
Noble Corp.	52,350		1,967,313
Rowan Companies PLC (a)	25,606		872,396
Schlumberger Ltd.	274,665		19,682,494
			52,803,609
Oil, Gas & Consumable Fuels - 8.6%
Anadarko Petroleum Corp.	103,603		8,902,606
Apache Corp.	80,960		6,786,877
Cabot Oil & Gas Corp.	43,538		3,092,069
Chesapeake Energy Corp.	107,308		2,186,937
Chevron Corp.	400,597		47,406,649
ConocoPhillips	252,609		15,282,845
CONSOL Energy, Inc.	47,345		1,283,050
Denbury Resources, Inc. (a)	76,963		1,332,999
Devon Energy Corp.	78,010		4,047,159
EOG Resources, Inc.	56,211		7,401,864
EQT Corp.	31,027		2,462,613
Exxon Mobil Corp.	918,631		82,998,304
Hess Corp.	61,705		4,102,765
Kinder Morgan Holding Co. LLC	130,529		4,979,681
Marathon Oil Corp.	146,441		5,063,930
Marathon Petroleum Corp.	67,099		4,768,055
Murphy Oil Corp.	37,493		2,282,949
Newfield Exploration Co. (a)	27,867		665,743
Noble Energy, Inc.	74,200		4,454,968
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp.	166,447		$ 14,852,066
Peabody Energy Corp.	55,566		813,486
Phillips 66	127,916		7,535,532
Pioneer Natural Resources Co.	28,216		4,084,266
QEP Resources, Inc.	37,154		1,032,138
Range Resources Corp.	33,691		2,604,988
Southwestern Energy Co. (a)	72,622		2,652,882
Spectra Energy Corp.	138,258		4,764,371
Tesoro Corp.	28,055		1,467,838
The Williams Companies, Inc.	141,036		4,579,439
Valero Energy Corp.	112,670		3,917,536
WPX Energy, Inc. (a)(d)	41,243		781,142
			258,587,747
TOTAL ENERGY			311,391,356
FINANCIALS - 16.4%
Capital Markets - 2.1%
Ameriprise Financial, Inc.	41,629		3,366,954
Bank of New York Mellon Corp.	239,772		6,725,605
BlackRock, Inc. Class A	25,790		6,624,162
Charles Schwab Corp.	227,420		4,828,127
E*TRADE Financial Corp. (a)	59,633		754,954
Franklin Resources, Inc.	28,545		3,882,691
Goldman Sachs Group, Inc.	89,041		13,467,451
Invesco Ltd.	91,853		2,920,925
Legg Mason, Inc. (d)	23,025		714,005
Morgan Stanley	283,465		6,925,050
Northern Trust Corp.	45,022		2,606,774
State Street Corp.	94,154		6,139,782
T. Rowe Price Group, Inc.	53,574		3,918,938
			62,875,418
Commercial Banks - 2.9%
BB&T Corp.	144,939		4,910,533
Comerica, Inc.	38,675		1,540,425
Fifth Third Bancorp	180,941		3,265,985
Huntington Bancshares, Inc.	173,523		1,367,361
KeyCorp	190,390		2,101,906
M&T Bank Corp. (d)	25,306		2,827,946
PNC Financial Services Group, Inc.	109,364		7,974,823
Regions Financial Corp.	292,378		2,786,362
SunTrust Banks, Inc.	111,388		3,516,519
U.S. Bancorp	382,104		13,813,060
Wells Fargo & Co.	1,017,599		41,996,311
Zions Bancorporation	37,958		1,096,227
			87,197,458
Consumer Finance - 1.0%
American Express Co.	197,469		14,762,782
Capital One Financial Corp.	120,691		7,580,602
	Shares		Value
Discover Financial Services	101,317		$ 4,826,742
SLM Corp.	91,764		2,097,725
			29,267,851
Diversified Financial Services - 3.9%
Bank of America Corp.	2,227,194		28,641,715
Citigroup, Inc.	628,645		30,156,101
CME Group, Inc.	63,465		4,822,071
IntercontinentalExchange, Inc. (a)(d)	15,032		2,672,088
JPMorgan Chase & Co.	780,865		41,221,863
Leucadia National Corp.	60,936		1,597,742
McGraw-Hill Companies, Inc.	56,626		3,011,937
Moody's Corp.	40,104		2,443,537
NYSE Euronext	50,324		2,083,414
The NASDAQ Stock Market, Inc.	24,242		794,895
			117,445,363
Insurance - 4.3%
ACE Ltd.	70,278		6,288,475
AFLAC, Inc.	96,393		5,602,361
Allstate Corp.	96,812		4,658,593
American International Group, Inc. (a)	305,010		13,633,947
Aon PLC	63,859		4,109,327
Assurant, Inc.	15,905		809,724
Berkshire Hathaway, Inc. Class B (a)	376,896		42,182,200
Cincinnati Financial Corp.	30,274		1,389,577
Genworth Financial, Inc. Class A (a)	101,540		1,158,571
Hartford Financial Services Group, Inc.	94,177		2,911,953
Lincoln National Corp.	55,460		2,022,626
Loews Corp.	63,493		2,819,089
Marsh & McLennan Companies, Inc.	113,702		4,538,984
MetLife, Inc.	226,231		10,352,331
Principal Financial Group, Inc.	57,106		2,138,620
Progressive Corp.	114,500		2,910,590
Prudential Financial, Inc.	96,275		7,030,963
The Chubb Corp.	53,541		4,532,246
The Travelers Companies, Inc.	77,760		6,214,579
Torchmark Corp.	19,105		1,244,500
Unum Group	55,147		1,619,667
XL Group PLC Class A	59,836		1,814,228
			129,983,151
Real Estate Investment Trusts - 2.1%
American Tower Corp.	81,700		5,977,989
Apartment Investment & Management Co. Class A	30,051		902,732
AvalonBay Communities, Inc.	25,127		3,389,884
Boston Properties, Inc.	31,350		3,306,485
Equity Residential (SBI)	66,223		3,844,907
HCP, Inc.	93,880		4,265,907
Health Care REIT, Inc.	58,746		3,937,744
Host Hotels & Resorts, Inc.	153,849		2,595,433
Kimco Realty Corp.	84,543		1,811,756
Plum Creek Timber Co., Inc.	33,679		1,571,799
Prologis, Inc.	102,921		3,882,180
Public Storage	29,824		4,572,914
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Simon Property Group, Inc.	64,214		$ 10,140,675
The Macerich Co.	28,480		1,736,426
Ventas, Inc.	60,555		4,206,150
Vornado Realty Trust	35,143		2,911,598
Weyerhaeuser Co.	119,186		3,395,609
			62,450,188
Real Estate Management & Development - 0.0%
CBRE Group, Inc. (a)	62,690		1,464,438
Thrifts & Mortgage Finance - 0.1%
Hudson City Bancorp, Inc.	97,966		897,369
People's United Financial, Inc. (d)	69,794		1,039,931
			1,937,300
TOTAL FINANCIALS			492,621,167
HEALTH CARE - 12.5%
Biotechnology - 2.0%
Alexion Pharmaceuticals, Inc. (a)	40,342		3,721,146
Amgen, Inc.	154,933		15,285,690
Biogen Idec, Inc. (a)	49,037		10,552,762
Celgene Corp. (a)	86,168		10,073,901
Gilead Sciences, Inc. (a)	315,113		16,136,937
Regeneron Pharmaceuticals, Inc. (a)	15,789		3,550,630
			59,321,066
Health Care Equipment & Supplies - 2.1%
Abbott Laboratories	322,057		11,233,348
Baxter International, Inc.	111,961		7,755,538
Becton, Dickinson & Co.	40,131		3,966,147
Boston Scientific Corp. (a)	278,643		2,583,021
C.R. Bard, Inc.	15,466		1,680,845
CareFusion Corp. (a)	45,411		1,673,395
Covidien PLC	97,279		6,113,012
DENTSPLY International, Inc.	29,687		1,215,980
Edwards Lifesciences Corp. (a)(d)	23,338		1,568,314
Intuitive Surgical, Inc. (a)	8,297		4,203,094
Medtronic, Inc.	208,944		10,754,348
St. Jude Medical, Inc.	58,537		2,671,043
Stryker Corp.	59,363		3,839,599
Varian Medical Systems, Inc. (a)(d)	22,337		1,506,631
Zimmer Holdings, Inc.	34,769		2,605,589
			63,369,904
Health Care Providers & Services - 2.0%
Aetna, Inc.	78,145		4,965,333
AmerisourceBergen Corp.	47,706		2,663,426
Cardinal Health, Inc.	70,625		3,333,500
CIGNA Corp.	58,931		4,271,908
DaVita, Inc. (a)	17,486		2,112,309
Express Scripts Holding Co. (a)	168,678		10,405,746
Humana, Inc.	32,514		2,743,531
	Shares		Value
Laboratory Corp. of America Holdings (a)(d)	19,186		$ 1,920,519
McKesson Corp.	46,819		5,360,776
Patterson Companies, Inc.	17,239		648,186
Quest Diagnostics, Inc.	32,607		1,976,962
Tenet Healthcare Corp. (a)	21,490		990,689
UnitedHealth Group, Inc.	210,736		13,798,993
WellPoint, Inc.	62,059		5,078,909
			60,270,787
Health Care Technology - 0.1%
Cerner Corp. (a)(d)	30,166		2,898,651
Life Sciences Tools & Services - 0.5%
Agilent Technologies, Inc.	71,167		3,043,101
Life Technologies Corp. (a)	35,597		2,634,534
PerkinElmer, Inc.	23,126		751,595
Thermo Fisher Scientific, Inc.	74,150		6,275,315
Waters Corp. (a)	17,701		1,770,985
			14,475,530
Pharmaceuticals - 5.8%
AbbVie, Inc.	327,188		13,525,952
Actavis, Inc. (a)	26,426		3,335,490
Allergan, Inc.	61,234		5,158,352
Bristol-Myers Squibb Co.	339,339		15,165,060
Eli Lilly & Co.	204,793		10,059,432
Forest Laboratories, Inc. (a)	48,540		1,990,140
Hospira, Inc. (a)(d)	34,088		1,305,911
Johnson & Johnson	580,287		49,823,442
Merck & Co., Inc.	623,842		28,977,461
Mylan, Inc. (a)	78,713		2,442,464
Perrigo Co.	18,291		2,213,211
Pfizer, Inc.	1,378,607		38,614,782
Zoetis, Inc.	95,852		2,960,868
Zoetis, Inc. Class A	7,406		228,771
			175,801,336
TOTAL HEALTH CARE			376,137,274
INDUSTRIALS - 10.0%
Aerospace & Defense - 2.5%
General Dynamics Corp.	68,598		5,373,281
Honeywell International, Inc.	162,547		12,896,479
L-3 Communications Holdings, Inc.	18,645		1,598,622
Lockheed Martin Corp.	54,942		5,959,009
Northrop Grumman Corp.	48,587		4,023,004
Precision Castparts Corp.	30,232		6,832,734
Raytheon Co.	67,050		4,433,346
Rockwell Collins, Inc.	27,985		1,774,529
Textron, Inc.	57,401		1,495,296
The Boeing Co.	141,068		14,451,006
United Technologies Corp.	174,732		16,239,592
			75,076,898
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.	33,190		1,868,929
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - continued
Expeditors International of Washington, Inc.	42,555		$ 1,617,516
FedEx Corp.	60,887		6,002,240
United Parcel Service, Inc. Class B	146,807		12,695,869
			22,184,554
Airlines - 0.1%
Southwest Airlines Co.	149,179		1,922,917
Building Products - 0.0%
Masco Corp.	73,482		1,432,164
Commercial Services & Supplies - 0.5%
ADT Corp.	45,185		1,800,622
Avery Dennison Corp.	20,631		882,182
Cintas Corp.	21,596		983,482
Iron Mountain, Inc.	34,845		927,225
Pitney Bowes, Inc. (d)	41,494		609,132
Republic Services, Inc.	61,274		2,079,640
Stericycle, Inc. (a)	17,835		1,969,519
Tyco International Ltd.	95,728		3,154,238
Waste Management, Inc.	90,690		3,657,528
			16,063,568
Construction & Engineering - 0.2%
Fluor Corp.	33,657		1,996,197
Jacobs Engineering Group, Inc. (a)	27,044		1,490,936
Quanta Services, Inc. (a)	43,945		1,162,785
			4,649,918
Electrical Equipment - 0.7%
Eaton Corp. PLC	97,741		6,432,335
Emerson Electric Co.	148,526		8,100,608
Rockwell Automation, Inc.	28,811		2,395,347
Roper Industries, Inc.	20,464		2,542,038
			19,470,328
Industrial Conglomerates - 2.4%
3M Co.	131,191		14,345,736
Danaher Corp.	120,226		7,610,306
General Electric Co.	2,136,267		49,540,032
			71,496,074
Machinery - 1.7%
Caterpillar, Inc.	135,841		11,205,524
Cummins, Inc.	36,475		3,956,079
Deere & Co.	80,160		6,513,000
Dover Corp.	35,353		2,745,514
Flowserve Corp.	29,544		1,595,671
Illinois Tool Works, Inc.	85,589		5,920,191
Ingersoll-Rand PLC	57,432		3,188,625
Joy Global, Inc. (d)	21,888		1,062,225
PACCAR, Inc.	73,084		3,921,687
Pall Corp.	23,053		1,531,411
Parker Hannifin Corp.	30,843		2,942,422
Pentair Ltd.	42,212		2,435,210
	Shares		Value
Snap-On, Inc.	12,008		$ 1,073,275
Stanley Black & Decker, Inc.	33,455		2,586,072
Xylem, Inc.	38,364		1,033,526
			51,710,432
Professional Services - 0.1%
Dun & Bradstreet Corp.	8,247		803,670
Equifax, Inc.	24,992		1,472,779
Robert Half International, Inc.	28,759		955,662
			3,232,111
Road & Rail - 0.9%
CSX Corp.	211,083		4,895,015
Kansas City Southern	22,794		2,415,252
Norfolk Southern Corp.	65,081		4,728,135
Ryder System, Inc.	10,774		654,951
Union Pacific Corp.	96,427		14,876,758
			27,570,111
Trading Companies & Distributors - 0.2%
Fastenal Co.	55,851		2,560,768
W.W. Grainger, Inc.	12,363		3,117,701
			5,678,469
TOTAL INDUSTRIALS			300,487,544
INFORMATION TECHNOLOGY - 17.5%
Communications Equipment - 1.9%
Cisco Systems, Inc.	1,104,127		26,841,327
F5 Networks, Inc. (a)	16,334		1,123,779
Harris Corp.	22,628		1,114,429
JDS Uniphase Corp. (a)	49,176		707,151
Juniper Networks, Inc. (a)	104,583		2,019,498
Motorola Solutions, Inc.	56,114		3,239,461
QUALCOMM, Inc.	356,961		21,803,178
			56,848,823
Computers & Peripherals - 3.7%
Apple, Inc.	193,924		76,809,418
Dell, Inc.	303,226		4,048,067
EMC Corp.	434,087		10,253,135
Hewlett-Packard Co.	398,436		9,881,213
NetApp, Inc.	74,533		2,815,857
SanDisk Corp. (a)	50,269		3,071,436
Seagate Technology	65,820		2,950,711
Western Digital Corp.	43,950		2,728,856
			112,558,693
Electronic Equipment & Components - 0.4%
Amphenol Corp. Class A	33,043		2,575,371
Corning, Inc.	304,760		4,336,735
FLIR Systems, Inc.	29,322		790,814
Jabil Circuit, Inc.	37,908		772,565
Molex, Inc.	28,530		837,070
TE Connectivity Ltd.	85,834		3,908,880
			13,221,435
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 2.3%
Akamai Technologies, Inc. (a)(d)	36,658		$ 1,559,798
eBay, Inc. (a)	241,308		12,480,450
Google, Inc. Class A (a)	55,519		48,877,262
VeriSign, Inc. (a)(d)	31,136		1,390,534
Yahoo!, Inc. (a)	196,825		4,942,276
			69,250,320
IT Services - 3.6%
Accenture PLC Class A	134,301		9,664,300
Automatic Data Processing, Inc.	100,238		6,902,389
Cognizant Technology Solutions Corp. Class A (a)	62,352		3,903,859
Computer Sciences Corp.	31,035		1,358,402
Fidelity National Information Services, Inc.	60,658		2,598,589
Fiserv, Inc. (a)	27,514		2,404,999
IBM Corp.	215,331		41,151,907
MasterCard, Inc. Class A	21,599		12,408,626
Paychex, Inc. (d)	66,982		2,446,183
SAIC, Inc.	58,476		814,571
Teradata Corp. (a)	33,756		1,695,564
The Western Union Co.	115,081		1,969,036
Total System Services, Inc.	33,114		810,631
Visa, Inc. Class A	104,703		19,134,473
			107,263,529
Office Electronics - 0.1%
Xerox Corp.	253,670		2,300,787
Semiconductors & Semiconductor Equipment - 2.1%
Advanced Micro Devices, Inc. (a)(d)	125,085		510,347
Altera Corp.	66,210		2,184,268
Analog Devices, Inc.	63,683		2,869,556
Applied Materials, Inc.	248,263		3,701,601
Broadcom Corp. Class A	108,536		3,664,175
First Solar, Inc. (a)(d)	13,839		619,018
Intel Corp.	1,027,016		24,874,328
KLA-Tencor Corp.	34,239		1,908,139
Lam Research Corp. (a)	33,681		1,493,416
Linear Technology Corp.	48,211		1,776,093
LSI Corp. (a)	113,291		808,898
Microchip Technology, Inc. (d)	40,737		1,517,453
Micron Technology, Inc. (a)	212,822		3,049,739
NVIDIA Corp.	119,098		1,670,945
Teradyne, Inc. (a)(d)	39,220		689,095
Texas Instruments, Inc.	229,159		7,990,774
Xilinx, Inc.	54,518		2,159,458
			61,487,303
Software - 3.4%
Adobe Systems, Inc. (a)	103,697		4,724,435
Autodesk, Inc. (a)	46,307		1,571,660
BMC Software, Inc. (a)	27,364		1,235,211
	Shares		Value
CA Technologies, Inc.	68,588		$ 1,963,674
Citrix Systems, Inc. (a)	38,659		2,332,297
Electronic Arts, Inc. (a)	62,520		1,436,084
Intuit, Inc.	57,663		3,519,173
Microsoft Corp.	1,552,796		53,618,046
Oracle Corp.	759,108		23,319,798
Red Hat, Inc. (a)	39,168		1,873,014
salesforce.com, Inc. (a)(d)	112,122		4,280,818
Symantec Corp.	143,910		3,233,658
			103,107,868
TOTAL INFORMATION TECHNOLOGY			526,038,758
MATERIALS - 3.2%
Chemicals - 2.4%
Air Products & Chemicals, Inc.	43,051		3,942,180
Airgas, Inc.	13,622		1,300,356
CF Industries Holdings, Inc.	12,273		2,104,820
E.I. du Pont de Nemours & Co.	190,177		9,984,293
Eastman Chemical Co.	32,028		2,242,280
Ecolab, Inc.	55,047		4,689,454
FMC Corp.	28,131		1,717,679
International Flavors & Fragrances, Inc.	16,809		1,263,364
LyondellBasell Industries NV Class A	78,474		5,199,687
Monsanto Co.	110,294		10,897,047
PPG Industries, Inc.	29,439		4,310,164
Praxair, Inc.	61,125		7,039,155
Sherwin-Williams Co.	17,688		3,123,701
Sigma Aldrich Corp.	24,823		1,994,776
The Dow Chemical Co.	249,911		8,039,637
The Mosaic Co.	57,198		3,077,824
			70,926,417
Construction Materials - 0.0%
Vulcan Materials Co.	26,764		1,295,645
Containers & Packaging - 0.2%
Ball Corp.	30,797		1,279,307
Bemis Co., Inc. (d)	21,227		830,825
MeadWestvaco Corp.	36,567		1,247,300
Owens-Illinois, Inc. (a)	33,813		939,663
Sealed Air Corp.	40,527		970,622
			5,267,717
Metals & Mining - 0.5%
Alcoa, Inc.	220,369		1,723,286
Allegheny Technologies, Inc. (d)	22,148		582,714
Cliffs Natural Resources, Inc. (d)	31,792		516,620
Freeport-McMoRan Copper & Gold, Inc.	214,543		5,923,532
Newmont Mining Corp.	102,742		3,077,123
Nucor Corp.	65,718		2,846,904
United States Steel Corp. (d)	29,733		521,219
			15,191,398
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - 0.1%
International Paper Co.	91,899		$ 4,072,045
TOTAL MATERIALS			96,753,222
TELECOMMUNICATION SERVICES - 2.8%
Diversified Telecommunication Services - 2.5%
AT&T, Inc.	1,111,480		39,346,392
CenturyLink, Inc.	125,818		4,447,666
Frontier Communications Corp. (d)	205,725		833,186
Verizon Communications, Inc.	591,089		29,755,420
Windstream Corp. (d)	122,970		948,099
			75,330,763
Wireless Telecommunication Services - 0.3%
Crown Castle International Corp. (a)	60,566		4,384,373
Sprint Nextel Corp. (a)	623,490		4,376,900
			8,761,273
TOTAL TELECOMMUNICATION SERVICES			84,092,036
UTILITIES - 3.2%
Electric Utilities - 1.8%
American Electric Power Co., Inc.	100,390		4,495,464
Duke Energy Corp.	145,817		9,842,648
Edison International	67,365		3,244,298
Entergy Corp.	36,853		2,567,917
Exelon Corp.	176,814		5,460,016
FirstEnergy Corp.	86,462		3,228,491
NextEra Energy, Inc.	87,730		7,148,240
Northeast Utilities	65,031		2,732,603
Pepco Holdings, Inc.	51,147		1,031,124
Pinnacle West Capital Corp.	22,618		1,254,620
PPL Corp.	122,358		3,702,553
Southern Co.	179,833		7,936,030
Xcel Energy, Inc.	102,716		2,910,971
			55,554,975
Gas Utilities - 0.1%
AGL Resources, Inc.	24,531		1,051,399
ONEOK, Inc.	42,569		1,758,525
			2,809,924
Independent Power Producers & Energy Traders - 0.1%
NRG Energy, Inc. (d)	66,599		1,778,193
The AES Corp.	128,436		1,539,948
			3,318,141
Multi-Utilities - 1.2%
Ameren Corp.	50,003		1,722,103
CenterPoint Energy, Inc.	88,580		2,080,744
CMS Energy Corp.	54,966		1,493,426
Consolidated Edison, Inc.	60,540		3,530,087
	Shares		Value
Dominion Resources, Inc.	119,345		$ 6,781,183
DTE Energy Co.	35,932		2,407,803
Integrys Energy Group, Inc.	16,358		957,434
NiSource, Inc.	64,494		1,847,108
PG&E Corp.	91,358		4,177,801
Public Service Enterprise Group, Inc.	104,590		3,415,909
SCANA Corp.	28,877		1,417,861
Sempra Energy	46,501		3,801,922
TECO Energy, Inc.	42,086		723,458
Wisconsin Energy Corp.	47,194		1,934,482
			36,291,321
TOTAL UTILITIES			97,974,361
TOTAL COMMON STOCKS (Cost $1,578,688,478)		2,956,230,511

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.07% to 0.09% 8/22/13 to 12/12/13 (e) (Cost $2,499,416)	$ 2,500,000	2,499,616

Money Market Funds - 3.3%
	Shares
Fidelity Cash Central Fund, 0.13% (b)	42,713,156		42,713,156
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	56,001,097		56,001,097
TOTAL MONEY MARKET FUNDS (Cost $98,714,253)		98,714,253
TOTAL INVESTMENT PORTFOLIO - 101.7% (Cost $1,679,902,147)			3,057,444,380
NET OTHER ASSETS (LIABILITIES) - (1.7)%			(52,108,237)
NET ASSETS - 100%		$ 3,005,336,143

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
51 CME E-mini S&P 500 Index Contracts	Sept. 2013	$ 4,078,215	$ (43,649)
111 CME S&P 500 Index Contracts	Sept. 2013	44,380,575	(459,173)
TOTAL EQUITY INDEX CONTRACTS		$ 48,458,790	$ (502,822)

The face value of futures purchased as a percentage of net assets is 1.6%

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $1,984,771.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 28,771
Fidelity Securities Lending Cash Central Fund	134,032
Total	$ 162,803

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the table 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:
Consumer Discretionary	$ 360,705,001	$ 360,705,001	$ -	$ -
Consumer Staples	310,029,792	310,029,792	-	-
Energy	311,391,356	311,391,356	-	-
Financials	492,621,167	492,621,167	-	-
Health Care	376,137,274	376,137,274	-	-
Industrials	300,487,544	300,487,544	-	-
Information Technology	526,038,758	526,038,758	-	-
Materials	96,753,222	96,753,222	-	-
Telecommunication Services	84,092,036	84,092,036	-	-
Utilities	97,974,361	97,974,361	-	-
U.S. Government and Government Agency Obligations	2,499,616	-	2,499,616	-
Money Market Funds	98,714,253	98,714,253	-	-
Total Investments in Securities:	$ 3,057,444,380	$ 3,054,944,764	$ 2,499,616	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (502,822)	$ (502,822)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. 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)	$ -	$ (502,822)
Total Value of Derivatives	$ -	$ (502,822)

(a) Reflects gross cumulative appreciation/(depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end variation margin is separately presented in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin for derivative instruments line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $54,556,140) - See accompanying schedule: Unaffiliated issuers (cost $1,581,187,894)	$ 2,958,730,127
Fidelity Central Funds (cost $98,714,253)	98,714,253
Total Investments (cost $1,679,902,147)		$ 3,057,444,380
Cash		245,037
Receivable for investments sold		365,770
Receivable for fund shares sold		1,851,511
Dividends receivable		3,654,245
Distributions receivable from Fidelity Central Funds		15,263
Other receivables		49,094
Total assets		3,063,625,300
Liabilities
Payable for investments purchased	$ 886,792
Payable for fund shares redeemed	826,511
Accrued management fee	113,343
Distribution and service plan fees payable	69,719
Payable for daily variation margin on derivative instruments	214,823
Other affiliated payables	138,589
Other payables and accrued expenses	38,283
Collateral on securities loaned, at value	56,001,097
Total liabilities		58,289,157
Net Assets		$ 3,005,336,143
Net Assets consist of:
Paid in capital		$ 1,591,260,841
Undistributed net investment income		28,376,526
Accumulated undistributed net realized gain (loss) on investments		8,659,365
Net unrealized appreciation (depreciation) on investments		1,377,039,411
Net Assets		$ 3,005,336,143

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($2,643,917,749 ÷ 16,166,523 shares)		$ 163.54
Service Class: Net Asset Value, offering price and redemption price per share ($47,631,570 ÷ 292,172 shares)		$ 163.03
Service Class 2: Net Asset Value, offering price and redemption price per share ($313,786,824 ÷ 1,938,283 shares)		$ 161.89

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 30,119,224
Interest		1,537
Income from Fidelity Central Funds		162,803
Total income		30,283,564
Expenses
Management fee	$ 652,103
Transfer agent fees	797,014
Distribution and service plan fees	398,776
Independent trustees' compensation	8,713
Miscellaneous	3,486
Total expenses before reductions	1,860,092
Expense reductions	(88)	1,860,004
Net investment income (loss)		28,423,560
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	4,692,822
Futures contracts	6,444,283
Total net realized gain (loss)		11,137,105
Change in net unrealized appreciation (depreciation) on: Investment securities	322,649,310
Futures contracts	(697,680)
Total change in net unrealized appreciation (depreciation)		321,951,630
Net gain (loss)		333,088,735
Net increase (decrease) in net assets resulting from operations		$ 361,512,295

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 28,423,560	$ 53,449,172
Net realized gain (loss)	11,137,105	26,021,499
Change in net unrealized appreciation (depreciation)	321,951,630	268,060,038
Net increase (decrease) in net assets resulting from operations	361,512,295	347,530,709
Distributions to shareholders from net investment income	(199,336)	(52,954,383)
Distributions to shareholders from net realized gain	(22,234,974)	(30,334,618)
Total distributions	(22,434,310)	(83,289,001)
Share transactions - net increase (decrease)	56,347,509	149,810,206
Total increase (decrease) in net assets	395,425,494	414,051,914
Net Assets
Beginning of period	2,609,910,649	2,195,858,735
End of period (including undistributed net investment income of $28,376,526 and undistributed net investment income of $152,302, respectively)	$ 3,005,336,143	$ 2,609,910,649

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 144.91	$ 129.33	$ 132.39	$ 119.62	$ 99.19	$ 164.03
Income from Investment Operations
Net investment income (loss) E	1.58	3.12	2.58	2.35	2.37	3.03
Net realized and unrealized gain (loss)	18.29	17.29	.10	15.13	23.03	(63.32)
Total from investment operations	19.87	20.41	2.68	17.48	25.40	(60.29)
Distributions from net investment income	(.01)	(3.06)	(2.65)	(2.44)	(2.72)	(3.07)
Distributions from net realized gain	(1.23)	(1.77)	(3.09)	(2.27)	(2.25)	(1.48)
Total distributions	(1.24)	(4.83)	(5.74)	(4.71)	(4.97)	(4.55)
Net asset value, end of period	$ 163.54	$ 144.91	$ 129.33	$ 132.39	$ 119.62	$ 99.19
Total Return B,C,D	13.77%	15.91%	2.04%	15.02%	26.61%	(37.00)%
Ratios to Average Net Assets F,H
Expenses before reductions	.10% A	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10% A	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10% A	.10%	.10%	.10%	.10%	.10%
Net investment income (loss)	1.99% A	2.20%	1.96%	1.94%	2.31%	2.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,643,918	$ 2,294,364	$ 1,918,592	$ 1,931,271	$ 1,767,750	$ 1,525,779
Portfolio turnover rate G	4% A	5%	5%	5%	6%	6%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 144.53	$ 129.00	$ 132.07	$ 119.35	$ 98.99	$ 163.66
Income from Investment Operations
Net investment income (loss) E	1.49	2.97	2.44	2.22	2.27	2.88
Net realized and unrealized gain (loss)	18.25	17.25	.10	15.09	22.96	(63.14)
Total from investment operations	19.74	20.22	2.54	17.31	25.23	(60.26)
Distributions from net investment income	(.01)	(2.92)	(2.52)	(2.32)	(2.62)	(2.93)
Distributions from net realized gain	(1.23)	(1.77)	(3.09)	(2.27)	(2.25)	(1.48)
Total distributions	(1.24)	(4.69)	(5.61)	(4.59)	(4.87)	(4.41)
Net asset value, end of period	$ 163.03	$ 144.53	$ 129.00	$ 132.07	$ 119.35	$ 98.99
Total Return B,C,D	13.71%	15.80%	1.93%	14.91%	26.48%	(37.07)%
Ratios to Average Net Assets F,H
Expenses before reductions	.20% A	.20%	.20%	.20%	.20%	.20%
Expenses net of fee waivers, if any	.20% A	.20%	.20%	.20%	.20%	.20%
Expenses net of all reductions	.20% A	.20%	.20%	.20%	.20%	.20%
Net investment income (loss)	1.89% A	2.10%	1.86%	1.84%	2.21%	2.12%
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,632	$ 41,443	$ 37,095	$ 37,209	$ 32,708	$ 24,340
Portfolio turnover rate G	4% A	5%	5%	5%	6%	6%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 143.64	$ 128.24	$ 131.31	$ 118.71	$ 98.50	$ 162.79
Income from Investment Operations
Net investment income (loss) E	1.37	2.74	2.23	2.03	2.11	2.66
Net realized and unrealized gain (loss)	18.12	17.14	.11	14.97	22.82	(62.74)
Total from investment operations	19.49	19.88	2.34	17.00	24.93	(60.08)
Distributions from net investment income	(.01)	(2.71)	(2.32)	(2.13)	(2.47)	(2.73)
Distributions from net realized gain	(1.23)	(1.77)	(3.09)	(2.27)	(2.25)	(1.48)
Total distributions	(1.24)	(4.48)	(5.41)	(4.40)	(4.72)	(4.21)
Net asset value, end of period	$ 161.89	$ 143.64	$ 128.24	$ 131.31	$ 118.71	$ 98.50
Total Return B,C,D	13.62%	15.62%	1.78%	14.73%	26.30%	(37.16)%
Ratios to Average Net Assets F,H
Expenses before reductions	.35% A	.35%	.35%	.35%	.35%	.35%
Expenses net of fee waivers, if any	.35% A	.35%	.35%	.35%	.35%	.35%
Expenses net of all reductions	.35% A	.35%	.35%	.35%	.35%	.35%
Net investment income (loss)	1.74% A	1.95%	1.71%	1.69%	2.06%	1.97%
Supplemental Data
Net assets, end of period (000 omitted)	$ 313,787	$ 274,104	$ 240,172	$ 242,677	$ 220,221	$ 170,637
Portfolio turnover rate G	4% A	5%	5%	5%	6%	6%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Index 500 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 and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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, changes in interest rates and credit quality. 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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, 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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, deferred trustees compensation and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 1,550,099,723
Gross unrealized depreciation	(178,181,359)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,371,918,364
Tax cost	$ 1,685,526,016

Semiannual Report

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 risks:

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 for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,444,283 and a change in net unrealized appreciation (depreciation) of $(697,680) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $132,250,252 and $62,514,504, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is based on an annual rate of .045% of the Fund's average net assets. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. In addition, under an expense contract, FMR pays class-level expenses as necessary so that total expenses do not exceed an annual rate of .10% of each class' average net assets, excluding the distribution and service fee for each applicable class, with certain exceptions.

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 FMR for providing these services.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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 Corporation (FDC), an affiliate of FMR, 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	$ 22,997
Service Class 2	375,779
	$ 398,776

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing, and shareholder servicing agent for each class. FIIOC receives asset-based fees of .067% of each class's average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. Under the expense contract, each class pays a portion of the transfer agent fees at an annual rate of .055% of the class' average net assets. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 701,694
Service Class	12,649
Service Class 2	82,671
	$ 797,014

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,486 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $134,032. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $88.

Semiannual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ 175,275	$ 47,042,989
Service Class	3,192	817,750
Service Class 2	20,869	5,093,644
Total	$ 199,336	$ 52,954,383
From net realized gain
Initial Class	$ 19,551,063	$ 26,520,646
Service Class	356,092	492,115
Service Class 2	2,327,819	3,321,857
Total	$ 22,234,974	$ 30,334,618

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	1,346,205	2,686,566	$ 213,503,392	$ 383,379,462
Reinvestment of distributions	128,695	520,317	19,726,337	73,563,635
Shares redeemed	(1,141,010)	(2,209,387)	(182,681,589)	(312,125,251)
Net increase (decrease)	333,890	997,496	$ 50,548,140	$ 144,817,846
Service Class
Shares sold	17,152	32,821	$ 2,702,984	$ 4,627,611
Reinvestment of distributions	2,351	9,295	359,284	1,309,865
Shares redeemed	(14,069)	(42,924)	(2,225,812)	(5,946,964)
Net increase (decrease)	5,434	(808)	$ 836,456	$ (9,488)
Service Class 2
Shares sold	194,871	338,381	$ 30,734,184	$ 47,591,017
Reinvestment of distributions	15,464	60,133	2,348,688	8,415,501
Shares redeemed	(180,342)	(363,069)	(28,119,959)	(51,004,670)
Net increase (decrease)	29,993	35,445	$ 4,962,913	$ 5,001,848

12. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 34% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

VIPIDX-SANN-0813
1.705630.115

Fidelity® Variable Insurance Products:
Value Leaders Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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.

	Annualized Expense Ratio B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.85%
Actual		$ 1,000.00	$ 1,163.40	$ 4.56
HypotheticalA		$ 1,000.00	$ 1,020.58	$ 4.26
Service Class	.95%
Actual		$ 1,000.00	$ 1,163.40	$ 5.10
HypotheticalA		$ 1,000.00	$ 1,020.08	$ 4.76
Service Class 2	1.10%
Actual		$ 1,000.00	$ 1,162.00	$ 5.90
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Investor Class	.93%
Actual		$ 1,000.00	$ 1,162.90	$ 4.99
HypotheticalA		$ 1,000.00	$ 1,020.18	$ 4.66

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Pfizer, Inc.	4.4	4.2
General Electric Co.	4.0	4.3
Exxon Mobil Corp.	3.9	2.9
Merck & Co., Inc.	3.7	3.7
Citigroup, Inc.	3.0	3.4
Chevron Corp.	2.7	3.0
Occidental Petroleum Corp.	2.5	1.5
JPMorgan Chase & Co.	2.3	1.8
Zoetis, Inc. Class A	2.2	0.0
Textron, Inc.	2.1	2.3
	30.8
Top Five Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	23.3	26.3
Energy	14.3	16.3
Information Technology	12.5	11.0
Health Care	12.1	12.5
Consumer Discretionary	6.9	8.2

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stocks and Equity Futures 98.5%			Stocks 98.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.5%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		0.9%	** Foreign investments		9.6%

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.4%
	Shares		Value
CONSUMER DISCRETIONARY - 6.9%
Auto Components - 0.6%
Johnson Controls, Inc.	5,041		$ 180,417
Automobiles - 0.8%
Ford Motor Co.	15,447		238,965
Diversified Consumer Services - 2.4%
Apollo Group, Inc. Class A (non-vtg.) (a)	26,637		472,008
DeVry, Inc.	6,504		201,754
			673,762
Media - 2.5%
DISH Network Corp. Class A	6,731		286,202
Washington Post Co. Class B	895		432,974
			719,176
Multiline Retail - 0.6%
J.C. Penney Co., Inc. (a)	9,039		154,386
TOTAL CONSUMER DISCRETIONARY			1,966,706
CONSUMER STAPLES - 6.2%
Beverages - 0.2%
PepsiCo, Inc.	800		65,432
Food & Staples Retailing - 2.2%
CVS Caremark Corp.	4,997		285,728
Wal-Mart Stores, Inc.	4,373		325,745
			611,473
Food Products - 2.6%
Kraft Foods Group, Inc.	6,468		361,367
Mondelez International, Inc.	13,580		387,437
			748,804
Household Products - 1.2%
Procter & Gamble Co.	4,371		336,523
TOTAL CONSUMER STAPLES			1,762,232
ENERGY - 14.3%
Energy Equipment & Services - 2.1%
Cameron International Corp. (a)	2,492		152,411
Halliburton Co.	10,564		440,730
			593,141
Oil, Gas & Consumable Fuels - 12.2%
Anadarko Petroleum Corp.	6,642		570,747
Apache Corp.	3,679		308,411
Chevron Corp.	6,500		769,210
Exxon Mobil Corp.	12,242		1,106,065
Occidental Petroleum Corp.	7,820		697,779
			3,452,212
TOTAL ENERGY			4,045,353
	Shares		Value
FINANCIALS - 23.3%
Capital Markets - 4.8%
Bank of New York Mellon Corp.	6,100		$ 171,105
Carlyle Group LP	4,800		123,360
E*TRADE Financial Corp. (a)	34,860		441,328
Goldman Sachs Group, Inc.	961		145,351
Raymond James Financial, Inc.	3,792		162,980
State Street Corp.	4,647		303,031
			1,347,155
Commercial Banks - 6.5%
Fifth Third Bancorp	20,153		363,762
KeyCorp	51,964		573,683
U.S. Bancorp	5,613		202,910
Wells Fargo & Co.	13,055		538,780
Zions Bancorporation	5,813		167,879
			1,847,014
Consumer Finance - 1.5%
Capital One Financial Corp.	7,000		439,670
Diversified Financial Services - 6.6%
Bank of America Corp.	28,812		370,522
Citigroup, Inc.	17,768		852,331
JPMorgan Chase & Co.	12,097		638,601
			1,861,454
Insurance - 3.9%
Allstate Corp.	3,500		168,420
American International Group, Inc. (a)	4,300		192,210
Assurant, Inc.	2,719		138,424
Fidelity National Financial, Inc. Class A	4,300		102,383
MetLife, Inc.	1,200		54,912
RenaissanceRe Holdings Ltd.	340		29,509
The Chubb Corp.	2,238		189,447
XL Group PLC Class A	7,358		223,095
			1,098,400
TOTAL FINANCIALS			6,593,693
HEALTH CARE - 12.1%
Health Care Providers & Services - 1.4%
HCA Holdings, Inc.	7,549		272,217
WellPoint, Inc.	1,300		106,392
			378,609
Pharmaceuticals - 10.7%
Johnson & Johnson	1,012		86,890
Merck & Co., Inc.	22,342		1,037,786
Pfizer, Inc.	44,887		1,257,284
Zoetis, Inc. (c)	1,400		43,246
Zoetis, Inc. Class A	19,937		615,854
			3,041,060
TOTAL HEALTH CARE			3,419,669
Common Stocks - continued
	Shares		Value
INDUSTRIALS - 6.7%
Aerospace & Defense - 2.1%
Textron, Inc.	22,392		$ 583,312
Construction & Engineering - 0.6%
Jacobs Engineering Group, Inc. (a)	3,362		185,347
Industrial Conglomerates - 4.0%
General Electric Co.	48,719		1,129,794
TOTAL INDUSTRIALS			1,898,453
INFORMATION TECHNOLOGY - 12.5%
Communications Equipment - 1.5%
Cisco Systems, Inc.	17,511		425,692
Computers & Peripherals - 0.5%
Hewlett-Packard Co.	5,693		141,186
Internet Software & Services - 1.7%
Yahoo!, Inc. (a)	19,657		493,587
Office Electronics - 1.6%
Xerox Corp.	50,681		459,677
Semiconductors & Semiconductor Equipment - 1.4%
Intel Corp.	3,023		73,217
Micron Technology, Inc. (a)	21,525		308,453
			381,670
Software - 5.8%
Activision Blizzard, Inc.	29,253		417,148
Comverse, Inc.	9,198		273,732
Microsoft Corp.	1,807		62,396
Symantec Corp.	25,167		565,502
Verint Systems, Inc. (a)	9,237		327,636
			1,646,414
TOTAL INFORMATION TECHNOLOGY			3,548,226
MATERIALS - 4.6%
Chemicals - 0.9%
The Dow Chemical Co.	8,040		258,647
Containers & Packaging - 0.7%
Crown Holdings, Inc. (a)	4,825		198,452
Metals & Mining - 2.1%
Freeport-McMoRan Copper & Gold, Inc.	3,436		94,868
Newmont Mining Corp.	17,083		511,636
			606,504
Paper & Forest Products - 0.9%
International Paper Co.	5,738		254,251
TOTAL MATERIALS			1,317,854
	Shares		Value
TELECOMMUNICATION SERVICES - 2.4%
Diversified Telecommunication Services - 0.3%
TW telecom, Inc. (a)	3,343		$ 94,072
Wireless Telecommunication Services - 2.1%
Sprint Nextel Corp. (a)	47,177		331,183
T-Mobile US, Inc. (a)	10,559		261,969
			593,152
TOTAL TELECOMMUNICATION SERVICES			687,224
UTILITIES - 1.4%
Multi-Utilities - 1.4%
CenterPoint Energy, Inc.	4,600		108,054
Sempra Energy	3,511		287,059
			395,113
TOTAL COMMON STOCKS (Cost $23,605,670)		25,634,523

U.S. Treasury Obligations - 0.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.03% to 0.05% 8/15/13 to 9/12/13 (d) (Cost $49,997)	$ 50,000	49,998

Money Market Funds - 9.6%
	Shares
Fidelity Cash Central Fund, 0.13% (b) (Cost $2,726,278)	2,726,278		2,726,278
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $26,381,945)			28,410,799
NET OTHER ASSETS (LIABILITIES) - (0.2)%			(58,820)
NET ASSETS - 100%		$ 28,351,979

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
28 ICE Russell 1000 Value Index Contracts	Sept. 2013	$ 2,293,480	$ (25,157)

The face value of futures purchased as a percentage of net assets is 8.1%

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $49,998.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 1,167
Fidelity Securities Lending Cash Central Fund	6,824
Total	$ 7,991

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the table 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:
Consumer Discretionary	$ 1,966,706	$ 1,966,706	$ -	$ -
Consumer Staples	1,762,232	1,762,232	-	-
Energy	4,045,353	4,045,353	-	-
Financials	6,593,693	6,593,693	-	-
Health Care	3,419,669	3,419,669	-	-
Industrials	1,898,453	1,898,453	-	-
Information Technology	3,548,226	3,548,226	-	-
Materials	1,317,854	1,317,854	-	-
Telecommunication Services	687,224	687,224	-	-
Utilities	395,113	395,113	-	-
U.S. Government and Government Agency Obligations	49,998	-	49,998	-
Money Market Funds	2,726,278	2,726,278	-	-
Total Investments in Securities:	$ 28,410,799	$ 28,360,801	$ 49,998	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (25,157)	$ (25,157)	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2013. 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)	$ -	$ (25,157)
Total Value of Derivatives	$ -	$ (25,157)

(a) Reflects gross cumulative appreciation/(depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end variation margin is separately presented in the Statement of Assets and Liabilities and is included in the receivable/payable for daily variation margin for derivative instruments line-items.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $23,655,667)	$ 25,684,521
Fidelity Central Funds (cost $2,726,278)	2,726,278
Total Investments (cost $26,381,945)		$ 28,410,799
Cash		12,399
Receivable for investments sold		143,730
Receivable for fund shares sold		183,018
Dividends receivable		49,544
Distributions receivable from Fidelity Central Funds		2,812
Receivable from investment adviser for expense reductions		836
Other receivables		321
Total assets		28,803,459
Liabilities
Payable for investments purchased Regular delivery	$ 356,150
Delayed delivery	42,781
Payable for fund shares redeemed	371
Accrued management fee	12,509
Distribution and service plan fees payable	534
Payable for daily variation margin for derivative instruments	6,357
Other affiliated payables	3,875
Other payables and accrued expenses	28,903
Total liabilities		451,480
Net Assets		$ 28,351,979
Net Assets consist of:
Paid in capital		$ 49,720,917
Undistributed net investment income		21,289
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(23,393,924)
Net unrealized appreciation (depreciation) on investments		2,003,697
Net Assets		$ 28,351,979

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($9,405,610 ÷ 785,108 shares)		$ 11.98
Service Class: Net Asset Value, offering price and redemption price per share ($356,757 ÷ 29,788 shares)		$ 11.98
Service Class 2: Net Asset Value, offering price and redemption price per share ($2,482,178 ÷ 208,000 shares)		$ 11.93
Investor Class: Net Asset Value, offering price and redemption price per share ($16,107,434 ÷ 1,349,020 shares)		$ 11.94

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 123,042
Interest		6
Income from Fidelity Central Funds (including $6,824 from security lending)		7,991
Total income		131,039
Expenses
Management fee	$ 65,165
Transfer agent fees	15,749
Distribution and service plan fees	2,348
Accounting and security lending fees	4,617
Custodian fees and expenses	10,425
Independent trustees' compensation	66
Audit	21,819
Legal	336
Miscellaneous	70
Total expenses before reductions	120,595
Expense reductions	(13,758)	106,837
Net investment income (loss)		24,202
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,031,527
Foreign currency transactions	(999)
Futures contracts	6,237
Total net realized gain (loss)		1,036,765
Change in net unrealized appreciation (depreciation) on: Investment securities	2,123,527
Assets and liabilities in foreign currencies	(155)
Futures contracts	(25,157)
Total change in net unrealized appreciation (depreciation)		2,098,215
Net gain (loss)		3,134,980
Net increase (decrease) in net assets resulting from operations		$ 3,159,182

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,202	$ 422,442
Net realized gain (loss)	1,036,765	4,102
Change in net unrealized appreciation (depreciation)	2,098,215	2,090,342
Net increase (decrease) in net assets resulting from operations	3,159,182	2,516,886
Distributions to shareholders from net investment income	(5,384)	(414,362)
Share transactions - net increase (decrease)	7,921,728	(5,749,897)
Total increase (decrease) in net assets	11,075,526	(3,647,373)
Net Assets
Beginning of period	17,276,453	20,923,826
End of period (including undistributed net investment income of $21,289 and undistributed net investment income of $2,471, respectively)	$ 28,351,979	$ 17,276,453

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.30	$ 9.26	$ 10.23	$ 9.42	$ 7.49	$ 13.89
Income from Investment Operations
Net investment income (loss) E	.02	.23	.15	.10	.12	.20
Net realized and unrealized gain (loss)	1.66	1.06	(.97)	.84	1.97	(6.39)
Total from investment operations	1.68	1.29	(.82)	.94	2.09	(6.19)
Distributions from net investment income	- I	(.25)	(.15)	(.13)	(.16)	(.19)
Distributions from net realized gain	-	-	-	-	-	(.02)
Total distributions	- I	(.25)	(.15)	(.13)	(.16)	(.21)
Net asset value, end of period	$ 11.98	$ 10.30	$ 9.26	$ 10.23	$ 9.42	$ 7.49
Total Return B, C, D	16.34%	14.00%	(8.00)%	10.04%	27.91%	(44.61)%
Ratios to Average Net Assets F, H
Expenses before reductions	.97% A	1.10%	1.04%	.90%	.89%	.81%
Expenses net of fee waivers, if any	.85% A	.85%	.85%	.85%	.85%	.81%
Expenses net of all reductions	.84% A	.82%	.84%	.85%	.85%	.81%
Net investment income (loss)	.27% A	2.27%	1.45%	1.05%	1.48%	1.79%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,406	$ 5,464	$ 6,275	$ 9,855	$ 12,826	$ 18,847
Portfolio turnover rate G	92% A	96%	95%	109%	58%	95%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.30	$ 9.27	$ 10.23	$ 9.41	$ 7.48	$ 13.86
Income from Investment Operations
Net investment income (loss) E	.01	.22	.14	.09	.11	.19
Net realized and unrealized gain (loss)	1.67	1.05	(.97)	.85	1.96	(6.38)
Total from investment operations	1.68	1.27	(.83)	.94	2.07	(6.19)
Distributions from net investment income	- I	(.24)	(.13)	(.12)	(.14)	(.17)
Distributions from net realized gain	-	-	-	-	-	(.02)
Total distributions	- I	(.24)	(.13)	(.12)	(.14)	(.19)
Net asset value, end of period	$ 11.98	$ 10.30	$ 9.27	$ 10.23	$ 9.41	$ 7.48
Total Return B, C, D	16.34%	13.77%	(8.03)%	10.01%	27.80%	(44.69)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.04% A	1.14%	1.11%	.98%	.97%	.90%
Expenses net of fee waivers, if any	.95% A	.95%	.95%	.95%	.95%	.90%
Expenses net of all reductions	.94% A	.92%	.93%	.95%	.95%	.90%
Net investment income (loss)	.17% A	2.18%	1.35%	.95%	1.38%	1.70%
Supplemental Data
Net assets, end of period (000 omitted)	$ 357	$ 307	$ 270	$ 430	$ 677	$ 956
Portfolio turnover rate G	92% A	96%	95%	109%	58%	95%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.27	$ 9.24	$ 10.20	$ 9.39	$ 7.46	$ 13.80
Income from Investment Operations
Net investment income (loss) E	- I	.20	.12	.08	.10	.18
Net realized and unrealized gain (loss)	1.66	1.06	(.96)	.84	1.96	(6.35)
Total from investment operations	1.66	1.26	(.84)	.92	2.06	(6.17)
Distributions from net investment income	- I	(.23)	(.12)	(.11)	(.13)	(.15)
Distributions from net realized gain	-	-	-	-	-	(.02)
Total distributions	- I	(.23)	(.12)	(.11)	(.13)	(.17)
Net asset value, end of period	$ 11.93	$ 10.27	$ 9.24	$ 10.20	$ 9.39	$ 7.46
Total Return B, C, D	16.20%	13.62%	(8.20)%	9.81%	27.70%	(44.77)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.19% A	1.29%	1.25%	1.12%	1.12%	1.05%
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.05%
Expenses net of all reductions	1.09% A	1.07%	1.09%	1.10%	1.10%	1.05%
Net investment income (loss)	.02% A	2.03%	1.20%	.80%	1.23%	1.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,482	$ 1,379	$ 1,339	$ 1,779	$ 1,756	$ 2,001
Portfolio turnover rate G	92% A	96%	95%	109%	58%	95%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.27	$ 9.25	$ 10.22	$ 9.40	$ 7.48	$ 13.87
Income from Investment Operations
Net investment income (loss) E	.01	.22	.14	.09	.11	.19
Net realized and unrealized gain (loss)	1.66	1.05	(.96)	.85	1.96	(6.38)
Total from investment operations	1.67	1.27	(.82)	.94	2.07	(6.19)
Distributions from net investment income	- I	(.25)	(.15)	(.12)	(.15)	(.18)
Distributions from net realized gain	-	-	-	-	-	(.02)
Total distributions	- I	(.25)	(.15)	(.12)	(.15)	(.20)
Net asset value, end of period	$ 11.94	$ 10.27	$ 9.25	$ 10.22	$ 9.40	$ 7.48
Total Return B, C, D	16.29%	13.80%	(8.00)%	10.08%	27.72%	(44.67)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.03% A	1.14%	1.10%	.96%	.97%	.90%
Expenses net of fee waivers, if any	.93% A	.93%	.93%	.93%	.93%	.90%
Expenses net of all reductions	.92% A	.90%	.92%	.93%	.93%	.90%
Net investment income (loss)	.19% A	2.19%	1.37%	.97%	1.40%	1.71%
Supplemental Data
Net assets, end of period (000 omitted)	$ 16,107	$ 10,127	$ 13,040	$ 16,858	$ 19,249	$ 23,606
Portfolio turnover rate G	92% A	96%	95%	109%	58%	95%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^I Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Value Leaders 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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, changes in interest rates and credit quality. 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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. During the period, dividend income has been reduced $94,797 with a corresponding increase to net unrealized appreciation (depreciation) as a result of a change in the prior period estimate, which had no impact on the total net assets or total return of the Fund. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to future contracts, foreign currency transactions, capital loss carryforwards, partnerships and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 3,361,804
Gross unrealized depreciation	(1,807,956)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,553,848
Tax cost	$ 26,856,951

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (11,669,055)
2017	(11,445,222)
Total with expiration	(23,114,277)
No expiration
Long-term	(816,596)
Total capital loss carryforward	$ (23,930,873)

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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 risks:

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.

Semiannual Report

4. Derivative Instruments - continued

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 for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $6,237 and a change in net unrealized appreciation (depreciation) of ($25,157) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $15,610,739 and $10,036,272, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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	$ 171
Service Class 2	2,177
	$ 2,348

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 3,959
Service Class	120
Service Class 2	612
Investor Class	11,058
	$ 15,749

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $871 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $25 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. At period end, there were no security loans outstanding. 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 and includes $2,667 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Initial Class	.85%	$ 4,699
Service Class	.95%	159
Service Class 2	1.10%	806
Investor Class	.93%	7,089
		$ 12,753

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,005 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ 1,687	$ 132,429
Service Class	89	7,068
Service Class 2	396	29,641
Investor Class	3,212	245,224
Total	$ 5,384	$ 414,362

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	365,161	87,813	$ 4,191,038	$ 877,739
Reinvestment of distributions	152	13,022	1,687	132,429
Shares redeemed	(110,667)	(247,718)	(1,294,449)	(2,475,155)
Net increase (decrease)	254,646	(146,883)	$ 2,898,276	$ (1,464,987)
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	8	695	89	7,068
Shares redeemed	-	-	-	-
Net increase (decrease)	8	695	$ 89	$ 7,068
Service Class 2
Shares sold	107,534	35,889	$ 1,276,949	$ 351,968
Reinvestment of distributions	36	2,920	396	29,641
Shares redeemed	(33,785)	(49,489)	(400,830)	(492,162)
Net increase (decrease)	73,785	(10,680)	$ 876,515	$ (110,553)
Investor Class
Shares sold	634,817	115,700	$ 7,277,407	$ 1,165,614
Reinvestment of distributions	290	24,184	3,212	245,224
Shares redeemed	(272,207)	(564,194)	(3,133,771)	(5,592,263)
Net increase (decrease)	362,900	(424,310)	$ 4,146,848	$ (4,181,425)

12. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 91% of the total outstanding shares of the Fund.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VVL-SANN-0813
1.788834.110

Fidelity® Variable Insurance Products:
Growth Stock Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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.

	Annualized Expense RatioB	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	.79%
Actual		$ 1,000.00	$ 1,099.30	$ 4.11
HypotheticalA		$ 1,000.00	$ 1,020.88	$ 3.96
Service Class	.88%
Actual		$ 1,000.00	$ 1,098.70	$ 4.58
HypotheticalA		$ 1,000.00	$ 1,020.43	$ 4.41
Service Class 2	1.03%
Actual		$ 1,000.00	$ 1,098.00	$ 5.36
HypotheticalA		$ 1,000.00	$ 1,019.69	$ 5.16
Investor Class	.86%
Actual		$ 1,000.00	$ 1,098.70	$ 4.48
HypotheticalA		$ 1,000.00	$ 1,020.53	$ 4.31

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Google, Inc. Class A	4.8	3.3
Apple, Inc.	3.9	7.1
The Coca-Cola Co.	2.8	1.5
Home Depot, Inc.	2.5	1.9
Gilead Sciences, Inc.	2.3	1.6
Oracle Corp.	2.2	2.5
Amgen, Inc.	2.0	2.4
Microsoft Corp.	1.7	1.7
Visa, Inc. Class A	1.7	1.9
Monsanto Co.	1.6	1.3
	25.5
Top Five Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	25.9	30.9
Consumer Discretionary	20.8	17.2
Health Care	16.1	12.4
Consumer Staples	10.9	10.1
Industrials	10.9	10.7

Asset Allocation (% of fund's net assets)
As of June 30, 2013*			As of December 31, 2012**
	Stocks 99.2%			Stocks 97.3%
	Short-Term Investments and Net Other Assets (Liabilities) 0.8%			Short-Term Investments and Net Other Assets (Liabilities) 2.7%
* Foreign investments		8.3%	** Foreign investments		8.0%

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares		Value
CONSUMER DISCRETIONARY - 20.8%
Automobiles - 0.4%
Nissan Motor Co. Ltd.	31,500		$ 315,712
Tesla Motors, Inc. (a)	1,700		182,631
			498,343
Distributors - 0.8%
LKQ Corp. (a)	41,004		1,055,853
Diversified Consumer Services - 1.1%
H&R Block, Inc.	47,767		1,325,534
Hotels, Restaurants & Leisure - 3.3%
Las Vegas Sands Corp.	5,084		269,096
McDonald's Corp.	7,813		773,487
Noodles & Co.	900		33,075
Starbucks Corp.	21,332		1,397,033
Wyndham Worldwide Corp.	9,711		555,761
Yum! Brands, Inc.	14,582		1,011,116
			4,039,568
Household Durables - 1.4%
Toll Brothers, Inc. (a)	31,634		1,032,217
Whirlpool Corp.	5,585		638,701
			1,670,918
Internet & Catalog Retail - 2.6%
Amazon.com, Inc. (a)	6,583		1,828,033
priceline.com, Inc. (a)	1,600		1,323,408
			3,151,441
Leisure Equipment & Products - 0.4%
Mattel, Inc.	11,000		498,410
Media - 2.7%
CBS Corp. Class B	17,166		838,902
Comcast Corp. Class A	37,759		1,581,347
Twenty-First Century Fox, Inc. Class A (e)	30,300		878,397
			3,298,646
Multiline Retail - 0.5%
Dollar General Corp. (a)	11,875		598,856
Specialty Retail - 5.9%
American Eagle Outfitters, Inc.	45,647		833,514
Dick's Sporting Goods, Inc.	13,281		664,847
Home Depot, Inc.	39,574		3,065,798
Restoration Hardware Holdings, Inc.	10,200		765,000
Ross Stores, Inc.	11,892		770,721
Tile Shop Holdings, Inc. (a)	20,797		602,281
Tractor Supply Co.	3,800		446,918
Urban Outfitters, Inc. (a)	3,400		136,748
			7,285,827
Textiles, Apparel & Luxury Goods - 1.7%
lululemon athletica, Inc. (a)	6,748		442,129
Michael Kors Holdings Ltd. (a)	7,920		491,198
	Shares		Value
NIKE, Inc. Class B	11,334		$ 721,749
PVH Corp.	3,200		400,160
			2,055,236
TOTAL CONSUMER DISCRETIONARY			25,478,632
CONSUMER STAPLES - 10.9%
Beverages - 4.2%
Beam, Inc.	5,700		359,727
Monster Beverage Corp. (a)	12,414		754,399
PepsiCo, Inc.	7,387		604,183
The Coca-Cola Co.	84,224		3,378,225
			5,096,534
Food & Staples Retailing - 2.3%
CVS Caremark Corp.	27,072		1,547,977
Kroger Co.	17,706		611,565
Wal-Mart Stores, Inc.	9,650		718,829
			2,878,371
Food Products - 1.2%
Bunge Ltd.	12,250		866,933
Mead Johnson Nutrition Co. Class A	7,751		614,112
			1,481,045
Household Products - 0.8%
Procter & Gamble Co.	12,300		946,977
Tobacco - 2.4%
Altria Group, Inc.	33,316		1,165,727
Japan Tobacco, Inc.	29,400		1,037,748
Lorillard, Inc.	18,421		804,629
			3,008,104
TOTAL CONSUMER STAPLES			13,411,031
ENERGY - 3.5%
Energy Equipment & Services - 2.4%
Ensco PLC Class A	14,000		813,680
Halliburton Co.	21,064		878,790
National Oilwell Varco, Inc.	10,509		724,070
Schlumberger Ltd.	6,538		468,513
			2,885,053
Oil, Gas & Consumable Fuels - 1.1%
Noble Energy, Inc.	8,104		486,564
Pioneer Natural Resources Co.	1,000		144,750
The Williams Companies, Inc.	23,540		764,344
			1,395,658
TOTAL ENERGY			4,280,711
FINANCIALS - 7.0%
Capital Markets - 1.0%
The Blackstone Group LP	50,823		1,070,332
UBS AG (NY Shares)	10,900		184,755
			1,255,087
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - 0.9%
Wells Fargo & Co.	27,730		$ 1,144,417
Consumer Finance - 1.6%
Capital One Financial Corp.	14,600		917,026
SLM Corp.	45,104		1,031,077
			1,948,103
Diversified Financial Services - 2.3%
Bank of America Corp.	82,014		1,054,700
Citigroup, Inc.	23,564		1,130,365
McGraw-Hill Companies, Inc.	10,800		574,452
			2,759,517
Real Estate Investment Trusts - 0.7%
American Tower Corp.	11,200		819,504
Real Estate Management & Development - 0.3%
The St. Joe Co. (a)(d)	15,000		315,750
Thrifts & Mortgage Finance - 0.2%
Nationstar Mortgage Holdings, Inc. (a)(d)	7,987		299,033
TOTAL FINANCIALS			8,541,411
HEALTH CARE - 16.1%
Biotechnology - 7.7%
Alexion Pharmaceuticals, Inc. (a)	8,356		770,757
Amgen, Inc.	24,655		2,432,462
Biogen Idec, Inc. (a)	5,500		1,183,600
BioMarin Pharmaceutical, Inc. (a)	7,700		429,583
Celgene Corp. (a)	6,835		799,080
Gilead Sciences, Inc. (a)	55,557		2,845,074
Onyx Pharmaceuticals, Inc. (a)	3,800		456,000
Theravance, Inc. (a)	13,793		531,444
			9,448,000
Health Care Equipment & Supplies - 1.8%
Ansell Ltd.	31,658		510,438
Boston Scientific Corp. (a)	117,711		1,091,181
The Cooper Companies, Inc.	4,671		556,083
			2,157,702
Health Care Providers & Services - 2.0%
Brookdale Senior Living, Inc. (a)	16,056		424,521
Catamaran Corp. (a)	11,588		564,029
Express Scripts Holding Co. (a)	24,669		1,521,831
			2,510,381
Health Care Technology - 0.6%
Cerner Corp. (a)	7,641		734,224
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)	9,333		698,482
Pharmaceuticals - 3.4%
AbbVie, Inc.	30,665		1,267,691
Actavis, Inc. (a)	6,613		834,693
Bristol-Myers Squibb Co.	19,800		884,862
	Shares		Value
Valeant Pharmaceuticals International, Inc. (Canada) (a)	7,900		$ 681,156
Warner Chilcott PLC	26,700		530,796
			4,199,198
TOTAL HEALTH CARE			19,747,987
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.4%
The Boeing Co.	4,500		460,980
TransDigm Group, Inc.	3,700		580,049
United Technologies Corp.	19,563		1,818,185
			2,859,214
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. Class B	18,726		1,619,424
Airlines - 0.4%
Delta Air Lines, Inc.	27,300		510,783
Electrical Equipment - 2.6%
Eaton Corp. PLC	17,515		1,152,662
Emerson Electric Co.	15,118		824,536
Generac Holdings, Inc.	33,683		1,246,608
			3,223,806
Industrial Conglomerates - 0.5%
General Electric Co.	25,842		599,276
Machinery - 1.8%
Cummins, Inc.	7,135		773,862
Ingersoll-Rand PLC	14,596		810,370
Manitowoc Co., Inc.	35,509		635,966
			2,220,198
Professional Services - 0.3%
Towers Watson & Co.	3,500		286,790
Road & Rail - 1.6%
CSX Corp.	41,200		955,428
Hertz Global Holdings, Inc. (a)	20,368		505,126
Union Pacific Corp.	3,408		525,786
			1,986,340
TOTAL INDUSTRIALS			13,305,831
INFORMATION TECHNOLOGY - 25.9%
Communications Equipment - 2.0%
Cisco Systems, Inc.	28,300		687,973
QUALCOMM, Inc.	28,938		1,767,533
			2,455,506
Computers & Peripherals - 4.9%
Apple, Inc.	12,185		4,826,235
EMC Corp.	50,836		1,200,746
			6,026,981
Internet Software & Services - 6.3%
eBay, Inc. (a)	16,225		839,157
Facebook, Inc. Class A (a)	17,514		435,398
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Google, Inc. Class A (a)	6,678		$ 5,879,112
LinkedIn Corp. (a)	3,400		606,220
			7,759,887
IT Services - 4.4%
Accenture PLC Class A	3,272		235,453
Amdocs Ltd.	21,678		804,037
IBM Corp.	3,762		718,956
MasterCard, Inc. Class A	2,800		1,608,600
Visa, Inc. Class A	11,216		2,049,724
			5,416,770
Semiconductors & Semiconductor Equipment - 1.1%
Broadcom Corp. Class A	40,699		1,373,998
Software - 7.2%
Check Point Software Technologies Ltd. (a)	6,300		312,984
Concur Technologies, Inc. (a)	4,535		369,058
Guidewire Software, Inc. (a)	15,306		643,617
Microsoft Corp.	60,832		2,100,529
Oracle Corp.	86,780		2,665,882
salesforce.com, Inc. (a)	25,800		985,044
Splunk, Inc. (a)	8,522		395,080
Workday, Inc. Class A	20,052		1,285,133
			8,757,327
TOTAL INFORMATION TECHNOLOGY			31,790,469
MATERIALS - 3.4%
Chemicals - 2.6%
Eastman Chemical Co.	10,800		756,108
FMC Corp.	8,050		491,533
Monsanto Co.	19,942		1,970,270
			3,217,911
Construction Materials - 0.8%
Eagle Materials, Inc.	4,500		298,215
Vulcan Materials Co.	13,925		674,109
			972,324
TOTAL MATERIALS			4,190,235
	Shares		Value
TELECOMMUNICATION SERVICES - 0.7%
Wireless Telecommunication Services - 0.7%
Vodafone Group PLC sponsored ADR	28,463		$ 818,027
TOTAL COMMON STOCKS (Cost $105,412,225)		121,564,334
Money Market Funds - 1.9%
Fidelity Cash Central Fund, 0.13% (b)	1,848,971		1,848,971
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	468,100		468,100
TOTAL MONEY MARKET FUNDS (Cost $2,317,071)		2,317,071
TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $107,729,296)			123,881,405
NET OTHER ASSETS (LIABILITIES) - (1.1)%			(1,376,468)
NET ASSETS - 100%		$ 122,504,937

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 1,233
Fidelity Securities Lending Cash Central Fund	812
Total	$ 2,045

Other Information

The following is a summary of the inputs used, as of June 30, 2013, 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 in the table 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:
Consumer Discretionary	$ 25,478,632	$ 25,162,920	$ 315,712	$ -
Consumer Staples	13,411,031	12,373,283	1,037,748	-
Energy	4,280,711	4,280,711	-	-
Financials	8,541,411	8,541,411	-	-
Health Care	19,747,987	19,291,987	456,000	-
Industrials	13,305,831	13,305,831	-	-
Information Technology	31,790,469	31,790,469	-	-
Materials	4,190,235	4,190,235	-	-
Telecommunication Services	818,027	818,027	-	-
Money Market Funds	2,317,071	2,317,071	-	-
Total Investments in Securities:	$ 123,881,405	$ 122,071,945	$ 1,809,460	$ -

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $448,718) - See accompanying schedule: Unaffiliated issuers (cost $105,412,225)	$ 121,564,334
Fidelity Central Funds (cost $2,317,071)	2,317,071
Total Investments (cost $107,729,296)		$ 123,881,405
Cash		3,065
Receivable for investments sold		2,846,402
Receivable for fund shares sold		122,868
Dividends receivable		123,313
Distributions receivable from Fidelity Central Funds		377
Other receivables		1,809
Total assets		126,979,239
Liabilities
Payable for investments purchased Regular delivery	$ 3,485,051
Delayed delivery	337,685
Payable for fund shares redeemed	54,056
Accrued management fee	56,949
Distribution and service plan fees payable	10,779
Other affiliated payables	17,070
Other payables and accrued expenses	44,612
Collateral on securities loaned, at value	468,100
Total liabilities		4,474,302
Net Assets		$ 122,504,937
Net Assets consist of:
Paid in capital		$ 100,234,264
Undistributed net investment income		400,830
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		5,717,835
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		16,152,008
Net Assets		$ 122,504,937

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($14,048,473 ÷ 798,253 shares)		$ 17.60
Service Class: Net Asset Value, offering price and redemption price per share ($523,029 ÷ 29,928 shares)		$ 17.48
Service Class 2: Net Asset Value, offering price and redemption price per share ($50,923,699 ÷ 2,949,964 shares)		$ 17.26
Investor Class: Net Asset Value, offering price and redemption price per share ($57,009,736 ÷ 3,263,951 shares)		$ 17.47

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 948,561
Income from Fidelity Central Funds		2,045
Total income		950,606
Expenses
Management fee	$ 332,324
Transfer agent fees	66,261
Distribution and service plan fees	65,750
Accounting and security lending fees	23,332
Custodian fees and expenses	42,603
Independent trustees' compensation	357
Audit	23,568
Legal	400
Miscellaneous	619
Total expenses before reductions	555,214
Expense reductions	(6,278)	548,936
Net investment income (loss)		401,670
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	7,040,307
Foreign currency transactions	20
Total net realized gain (loss)		7,040,327
Change in net unrealized appreciation (depreciation) on: Investment securities	3,506,429
Assets and liabilities in foreign currencies	(31)
Total change in net unrealized appreciation (depreciation)		3,506,398
Net gain (loss)		10,546,725
Net increase (decrease) in net assets resulting from operations		$ 10,948,395

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 401,670	$ 670,531
Net realized gain (loss)	7,040,327	1,864,140
Change in net unrealized appreciation (depreciation)	3,506,398	9,938,842
Net increase (decrease) in net assets resulting from operations	10,948,395	12,473,513
Distributions to shareholders from net investment income	-	(808,310)
Share transactions - net increase (decrease)	1,377,580	64,011,977
Total increase (decrease) in net assets	12,325,975	75,677,180
Net Assets
Beginning of period	110,178,962	34,501,782
End of period (including undistributed net investment income of $400,830 and distributions in excess of net investment income of $840, respectively)	$ 122,504,937	$ 110,178,962

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 16.01	$ 13.64	$ 13.53	$ 11.27	$ 7.81	$ 14.15
Income from Investment Operations
Net investment income (loss) E	.07	.12	.01	- J	.04	.02
Net realized and unrealized gain (loss)	1.52	2.39	.10 H	2.26	3.46	(6.34)
Total from investment operations	1.59	2.51	.11	2.26	3.50	(6.32)
Distributions from net investment income	-	(.14)	-	-	(.04)	(.02)
Net asset value, end of period	$ 17.60	$ 16.01	$ 13.64	$ 13.53	$ 11.27	$ 7.81
Total Return B, C, D	9.93%	18.39%	.81%	20.05%	44.86%	(44.67)%
Ratios to Average Net Assets F, I
Expenses before reductions	.79% A	.79%	.96%	1.09%	1.35%	1.16%
Expenses net of fee waivers, if any	.79% A	.79%	.85%	.85%	.85%	.85%
Expenses net of all reductions	.78% A	.78%	.84%	.84%	.84%	.85%
Net investment income (loss)	.81% A	.80%	.07%	.01%	.39%	.19%
Supplemental Data
Net assets, end of period (000 omitted)	$ 14,048	$ 12,634	$ 9,012	$ 7,008	$ 5,374	$ 3,368
Portfolio turnover rate G	169% A	166%	84%	114%	173%	137%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J Amount represents less than $.01 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.91	$ 13.55	$ 13.46	$ 11.22	$ 7.78	$ 14.08
Income from Investment Operations
Net investment income (loss) E	.06	.11	- J	(.01)	.03	.01
Net realized and unrealized gain (loss)	1.51	2.37	.09 H	2.25	3.44	(6.30)
Total from investment operations	1.57	2.48	.09	2.24	3.47	(6.29)
Distributions from net investment income	-	(.12)	-	-	(.03)	(.01)
Net asset value, end of period	$ 17.48	$ 15.91	$ 13.55	$ 13.46	$ 11.22	$ 7.78
Total Return B, C, D	9.87%	18.35%	.67%	19.96%	44.61%	(44.71)%
Ratios to Average Net Assets F, I
Expenses before reductions	.88% A	.87%	1.04%	1.17%	1.42%	1.22%
Expenses net of fee waivers, if any	.88% A	.87%	.95%	.95%	.95%	.95%
Expenses net of all reductions	.86% A	.86%	.94%	.94%	.94%	.95%
Net investment income (loss)	.72% A	.72%	(.03)%	(.10)%	.30%	.09%
Supplemental Data
Net assets, end of period (000 omitted)	$ 523	$ 476	$ 402	$ 573	$ 823	$ 1,021
Portfolio turnover rate G	169% A	166%	84%	114%	173%	137%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.72	$ 13.39	$ 13.33	$ 11.13	$ 7.71	$ 13.96
Income from Investment Operations
Net investment income (loss) E	.05	.09	(.03)	(.03)	.01	(.01)
Net realized and unrealized gain (loss)	1.49	2.34	.09 H	2.23	3.42	(6.24)
Total from investment operations	1.54	2.43	.06	2.20	3.43	(6.25)
Distributions from net investment income	-	(.10)	-	-	(.01)	-
Net asset value, end of period	$ 17.26	$ 15.72	$ 13.39	$ 13.33	$ 11.13	$ 7.71
Total Return B, C, D	9.80%	18.17%	.45%	19.77%	44.42%	(44.77)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.03% A	1.03%	1.26%	1.42%	1.67%	1.42%
Expenses net of fee waivers, if any	1.03% A	1.03%	1.10%	1.10%	1.10%	1.10%
Expenses net of all reductions	1.02% A	1.02%	1.10%	1.10%	1.09%	1.10%
Net investment income (loss)	.57% A	.57%	(.19)%	(.25)%	.15%	(.06)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 50,924	$ 50,967	$ 1,415	$ 2,592	$ 1,684	$ 2,183
Portfolio turnover rate G	169% A	166%	84%	114%	173%	137%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 15.90	$ 13.54	$ 13.45	$ 11.21	$ 7.78	$ 14.10
Income from Investment Operations
Net investment income (loss) E	.06	.11	- J	(.01)	.03	.01
Net realized and unrealized gain (loss)	1.51	2.38	.09 H	2.25	3.44	(6.31)
Total from investment operations	1.57	2.49	.09	2.24	3.47	(6.30)
Distributions from net investment income	-	(.13)	-	-	(.04)	(.02)
Net asset value, end of period	$ 17.47	$ 15.90	$ 13.54	$ 13.45	$ 11.21	$ 7.78
Total Return B, C, D	9.87%	18.39%	.67%	19.98%	44.64%	(44.69)%
Ratios to Average Net Assets E, I
Expenses before reductions	.86% A	.86%	1.02%	1.16%	1.43%	1.25%
Expenses net of fee waivers, if any	.86% A	.86%	.93%	.93%	.93%	.93%
Expenses net of all reductions	.85% A	.85%	.93%	.92%	.93%	.93%
Net investment income (loss)	.73% A	.73%	(.02)%	(.08)%	.31%	.11%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,010	$ 46,103	$ 23,672	$ 14,427	$ 7,044	$ 3,416
Portfolio turnover rate G	169% A	166%	84%	114%	173%	137%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^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 Calculated based on average shares outstanding during the period.

^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Growth Stock 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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 June 30, 2013 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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.

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 may include proceeds received from litigation. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 17,452,779
Gross unrealized depreciation	(1,652,092)
Net unrealized appreciation (depreciation) on securities and other investments	$ 15,800,687
Tax cost	$ 108,080,718

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2017	$ (936,142)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $102,808,710 and $98,998,898, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .55% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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	$ 256
Service Class 2	65,494
	$ 65,750

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 5,738
Service Class	179
Service Class 2	19,019
Investor Class	41,325
	$ 66,261

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $3,725 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $147 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $812. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $6,269 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $9.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 109,221
Service Class	-	3,682
Service Class 2	-	329,727
Investor Class	-	365,680
Total	$ -	$ 808,310

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	133,062	408,448	$ 2,257,883	$ 6,352,331
Reinvestment of distributions	-	6,917	-	109,221
Shares redeemed	(123,845)	(287,269)	(2,107,968)	(4,425,864)
Net increase (decrease)	9,217	128,096	$ 149,915	$ 2,035,688
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	-	235	-	3,682
Shares redeemed	-	-	-	-
Net increase (decrease)	-	235	$ -	$ 3,682
Service Class 2
Shares sold	31,992	3,714,844	$ 536,821	$ 53,358,057
Reinvestment of distributions	-	21,273	-	329,727
Shares redeemed	(323,303)	(600,496)	(5,510,131)	(9,237,828)
Net increase (decrease)	(291,311)	3,135,621	$ (4,973,310)	$ 44,449,956

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions - continued

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Investor Class
Shares sold	658,448	1,612,961	$ 11,239,579	$ 24,573,908
Reinvestment of distributions	-	23,336	-	365,680
Shares redeemed	(294,617)	(484,401)	(5,038,604)	(7,416,937)
Net increase (decrease)	363,831	1,151,896	$ 6,200,975	$ 17,522,651

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 58% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 35% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

VIPGR-SANN-0813
1.787988.110

Fidelity® Variable Insurance Products:

International Capital Appreciation Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	1.10%
Actual		$ 1,000.00	$ 1,034.30	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class	1.20%
Actual		$ 1,000.00	$ 1,033.40	$ 6.05
HypotheticalA		$ 1,000.00	$ 1,018.84	$ 6.01
Service Class 2	1.35%
Actual		$ 1,000.00	$ 1,032.50	$ 6.80
HypotheticalA		$ 1,000.00	$ 1,018.10	$ 6.76
Initial Class R	1.10%
Actual		$ 1,000.00	$ 1,034.30	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class R	1.20%
Actual		$ 1,000.00	$ 1,033.40	$ 6.05
HypotheticalA		$ 1,000.00	$ 1,018.84	$ 6.01
Service Class 2R	1.35%
Actual		$ 1,000.00	$ 1,033.40	$ 6.81
HypotheticalA		$ 1,000.00	$ 1,018.10	$ 6.76
Investor Class R	1.18%
Actual		$ 1,000.00	$ 1,033.60	$ 5.95
HypotheticalA		$ 1,000.00	$ 1,018.94	$ 5.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)
As of June 30, 2013
	United States of America*	16.4%
	United Kingdom	15.1%
	Japan	11.5%
	France	7.4%
	Germany	6.0%
	Switzerland	5.0%
	India	3.2%
	Brazil	3.1%
	Indonesia	3.0%
	Other	29.3%

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

* Includes Short-Term Investments and Net Other Assets.

As of December 31, 2012
	United States of America*	24.4%
	United Kingdom	12.3%
	France	7.4%
	Japan	5.4%
	Germany	4.8%
	India	4.3%
	Switzerland	4.1%
	Indonesia	3.6%
	Brazil	3.5%
	Other	30.2%

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

* Includes Short-Term Investments and Net Other Assets.

Asset Allocation as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Stocks	99.0	91.5
Short-Term Investments and Net Other Assets (Liabilities)	1.0	8.5
Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Nestle SA (Switzerland, Food Products)	1.5	1.5
Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)	1.1	1.3
Sanofi SA (France, Pharmaceuticals)	1.0	0.0
British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)	0.9	0.9
Unilever PLC (United Kingdom, Food Products)	0.9	0.9
Mitsubishi UFJ Financial Group, Inc. sponsored ADR (Japan, Commercial Banks)	0.8	0.0
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (Taiwan, Semiconductors & Semiconductor Equipment)	0.7	0.8
Bayer AG (Germany, Pharmaceuticals)	0.7	0.0
BASF AG (Germany, Chemicals)	0.7	0.8
Diageo PLC sponsored ADR (United Kingdom, Beverages)	0.7	0.8
	9.0
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.8	17.6
Industrials	17.0	16.2
Financials	15.4	11.0
Consumer Staples	14.6	16.4
Information Technology	10.7	10.1
Materials	7.9	9.3
Health Care	7.4	6.2
Telecommunication Services	1.7	1.5
Energy	0.5	3.2

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%
	Shares		Value
Australia - 1.6%
Carsales.com Ltd.	18,583		$ 160,264
CSL Ltd.	5,280		297,359
DuluxGroup Ltd.	38,612		148,666
McMillan Shakespeare Ltd.	13,267		196,317
realestate.com.au Ltd.	6,612		166,474
SEEK Ltd.	19,507		161,810
TOTAL AUSTRALIA			1,130,890
Austria - 0.3%
Andritz AG	4,202		215,636
Bailiwick of Jersey - 1.5%
Experian PLC	16,401		285,123
UBM PLC	20,800		207,531
Wolseley PLC	5,899		272,123
WPP PLC	17,900		305,962
TOTAL BAILIWICK OF JERSEY			1,070,739
Belgium - 0.6%
Anheuser-Busch InBev SA NV	5,268		474,295
Bermuda - 1.1%
Credicorp Ltd. (NY Shares)	1,800		230,328
Invesco Ltd.	5,346		170,003
Jardine Matheson Holdings Ltd.	3,600		217,800
Signet Jewelers Ltd.	2,200		148,346
TOTAL BERMUDA			766,477
Brazil - 3.1%
BM&F Bovespa SA	40,800		224,721
BR Malls Participacoes SA	22,500		201,167
CCR SA	27,200		216,493
Cielo SA	10,040		251,703
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	8,300		310,005
Iguatemi Empresa de Shopping Centers SA	18,300		180,101
Multiplan Empreendimentos Imobiliarios SA	8,800		205,117
Qualicorp SA (a)	27,300		207,868
Souza Cruz SA	16,000		197,692
Ultrapar Participacoes SA	10,300		246,681
TOTAL BRAZIL			2,241,548
Canada - 2.5%
Alimentation Couche-Tard, Inc. Class B (sub. vtg.)	4,100		243,263
Canadian National Railway Co.	3,900		379,728
Canadian Pacific Railway Ltd.	2,400		291,026
CGI Group, Inc. Class A (sub. vtg.) (a)	7,400		216,716
Cineplex, Inc.	5,900		206,896
Constellation Software, Inc.	1,450		199,914
Valeant Pharmaceuticals International, Inc. (Canada) (a)	3,100		267,289
TOTAL CANADA			1,804,832
	Shares		Value
Cayman Islands - 1.9%
Baidu.com, Inc. sponsored ADR (a)	2,200		$ 207,966
Lifestyle International Holdings Ltd.	76,000		159,133
Sa Sa International Holdings Ltd.	160,000		158,844
Sands China Ltd.	50,200		236,565
SouFun Holdings Ltd. ADR	7,500		186,150
Tencent Holdings Ltd.	10,400		407,898
TOTAL CAYMAN ISLANDS			1,356,556
Denmark - 0.6%
Novo Nordisk A/S Series B sponsored ADR	2,800		433,916
Finland - 0.7%
Kone Oyj (B Shares)	3,200		254,290
Nokian Tyres PLC	5,686		231,731
TOTAL FINLAND			486,021
France - 7.4%
Air Liquide SA	3,080		380,342
Bureau Veritas SA	8,800		227,888
Casino Guichard Perrachon SA	1,975		185,018
Danone SA	4,500		337,739
Dassault Systemes SA	2,006		245,392
Edenred SA	7,900		241,651
Iliad SA	761		164,581
Ingenico SA	2,924		194,868
L'Oreal SA	2,300		377,967
LVMH Moet Hennessy - Louis Vuitton SA	2,408		390,229
Pernod Ricard SA (d)	2,600		288,308
PPR SA	1,300		264,228
PPR SA rights 10/1/13 (a)	1,300		3,389
Publicis Groupe SA	3,800		270,561
Safran SA	5,000		261,144
Sanofi SA	6,853		708,467
Schneider Electric SA	5,229		379,317
Sodexo SA	2,800		233,256
Zodiac Aerospace	1,700		225,042
TOTAL FRANCE			5,379,387
Germany - 5.4%
adidas AG	2,800		303,014
BASF AG	5,895		526,614
Bayer AG	5,000		533,221
Bayerische Motoren Werke AG (BMW)	3,952		345,582
Brenntag AG	1,500		227,854
CTS Eventim AG	4,651		187,492
GEA Group AG	5,040		178,637
Henkel AG & Co. KGaA	4,408		345,695
Hugo Boss AG	2,000		220,239
Linde AG	1,900		354,524
MTU Aero Engines Holdings AG	2,200		212,195
SAP AG	6,389		466,544
TOTAL GERMANY			3,901,611
Common Stocks - continued
	Shares		Value
Hong Kong - 1.4%
AIA Group Ltd.	98,600		$ 417,611
Galaxy Entertainment Group Ltd. (a)	47,000		230,272
Hysan Development Co. Ltd.	42,000		182,219
Techtronic Industries Co. Ltd.	88,500		211,778
TOTAL HONG KONG			1,041,880
India - 3.2%
Amara Raja Batteries Ltd.	1,253		5,405
Asian Paints India Ltd.	2,333		181,697
Bajaj Auto Ltd.	7,436		240,312
HDFC Bank Ltd.	24,609		275,204
Housing Development Finance Corp. Ltd. (a)	20,595		304,101
ITC Ltd.	49,328		268,751
Maruti Suzuki India Ltd.	8,152		210,736
Sun Pharmaceutical Industries Ltd.	13,032		221,432
Sun TV Ltd.	23,874		152,228
Tata Consultancy Services Ltd.	9,986		254,653
Titan Industries Ltd.	48,883		183,518
TOTAL INDIA			2,298,037
Indonesia - 3.0%
PT ACE Hardware Indonesia Tbk	2,214,500		165,112
PT Astra International Tbk	406,000		286,349
PT Bank Central Asia Tbk	261,500		263,477
PT Bank Rakyat Indonesia Tbk	286,000		223,326
PT Global Mediacom Tbk	1,005,500		217,817
PT Jasa Marga Tbk	311,500		189,882
PT Mitra Adiperkasa Tbk	246,500		173,854
PT Semen Gresik (Persero) Tbk	141,500		243,794
PT Surya Citra Media Tbk	803,500		220,609
PT Tower Bersama Infrastructure Tbk (a)	430,500		225,552
TOTAL INDONESIA			2,209,772
Ireland - 0.7%
Accenture PLC Class A	2,792		200,912
Jazz Pharmaceuticals PLC (a)	2,200		151,206
Kerry Group PLC Class A	3,300		182,127
TOTAL IRELAND			534,245
Italy - 0.6%
Prada SpA	22,600		205,135
Tod's SpA	1,444		204,123
TOTAL ITALY			409,258
Japan - 11.5%
Bridgestone Corp.	8,300		283,032
Daihatsu Motor Co. Ltd.	12,000		227,289
Daikin Industries Ltd.	5,200		210,183
Daito Trust Construction Co. Ltd.	2,700		254,393
DENSO Corp.	6,100		286,780
Fanuc Corp.	2,400		347,345
Fuji Heavy Industries Ltd.	12,000		296,331
	Shares		Value
Hoya Corp.	9,400		$ 193,341
Isuzu Motors Ltd.	35,000		239,258
Japan Exchange Group, Inc.	2,000		202,014
Japan Tobacco, Inc.	11,900		420,041
Kansai Paint Co. Ltd.	17,000		217,008
Keyence Corp.	880		280,378
Komatsu Ltd.	14,200		327,054
Makita Corp.	4,300		231,178
Mitsubishi UFJ Financial Group, Inc. sponsored ADR (d)	89,500		555,795
MS&AD Insurance Group Holdings, Inc.	8,600		217,840
Nissan Motor Co. Ltd.	28,100		281,635
Nitto Denko Corp.	3,300		211,648
ORIX Corp.	22,600		308,416
SHIMANO, Inc.	2,400		204,444
Shin-Etsu Chemical Co., Ltd.	4,200		277,978
SMC Corp.	1,400		280,666
SoftBank Corp.	8,000		465,680
Sumitomo Mitsui Financial Group, Inc. ADR (d)	52,200		481,284
Sumitomo Mitsui Trust Holdings, Inc.	67,000		312,612
Sumitomo Rubber Industries Ltd.	13,800		225,273
USS Co. Ltd.	1,860		235,801
Yahoo! Japan Corp.	461		227,003
TOTAL JAPAN			8,301,700
Korea (South) - 1.1%
Samsung Electronics Co. Ltd.	672		789,412
Luxembourg - 0.5%
Eurofins Scientific SA	1,000		211,258
SES SA (France) (depositary receipt)	6,578		188,370
TOTAL LUXEMBOURG			399,628
Mexico - 2.1%
Bolsa Mexicana de Valores SA de CV	83,100		206,123
Fomento Economico Mexicano S.A.B. de CV sponsored ADR	2,600		268,294
Grupo Aeroportuario del Pacifico SA de CV Series B	30,300		153,471
Grupo Financiero Banorte S.A.B. de CV Series O	39,500		233,876
Grupo Mexico SA de CV Series B	75,100		217,230
Grupo Televisa SA de CV (CPO) sponsored ADR	10,902		270,806
Mexichem S.A.B. de CV	40,900		170,419
TOTAL MEXICO			1,520,219
Netherlands - 1.0%
ASML Holding NV (Netherlands)	4,134		326,341
Core Laboratories NV	920		139,527
Heineken Holding NV (A Shares)	4,800		269,317
TOTAL NETHERLANDS			735,185
Nigeria - 0.7%
Guaranty Trust Bank PLC	1,249,966		186,883
Common Stocks - continued
	Shares		Value
Nigeria - continued
Nestle Foods Nigeria PLC	30,168		$ 178,190
Nigerian Breweries PLC (a)	189,482		181,986
TOTAL NIGERIA			547,059
Norway - 0.3%
Schibsted ASA (B Shares)	4,500		194,391
Panama - 0.4%
Copa Holdings SA Class A	1,500		196,680
Intergroup Financial Services Corp.	3,134		103,422
TOTAL PANAMA			300,102
Philippines - 1.2%
Alliance Global Group, Inc.	400,000		217,169
Security Bank Corp.	60,260		211,399
SM Investments Corp.	9,570		237,585
SM Prime Holdings, Inc.	608,400		230,091
TOTAL PHILIPPINES			896,244
Russia - 0.4%
Magnit OJSC GDR (Reg. S)	4,500		257,400
South Africa - 2.1%
Aspen Pharmacare Holdings Ltd.	9,900		227,413
Discovery Ltd.	21,400		181,980
Life Healthcare Group Holdings Ltd.	64,400		244,308
Mr Price Group Ltd.	18,000		245,279
Naspers Ltd. Class N	4,700		347,090
Shoprite Holdings Ltd.	13,580		254,838
TOTAL SOUTH AFRICA			1,500,908
Spain - 1.4%
Amadeus IT Holding SA Class A	8,500		271,677
Grifols SA ADR	8,400		239,232
Inditex SA	2,513		310,226
Viscofan Envolturas Celulosicas SA	4,300		215,432
TOTAL SPAIN			1,036,567
Sweden - 1.6%
ASSA ABLOY AB (B Shares)	7,000		274,317
Atlas Copco AB (A Shares)	11,700		282,638
Hexagon AB (B Shares)	6,900		184,484
Investment AB Kinnevik	7,000		179,434
Svenska Cellulosa AB (SCA) (B Shares)	8,800		220,850
TOTAL SWEDEN			1,141,723
Switzerland - 5.0%
Burckhardt Compression Holding AG	377		150,074
Compagnie Financiere Richemont SA Series A	4,591		406,096
DKSH Holding AG	1,970		162,055
Nestle SA	16,555		1,086,342
Schindler Holding AG (Reg.)	1,850		250,701
SGS SA (Reg.)	120		257,774
Sika AG (Bearer)	87		225,295
	Shares		Value
Swatch Group AG (Bearer)	570		$ 311,990
Syngenta AG (Switzerland)	905		352,913
UBS AG (NY Shares)	26,600		450,870
TOTAL SWITZERLAND			3,654,110
Taiwan - 0.7%
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	29,800		545,936
Thailand - 1.4%
Airports of Thailand PCL (For. Reg.)	38,500		209,232
BEC World PCL (For. Reg.)	64,500		122,218
Kasikornbank PCL (For. Reg.)	41,300		261,080
Siam Commercial Bank PCL (For. Reg.)	44,300		245,754
Thai Beverage PCL	427,000		198,761
TOTAL THAILAND			1,037,045
Turkey - 0.9%
Coca-Cola Icecek A/S	7,000		201,431
Koc Holding A/S	42,000		201,649
Turkiye Garanti Bankasi A/S	50,091		218,679
TOTAL TURKEY			621,759
United Kingdom - 15.1%
Aberdeen Asset Management PLC	36,300		211,346
Aggreko PLC	9,510		237,503
Ashtead Group PLC	21,100		207,154
Bellway PLC	9,000		173,845
Berkeley Group Holdings PLC	5,441		176,351
British American Tobacco PLC (United Kingdom)	13,200		677,023
Burberry Group PLC	11,600		238,357
Compass Group PLC	24,500		313,012
Croda International PLC	6,100		229,811
Diageo PLC sponsored ADR	4,300		494,285
Domino's Pizza UK & IRL PLC	17,000		173,365
Elementis PLC	60,300		201,219
Filtrona PLC	18,400		196,318
Galiform PLC	38,352		147,812
Halma PLC	27,400		209,829
IMI PLC	8,800		165,966
InterContinental Hotel Group PLC ADR	9,393		258,026
Intertek Group PLC	5,400		240,070
ITV PLC	114,600		244,196
Johnson Matthey PLC	6,116		244,460
Kingfisher PLC	40,000		208,674
Lloyds Banking Group PLC (a)	354,100		340,046
Meggitt PLC	28,600		225,108
Next PLC	3,700		256,502
Oxford Instruments PLC	9,100		167,333
Persimmon PLC	9,400		168,847
Prudential PLC	22,914		374,020
Reckitt Benckiser Group PLC	5,300		374,677
Rexam PLC	33,580		243,876
Rightmove PLC	6,716		212,874
Common Stocks - continued
	Shares		Value
United Kingdom - continued
Rolls-Royce Group PLC	20,300		$ 350,126
Rotork PLC	5,300		215,230
SABMiller PLC	7,400		354,815
Schroders PLC	5,700		189,253
Spectris PLC	6,700		194,636
Standard Chartered PLC (United Kingdom)	20,488		444,671
Taylor Wimpey PLC	123,731		180,191
The Weir Group PLC	7,300		238,824
Travis Perkins PLC	9,600		212,592
Unilever PLC	16,600		672,004
Whitbread PLC	5,472		254,340
TOTAL UNITED KINGDOM			10,918,587
United States of America - 15.4%
AbbVie, Inc.	3,980		164,533
Affiliated Managers Group, Inc. (a)	1,100		180,334
Allergan, Inc.	1,800		151,632
American Tower Corp.	2,858		209,120
AMETEK, Inc.	5,100		215,730
Amgen, Inc.	1,700		167,722
Amphenol Corp. Class A	2,630		204,982
Apollo Global Management LLC Class A	7,400		178,340
Biogen Idec, Inc. (a)	800		172,160
BlackRock, Inc. Class A	800		205,480
CBS Corp. Class B	4,315		210,874
Colgate-Palmolive Co.	3,740		214,265
Crown Castle International Corp. (a)	2,900		209,931
Danaher Corp.	3,200		202,560
Discovery Communications, Inc. (a)	2,700		208,467
eBay, Inc. (a)	3,200		165,504
Ecolab, Inc.	2,400		204,456
Estee Lauder Companies, Inc. Class A	3,096		203,624
FMC Corp.	3,400		207,604
Gilead Sciences, Inc. (a)	3,300		168,993
Google, Inc. Class A (a)	200		176,074
Home Depot, Inc.	2,789		216,064
KKR & Co. LP	8,900		174,974
Las Vegas Sands Corp.	3,458		183,032
Lowe's Companies, Inc.	5,300		216,770
MasterCard, Inc. Class A	400		229,800
McGraw-Hill Companies, Inc.	3,811		202,707
Mead Johnson Nutrition Co. Class A	2,583		204,651
Mettler-Toledo International, Inc. (a)	1,000		201,200
Mondelez International, Inc.	5,700		162,621
Monsanto Co.	1,700		167,960
Moody's Corp.	3,420		208,381
NIKE, Inc. Class B	3,300		210,144
Oracle Corp.	6,420		197,222
	Shares		Value
Perrigo Co.	1,200		$ 145,200
Philip Morris International, Inc.	2,400		207,888
PPG Industries, Inc.	1,445		211,562
Precision Castparts Corp.	887		200,471
priceline.com, Inc. (a)	300		248,139
Rockwell Automation, Inc.	2,246		186,732
Roper Industries, Inc.	1,800		223,596
SBA Communications Corp. Class A (a)	2,900		214,948
Sherwin-Williams Co.	1,200		211,920
Sirona Dental Systems, Inc. (a)	2,600		171,288
The Blackstone Group LP	8,800		185,328
The Walt Disney Co.	3,340		210,921
Time Warner, Inc.	3,500		202,370
Tupperware Brands Corp.	2,350		182,572
Union Pacific Corp.	1,300		200,564
United Technologies Corp.	2,211		205,490
Visa, Inc. Class A	1,100		201,025
W.R. Grace & Co. (a)	2,500		210,100
Waddell & Reed Financial, Inc. Class A	3,300		143,550
Waters Corp. (a)	1,900		190,095
Williams-Sonoma, Inc.	3,400		190,026
Yahoo!, Inc. (a)	7,000		175,770
Yum! Brands, Inc.	3,070		212,874
TOTAL UNITED STATES OF AMERICA			11,130,340
TOTAL COMMON STOCKS (Cost $64,491,213)		71,283,415
Nonconvertible Preferred Stocks - 0.6%
Germany - 0.6%
ProSiebenSat.1 Media AG	5,500		236,393
Sartorius AG (non-vtg.)	2,055		221,053
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $357,531)		457,446
Money Market Funds - 1.8%
Fidelity Cash Central Fund, 0.13% (b)	102,094		102,094
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	1,195,575		1,195,575
TOTAL MONEY MARKET FUNDS (Cost $1,297,669)		1,297,669

TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $66,146,413) 73,038,530

NET OTHER ASSETS (LIABILITIES) - (0.8)%		(577,221)
NET ASSETS - 100%	$ 72,461,309

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 794
Fidelity Securities Lending Cash Central Fund	16,925
Total	$ 17,719

Other Information

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

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 17,152,662	$ 14,356,121	$ 2,796,541	$ -
Consumer Staples	10,529,595	7,199,890	3,329,705	-
Energy	386,208	386,208	-	-
Financials	11,166,870	8,882,325	2,284,545	-
Health Care	5,496,845	4,788,378	708,467	-
Industrials	12,156,848	10,760,422	1,396,426	-
Information Technology	7,733,727	6,240,120	1,493,607	-
Materials	5,837,414	4,777,867	1,059,547	-
Telecommunication Services	1,280,692	815,012	465,680	-
Money Market Funds	1,297,669	1,297,669	-	-
Total Investments in Securities:	$ 73,038,530	$ 59,504,012	$ 13,534,518	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 20,334,089

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,164,553) - See accompanying schedule: Unaffiliated issuers (cost $64,848,744)	$ 71,740,861
Fidelity Central Funds (cost $1,297,669)	1,297,669
Total Investments (cost $66,146,413)		$ 73,038,530
Foreign currency held at value (cost $108,701)		108,966
Receivable for investments sold		1,338,423
Receivable for fund shares sold		24,911
Dividends receivable		129,230
Distributions receivable from Fidelity Central Funds		2,010
Receivable from investment adviser for expense reductions		7,971
Other receivables		56,332
Total assets		74,706,373
Liabilities
Payable to custodian bank	$ 42,027
Payable for investments purchased	840,406
Payable for fund shares redeemed	12,897
Accrued management fee	42,860
Distribution and service plan fees payable	120
Other affiliated payables	12,626
Other payables and accrued expenses	98,553
Collateral on securities loaned, at value	1,195,575
Total liabilities		2,245,064
Net Assets		$ 72,461,309
Net Assets consist of:
Paid in capital		$ 83,641,573
Undistributed net investment income		505,053
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(18,548,695)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,863,378
Net Assets		$ 72,461,309

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($602,457 ÷ 55,490 shares)		$ 10.86
Service Class: Net Asset Value, offering price and redemption price per share ($96,898 ÷ 8,943 shares)		$ 10.84
Service Class 2: Net Asset Value, offering price and redemption price per share ($476,368 ÷ 44,117 shares)		$ 10.80
Initial Class R: Net Asset Value, offering price and redemption price per share ($13,344,971 ÷ 1,228,890 shares)		$ 10.86
Service Class R: Net Asset Value, offering price and redemption price per share ($96,898 ÷ 8,943 shares)		$ 10.84
Service Class 2R: Net Asset Value, offering price and redemption price per share ($105,407 ÷ 9,746 shares)		$ 10.82
Investor Class R: Net Asset Value, offering price and redemption price per share ($57,738,310 ÷ 5,356,194 shares)		$ 10.78

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 973,914
Income from Fidelity Central Funds		17,719
Income before foreign taxes withheld		991,633
Less foreign taxes withheld		(79,320)
Total income		912,313
Expenses
Management fee	$ 257,529
Transfer agent fees	49,937
Distribution and service plan fees	1,026
Accounting and security lending fees	19,038
Custodian fees and expenses	97,283
Independent trustees' compensation	211
Audit	50,359
Legal	355
Interest	188
Miscellaneous	207
Total expenses before reductions	476,133
Expense reductions	(71,100)	405,033
Net investment income (loss)		507,280
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers (net of foreign taxes of $2,374)	3,614,708
Foreign currency transactions	(23,416)
Total net realized gain (loss)		3,591,292
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $11,285)	(2,077,950)
Assets and liabilities in foreign currencies	(4,807)
Total change in net unrealized appreciation (depreciation)		(2,082,757)
Net gain (loss)		1,508,535
Net increase (decrease) in net assets resulting from operations		$ 2,015,815

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 507,280	$ 438,350
Net realized gain (loss)	3,591,292	780,847
Change in net unrealized appreciation (depreciation)	(2,082,757)	8,306,305
Net increase (decrease) in net assets resulting from operations	2,015,815	9,525,502
Distributions to shareholders from net investment income	-	(486,943)
Share transactions - net increase (decrease)	9,413,211	15,248,354
Redemption fees	12,198	6,117
Total increase (decrease) in net assets	11,441,224	24,293,030
Net Assets
Beginning of period	61,020,085	36,727,055
End of period (including undistributed net investment income of $505,053 and distributions in excess of net investment income of $2,227, respectively)	$ 72,461,309	$ 61,020,085

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.61	$ 11.44
Income from Investment Operations
Net investment income (loss) E	.08	.10	.08	.10	.07	.15
Net realized and unrealized gain (loss)	.28	2.08	(1.30)	1.24	3.07	(5.92)
Total from investment operations	.36	2.18	(1.22)	1.34	3.14	(5.77)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.86	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.61
Total Return B, C, D	3.43%	25.91%	(12.57)%	15.73%	56.04%	(50.69)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.23% A	1.25%	1.30%	1.60%	1.81%	1.54%
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10%
Expenses net of all reductions	1.05% A	1.05%	1.03%	.96%	.93%	.91%
Net investment income (loss)	1.45% A	1.07%	.88%	1.19%	1.03%	1.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 602	$ 573	$ 511	$ 732	$ 645	$ 388
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.09	.07	.10	.06	.14
Net realized and unrealized gain (loss)	.28	2.08	(1.29)	1.23	3.05	(5.90)
Total from investment operations	.35	2.17	(1.22)	1.33	3.11	(5.76)
Distributions from net investment income	-	(.09)	(.08)	(.10)	(.05)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.09)	(.19) J	(.14)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.84	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61
Total Return B, C, D	3.34%	25.83%	(12.60)%	15.65%	55.52%	(50.64)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.33% A	1.35%	1.42%	1.67%	1.73%	1.51%
Expenses net of fee waivers, if any	1.20% A	1.20%	1.20%	1.20%	1.20%	1.20%
Expenses net of all reductions	1.15% A	1.15%	1.14%	1.05%	1.04%	1.01%
Net investment income (loss)	1.35% A	.96%	.78%	1.09%	.92%	1.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 97	$ 94	$ 75	$ 100	$ 117	$ 135
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.19 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 8.40	$ 9.72	$ 8.57	$ 5.60	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.08	.06	.08	.05	.12
Net realized and unrealized gain (loss)	.27	2.07	(1.30)	1.24	3.05	(5.89)
Total from investment operations	.34	2.15	(1.24)	1.32	3.10	(5.77)
Distributions from net investment income	-	(.09)	(.07)	(.07)	(.04)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.08)	(.17)	(.13)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.80	$ 10.46	$ 8.40	$ 9.72	$ 8.57	$ 5.60
Total Return B, C, D	3.25%	25.61%	(12.74)%	15.53%	55.44%	(50.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.50% A	1.49%	1.58%	1.88%	2.02%	1.79%
Expenses net of fee waivers, if any	1.35% A	1.35%	1.35%	1.35%	1.35%	1.35%
Expenses net of all reductions	1.30% A	1.29%	1.28%	1.21%	1.19%	1.16%
Net investment income (loss)	1.20% A	.82%	.63%	.94%	.77%	1.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 476	$ 1,476	$ 166	$ 115	$ 424	$ 302
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.62	$ 11.44
Income from Investment Operations
Net investment income (loss) E	.08	.10	.08	.10	.07	.15
Net realized and unrealized gain (loss)	.28	2.08	(1.30)	1.24	3.06	(5.91)
Total from investment operations	.36	2.18	(1.22)	1.34	3.13	(5.76)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.86	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.62
Total Return B, C, D	3.43%	25.91%	(12.57)%	15.73%	55.76%	(50.60)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.27% A	1.28%	1.33%	1.55%	1.60%	1.44%
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10%
Expenses net of all reductions	1.05% A	1.05%	1.03%	.95%	.93%	.91%
Net investment income (loss)	1.45% A	1.07%	.88%	1.19%	1.02%	1.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 13,345	$ 18,575	$ 10,557	$ 15,305	$ 17,150	$ 8,483
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Service Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.09	.07	.10	.06	.14
Net realized and unrealized gain (loss)	.28	2.08	(1.29)	1.23	3.05	(5.90)
Total from investment operations	.35	2.17	(1.22)	1.33	3.11	(5.76)
Distributions from net investment income	-	(.09)	(.08)	(.10)	(.05)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.09)	(.19) J	(.14)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.84	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61
Total Return B, C, D	3.34%	25.83%	(12.60)%	15.65%	55.52%	(50.64)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.34% A	1.35%	1.42%	1.67%	1.73%	1.51%
Expenses net of fee waivers, if any	1.20% A	1.20%	1.20%	1.20%	1.20%	1.20%
Expenses net of all reductions	1.15% A	1.15%	1.14%	1.05%	1.04%	1.01%
Net investment income (loss)	1.35% A	.96%	.78%	1.09%	.92%	1.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 97	$ 94	$ 75	$ 100	$ 117	$ 135
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.19 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.097 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.47	$ 8.40	$ 9.71	$ 8.57	$ 5.60	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.08	.06	.08	.05	.13
Net realized and unrealized gain (loss)	.28	2.07	(1.30)	1.23	3.05	(5.90)
Total from investment operations	.35	2.15	(1.24)	1.31	3.10	(5.77)
Distributions from net investment income	-	(.08)	(.06)	(.08)	(.04)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.08)	(.07)	(.17) J	(.13)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.82	$ 10.47	$ 8.40	$ 9.71	$ 8.57	$ 5.60
Total Return B, C, D	3.34%	25.56%	(12.77)%	15.45%	55.36%	(50.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.49% A	1.50%	1.57%	1.83%	1.87%	1.66%
Expenses net of fee waivers, if any	1.35% A	1.35%	1.35%	1.35%	1.35%	1.35%
Expenses net of all reductions	1.30% A	1.30%	1.28%	1.21%	1.19%	1.16%
Net investment income (loss)	1.20% A	.82%	.63%	.94%	.77%	1.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 105	$ 102	$ 81	$ 109	$ 155	$ 179
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.17 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.43	$ 8.37	$ 9.69	$ 8.56	$ 5.60	$ 11.41
Income from Investment Operations
Net investment income (loss) E	.08	.09	.07	.10	.07	.14
Net realized and unrealized gain (loss)	.27	2.07	(1.29)	1.23	3.04	(5.89)
Total from investment operations	.35	2.16	(1.22)	1.33	3.11	(5.75)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.78	$ 10.43	$ 8.37	$ 9.69	$ 8.56	$ 5.60
Total Return B, C, D	3.36%	25.81%	(12.63)%	15.69%	55.61%	(50.65)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.31% A	1.34%	1.39%	1.63%	1.68%	1.51%
Expenses net of fee waivers, if any	1.18% A	1.18%	1.18%	1.18%	1.18%	1.17%
Expenses net of all reductions	1.13% A	1.13%	1.12%	1.04%	1.01%	.97%
Net investment income (loss)	1.37% A	.99%	.80%	1.11%	.94%	1.59%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,738	$ 40,107	$ 25,262	$ 29,249	$ 27,695	$ 14,208
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

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, Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), equity-debt classifications, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 8,586,943
Gross unrealized depreciation	(1,977,109)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,609,834
Tax cost	$ 66,428,696

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (17,413,786)
2017	(4,429,182)
Total capital loss carryforward	$ (21,842,968)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $70,780,396 and $56,421,086, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .71% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R'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	$ 49
Service Class 2	794
Service Class R	49
Service Class 2R	134
	$ 1,026

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class R pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 212
Service Class	34
Service Class 2	220
Initial Class R	6,996
Service Class R	34
Service Class 2R	37
Investor Class R	42,404
	$ 49,937

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $494 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's 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
Borrower	$ 4,278,500	.40%	$ 188

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $78 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $16,925. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Initial Class	1.10%	$ 408
Service Class	1.20%	66
Service Class 2	1.35%	469
Initial Class R	1.10%	13,751
Service Class R	1.20%	67
Service Class 2R	1.35%	73
Investor Class R	1.18%	36,513
		$ 51,347

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $19,744 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $9.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 5,389
Service Class	-	807
Service Class 2	-	12,868
Initial Class R	-	109,490
Service Class R	-	807
Service Class 2R	-	735
Investor Class R	-	356,847
Total	$ -	$ 486,943

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	5,625	8,980	$ 63,166	$ 86,362
Reinvestment of distributions	-	520	-	5,389
Shares redeemed	(4,667)	(15,676)	(51,357)	(145,102)
Net increase (decrease)	958	(6,176)	$ 11,809	$ (53,351)
Service Class
Reinvestment of distributions	-	78	$ -	$ 807
Net increase (decrease)	-	78	$ -	$ 807
Service Class 2
Shares sold	33,618	181,170	$ 361,382	$ 1,780,864
Reinvestment of distributions	-	1,247	-	12,868
Shares redeemed	(130,629)	(61,074)	(1,417,723)	(559,878)
Net increase (decrease)	(97,011)	121,343	$ (1,056,341)	$ 1,233,854
Initial Class R
Shares sold	349,953	976,500	$ 3,784,206	$ 9,996,676
Reinvestment of distributions	-	10,557	-	109,490
Shares redeemed	(889,454)	(472,161)	(9,796,363)	(4,456,994)
Net increase (decrease)	(539,501)	514,896	$ (6,012,157)	$ 5,649,172
Service Class R
Reinvestment of distributions	-	78	$ -	$ 807
Net increase (decrease)	-	78	$ -	$ 807
Service Class 2R
Reinvestment of distributions	-	71	$ -	$ 735
Net increase (decrease)	-	71	$ -	$ 735
Investor Class R
Shares sold	2,062,283	1,363,457	$ 22,529,584	$ 13,420,273
Reinvestment of distributions	-	34,641	-	356,847
Shares redeemed	(550,919)	(571,301)	(6,059,684)	(5,360,790)
Net increase (decrease)	1,511,364	826,797	$ 16,469,900	$ 8,416,330

Semiannual Report

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 99% of the total outstanding shares of the Fund.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCAP-SANN-0813
1.818378.108

Fidelity® Variable Insurance Products:

International Capital Appreciation Portfolio - Class R

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 B	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	1.10%
Actual		$ 1,000.00	$ 1,034.30	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class	1.20%
Actual		$ 1,000.00	$ 1,033.40	$ 6.05
HypotheticalA		$ 1,000.00	$ 1,018.84	$ 6.01
Service Class 2	1.35%
Actual		$ 1,000.00	$ 1,032.50	$ 6.80
HypotheticalA		$ 1,000.00	$ 1,018.10	$ 6.76
Initial Class R	1.10%
Actual		$ 1,000.00	$ 1,034.30	$ 5.55
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class R	1.20%
Actual		$ 1,000.00	$ 1,033.40	$ 6.05
HypotheticalA		$ 1,000.00	$ 1,018.84	$ 6.01
Service Class 2R	1.35%
Actual		$ 1,000.00	$ 1,033.40	$ 6.81
HypotheticalA		$ 1,000.00	$ 1,018.10	$ 6.76
Investor Class R	1.18%
Actual		$ 1,000.00	$ 1,033.60	$ 5.95
HypotheticalA		$ 1,000.00	$ 1,018.94	$ 5.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)
As of June 30, 2013
	United States of America*	16.4%
	United Kingdom	15.1%
	Japan	11.5%
	France	7.4%
	Germany	6.0%
	Switzerland	5.0%
	India	3.2%
	Brazil	3.1%
	Indonesia	3.0%
	Other	29.3%

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

* Includes Short-Term Investments and Net Other Assets.

As of December 31, 2012
	United States of America*	24.4%
	United Kingdom	12.3%
	France	7.4%
	Japan	5.4%
	Germany	4.8%
	India	4.3%
	Switzerland	4.1%
	Indonesia	3.6%
	Brazil	3.5%
	Other	30.2%

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

* Includes Short-Term Investments and Net Other Assets.

Asset Allocation as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Stocks	99.0	91.5
Short-Term Investments and Net Other Assets (Liabilities)	1.0	8.5
Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Nestle SA (Switzerland, Food Products)	1.5	1.5
Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)	1.1	1.3
Sanofi SA (France, Pharmaceuticals)	1.0	0.0
British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)	0.9	0.9
Unilever PLC (United Kingdom, Food Products)	0.9	0.9
Mitsubishi UFJ Financial Group, Inc. sponsored ADR (Japan, Commercial Banks)	0.8	0.0
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (Taiwan, Semiconductors & Semiconductor Equipment)	0.7	0.8
Bayer AG (Germany, Pharmaceuticals)	0.7	0.0
BASF AG (Germany, Chemicals)	0.7	0.8
Diageo PLC sponsored ADR (United Kingdom, Beverages)	0.7	0.8
	9.0
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.8	17.6
Industrials	17.0	16.2
Financials	15.4	11.0
Consumer Staples	14.6	16.4
Information Technology	10.7	10.1
Materials	7.9	9.3
Health Care	7.4	6.2
Telecommunication Services	1.7	1.5
Energy	0.5	3.2

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%
	Shares		Value
Australia - 1.6%
Carsales.com Ltd.	18,583		$ 160,264
CSL Ltd.	5,280		297,359
DuluxGroup Ltd.	38,612		148,666
McMillan Shakespeare Ltd.	13,267		196,317
realestate.com.au Ltd.	6,612		166,474
SEEK Ltd.	19,507		161,810
TOTAL AUSTRALIA			1,130,890
Austria - 0.3%
Andritz AG	4,202		215,636
Bailiwick of Jersey - 1.5%
Experian PLC	16,401		285,123
UBM PLC	20,800		207,531
Wolseley PLC	5,899		272,123
WPP PLC	17,900		305,962
TOTAL BAILIWICK OF JERSEY			1,070,739
Belgium - 0.6%
Anheuser-Busch InBev SA NV	5,268		474,295
Bermuda - 1.1%
Credicorp Ltd. (NY Shares)	1,800		230,328
Invesco Ltd.	5,346		170,003
Jardine Matheson Holdings Ltd.	3,600		217,800
Signet Jewelers Ltd.	2,200		148,346
TOTAL BERMUDA			766,477
Brazil - 3.1%
BM&F Bovespa SA	40,800		224,721
BR Malls Participacoes SA	22,500		201,167
CCR SA	27,200		216,493
Cielo SA	10,040		251,703
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	8,300		310,005
Iguatemi Empresa de Shopping Centers SA	18,300		180,101
Multiplan Empreendimentos Imobiliarios SA	8,800		205,117
Qualicorp SA (a)	27,300		207,868
Souza Cruz SA	16,000		197,692
Ultrapar Participacoes SA	10,300		246,681
TOTAL BRAZIL			2,241,548
Canada - 2.5%
Alimentation Couche-Tard, Inc. Class B (sub. vtg.)	4,100		243,263
Canadian National Railway Co.	3,900		379,728
Canadian Pacific Railway Ltd.	2,400		291,026
CGI Group, Inc. Class A (sub. vtg.) (a)	7,400		216,716
Cineplex, Inc.	5,900		206,896
Constellation Software, Inc.	1,450		199,914
Valeant Pharmaceuticals International, Inc. (Canada) (a)	3,100		267,289
TOTAL CANADA			1,804,832
	Shares		Value
Cayman Islands - 1.9%
Baidu.com, Inc. sponsored ADR (a)	2,200		$ 207,966
Lifestyle International Holdings Ltd.	76,000		159,133
Sa Sa International Holdings Ltd.	160,000		158,844
Sands China Ltd.	50,200		236,565
SouFun Holdings Ltd. ADR	7,500		186,150
Tencent Holdings Ltd.	10,400		407,898
TOTAL CAYMAN ISLANDS			1,356,556
Denmark - 0.6%
Novo Nordisk A/S Series B sponsored ADR	2,800		433,916
Finland - 0.7%
Kone Oyj (B Shares)	3,200		254,290
Nokian Tyres PLC	5,686		231,731
TOTAL FINLAND			486,021
France - 7.4%
Air Liquide SA	3,080		380,342
Bureau Veritas SA	8,800		227,888
Casino Guichard Perrachon SA	1,975		185,018
Danone SA	4,500		337,739
Dassault Systemes SA	2,006		245,392
Edenred SA	7,900		241,651
Iliad SA	761		164,581
Ingenico SA	2,924		194,868
L'Oreal SA	2,300		377,967
LVMH Moet Hennessy - Louis Vuitton SA	2,408		390,229
Pernod Ricard SA (d)	2,600		288,308
PPR SA	1,300		264,228
PPR SA rights 10/1/13 (a)	1,300		3,389
Publicis Groupe SA	3,800		270,561
Safran SA	5,000		261,144
Sanofi SA	6,853		708,467
Schneider Electric SA	5,229		379,317
Sodexo SA	2,800		233,256
Zodiac Aerospace	1,700		225,042
TOTAL FRANCE			5,379,387
Germany - 5.4%
adidas AG	2,800		303,014
BASF AG	5,895		526,614
Bayer AG	5,000		533,221
Bayerische Motoren Werke AG (BMW)	3,952		345,582
Brenntag AG	1,500		227,854
CTS Eventim AG	4,651		187,492
GEA Group AG	5,040		178,637
Henkel AG & Co. KGaA	4,408		345,695
Hugo Boss AG	2,000		220,239
Linde AG	1,900		354,524
MTU Aero Engines Holdings AG	2,200		212,195
SAP AG	6,389		466,544
TOTAL GERMANY			3,901,611
Common Stocks - continued
	Shares		Value
Hong Kong - 1.4%
AIA Group Ltd.	98,600		$ 417,611
Galaxy Entertainment Group Ltd. (a)	47,000		230,272
Hysan Development Co. Ltd.	42,000		182,219
Techtronic Industries Co. Ltd.	88,500		211,778
TOTAL HONG KONG			1,041,880
India - 3.2%
Amara Raja Batteries Ltd.	1,253		5,405
Asian Paints India Ltd.	2,333		181,697
Bajaj Auto Ltd.	7,436		240,312
HDFC Bank Ltd.	24,609		275,204
Housing Development Finance Corp. Ltd. (a)	20,595		304,101
ITC Ltd.	49,328		268,751
Maruti Suzuki India Ltd.	8,152		210,736
Sun Pharmaceutical Industries Ltd.	13,032		221,432
Sun TV Ltd.	23,874		152,228
Tata Consultancy Services Ltd.	9,986		254,653
Titan Industries Ltd.	48,883		183,518
TOTAL INDIA			2,298,037
Indonesia - 3.0%
PT ACE Hardware Indonesia Tbk	2,214,500		165,112
PT Astra International Tbk	406,000		286,349
PT Bank Central Asia Tbk	261,500		263,477
PT Bank Rakyat Indonesia Tbk	286,000		223,326
PT Global Mediacom Tbk	1,005,500		217,817
PT Jasa Marga Tbk	311,500		189,882
PT Mitra Adiperkasa Tbk	246,500		173,854
PT Semen Gresik (Persero) Tbk	141,500		243,794
PT Surya Citra Media Tbk	803,500		220,609
PT Tower Bersama Infrastructure Tbk (a)	430,500		225,552
TOTAL INDONESIA			2,209,772
Ireland - 0.7%
Accenture PLC Class A	2,792		200,912
Jazz Pharmaceuticals PLC (a)	2,200		151,206
Kerry Group PLC Class A	3,300		182,127
TOTAL IRELAND			534,245
Italy - 0.6%
Prada SpA	22,600		205,135
Tod's SpA	1,444		204,123
TOTAL ITALY			409,258
Japan - 11.5%
Bridgestone Corp.	8,300		283,032
Daihatsu Motor Co. Ltd.	12,000		227,289
Daikin Industries Ltd.	5,200		210,183
Daito Trust Construction Co. Ltd.	2,700		254,393
DENSO Corp.	6,100		286,780
Fanuc Corp.	2,400		347,345
Fuji Heavy Industries Ltd.	12,000		296,331
	Shares		Value
Hoya Corp.	9,400		$ 193,341
Isuzu Motors Ltd.	35,000		239,258
Japan Exchange Group, Inc.	2,000		202,014
Japan Tobacco, Inc.	11,900		420,041
Kansai Paint Co. Ltd.	17,000		217,008
Keyence Corp.	880		280,378
Komatsu Ltd.	14,200		327,054
Makita Corp.	4,300		231,178
Mitsubishi UFJ Financial Group, Inc. sponsored ADR (d)	89,500		555,795
MS&AD Insurance Group Holdings, Inc.	8,600		217,840
Nissan Motor Co. Ltd.	28,100		281,635
Nitto Denko Corp.	3,300		211,648
ORIX Corp.	22,600		308,416
SHIMANO, Inc.	2,400		204,444
Shin-Etsu Chemical Co., Ltd.	4,200		277,978
SMC Corp.	1,400		280,666
SoftBank Corp.	8,000		465,680
Sumitomo Mitsui Financial Group, Inc. ADR (d)	52,200		481,284
Sumitomo Mitsui Trust Holdings, Inc.	67,000		312,612
Sumitomo Rubber Industries Ltd.	13,800		225,273
USS Co. Ltd.	1,860		235,801
Yahoo! Japan Corp.	461		227,003
TOTAL JAPAN			8,301,700
Korea (South) - 1.1%
Samsung Electronics Co. Ltd.	672		789,412
Luxembourg - 0.5%
Eurofins Scientific SA	1,000		211,258
SES SA (France) (depositary receipt)	6,578		188,370
TOTAL LUXEMBOURG			399,628
Mexico - 2.1%
Bolsa Mexicana de Valores SA de CV	83,100		206,123
Fomento Economico Mexicano S.A.B. de CV sponsored ADR	2,600		268,294
Grupo Aeroportuario del Pacifico SA de CV Series B	30,300		153,471
Grupo Financiero Banorte S.A.B. de CV Series O	39,500		233,876
Grupo Mexico SA de CV Series B	75,100		217,230
Grupo Televisa SA de CV (CPO) sponsored ADR	10,902		270,806
Mexichem S.A.B. de CV	40,900		170,419
TOTAL MEXICO			1,520,219
Netherlands - 1.0%
ASML Holding NV (Netherlands)	4,134		326,341
Core Laboratories NV	920		139,527
Heineken Holding NV (A Shares)	4,800		269,317
TOTAL NETHERLANDS			735,185
Nigeria - 0.7%
Guaranty Trust Bank PLC	1,249,966		186,883
Common Stocks - continued
	Shares		Value
Nigeria - continued
Nestle Foods Nigeria PLC	30,168		$ 178,190
Nigerian Breweries PLC (a)	189,482		181,986
TOTAL NIGERIA			547,059
Norway - 0.3%
Schibsted ASA (B Shares)	4,500		194,391
Panama - 0.4%
Copa Holdings SA Class A	1,500		196,680
Intergroup Financial Services Corp.	3,134		103,422
TOTAL PANAMA			300,102
Philippines - 1.2%
Alliance Global Group, Inc.	400,000		217,169
Security Bank Corp.	60,260		211,399
SM Investments Corp.	9,570		237,585
SM Prime Holdings, Inc.	608,400		230,091
TOTAL PHILIPPINES			896,244
Russia - 0.4%
Magnit OJSC GDR (Reg. S)	4,500		257,400
South Africa - 2.1%
Aspen Pharmacare Holdings Ltd.	9,900		227,413
Discovery Ltd.	21,400		181,980
Life Healthcare Group Holdings Ltd.	64,400		244,308
Mr Price Group Ltd.	18,000		245,279
Naspers Ltd. Class N	4,700		347,090
Shoprite Holdings Ltd.	13,580		254,838
TOTAL SOUTH AFRICA			1,500,908
Spain - 1.4%
Amadeus IT Holding SA Class A	8,500		271,677
Grifols SA ADR	8,400		239,232
Inditex SA	2,513		310,226
Viscofan Envolturas Celulosicas SA	4,300		215,432
TOTAL SPAIN			1,036,567
Sweden - 1.6%
ASSA ABLOY AB (B Shares)	7,000		274,317
Atlas Copco AB (A Shares)	11,700		282,638
Hexagon AB (B Shares)	6,900		184,484
Investment AB Kinnevik	7,000		179,434
Svenska Cellulosa AB (SCA) (B Shares)	8,800		220,850
TOTAL SWEDEN			1,141,723
Switzerland - 5.0%
Burckhardt Compression Holding AG	377		150,074
Compagnie Financiere Richemont SA Series A	4,591		406,096
DKSH Holding AG	1,970		162,055
Nestle SA	16,555		1,086,342
Schindler Holding AG (Reg.)	1,850		250,701
SGS SA (Reg.)	120		257,774
Sika AG (Bearer)	87		225,295
	Shares		Value
Swatch Group AG (Bearer)	570		$ 311,990
Syngenta AG (Switzerland)	905		352,913
UBS AG (NY Shares)	26,600		450,870
TOTAL SWITZERLAND			3,654,110
Taiwan - 0.7%
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	29,800		545,936
Thailand - 1.4%
Airports of Thailand PCL (For. Reg.)	38,500		209,232
BEC World PCL (For. Reg.)	64,500		122,218
Kasikornbank PCL (For. Reg.)	41,300		261,080
Siam Commercial Bank PCL (For. Reg.)	44,300		245,754
Thai Beverage PCL	427,000		198,761
TOTAL THAILAND			1,037,045
Turkey - 0.9%
Coca-Cola Icecek A/S	7,000		201,431
Koc Holding A/S	42,000		201,649
Turkiye Garanti Bankasi A/S	50,091		218,679
TOTAL TURKEY			621,759
United Kingdom - 15.1%
Aberdeen Asset Management PLC	36,300		211,346
Aggreko PLC	9,510		237,503
Ashtead Group PLC	21,100		207,154
Bellway PLC	9,000		173,845
Berkeley Group Holdings PLC	5,441		176,351
British American Tobacco PLC (United Kingdom)	13,200		677,023
Burberry Group PLC	11,600		238,357
Compass Group PLC	24,500		313,012
Croda International PLC	6,100		229,811
Diageo PLC sponsored ADR	4,300		494,285
Domino's Pizza UK & IRL PLC	17,000		173,365
Elementis PLC	60,300		201,219
Filtrona PLC	18,400		196,318
Galiform PLC	38,352		147,812
Halma PLC	27,400		209,829
IMI PLC	8,800		165,966
InterContinental Hotel Group PLC ADR	9,393		258,026
Intertek Group PLC	5,400		240,070
ITV PLC	114,600		244,196
Johnson Matthey PLC	6,116		244,460
Kingfisher PLC	40,000		208,674
Lloyds Banking Group PLC (a)	354,100		340,046
Meggitt PLC	28,600		225,108
Next PLC	3,700		256,502
Oxford Instruments PLC	9,100		167,333
Persimmon PLC	9,400		168,847
Prudential PLC	22,914		374,020
Reckitt Benckiser Group PLC	5,300		374,677
Rexam PLC	33,580		243,876
Rightmove PLC	6,716		212,874
Common Stocks - continued
	Shares		Value
United Kingdom - continued
Rolls-Royce Group PLC	20,300		$ 350,126
Rotork PLC	5,300		215,230
SABMiller PLC	7,400		354,815
Schroders PLC	5,700		189,253
Spectris PLC	6,700		194,636
Standard Chartered PLC (United Kingdom)	20,488		444,671
Taylor Wimpey PLC	123,731		180,191
The Weir Group PLC	7,300		238,824
Travis Perkins PLC	9,600		212,592
Unilever PLC	16,600		672,004
Whitbread PLC	5,472		254,340
TOTAL UNITED KINGDOM			10,918,587
United States of America - 15.4%
AbbVie, Inc.	3,980		164,533
Affiliated Managers Group, Inc. (a)	1,100		180,334
Allergan, Inc.	1,800		151,632
American Tower Corp.	2,858		209,120
AMETEK, Inc.	5,100		215,730
Amgen, Inc.	1,700		167,722
Amphenol Corp. Class A	2,630		204,982
Apollo Global Management LLC Class A	7,400		178,340
Biogen Idec, Inc. (a)	800		172,160
BlackRock, Inc. Class A	800		205,480
CBS Corp. Class B	4,315		210,874
Colgate-Palmolive Co.	3,740		214,265
Crown Castle International Corp. (a)	2,900		209,931
Danaher Corp.	3,200		202,560
Discovery Communications, Inc. (a)	2,700		208,467
eBay, Inc. (a)	3,200		165,504
Ecolab, Inc.	2,400		204,456
Estee Lauder Companies, Inc. Class A	3,096		203,624
FMC Corp.	3,400		207,604
Gilead Sciences, Inc. (a)	3,300		168,993
Google, Inc. Class A (a)	200		176,074
Home Depot, Inc.	2,789		216,064
KKR & Co. LP	8,900		174,974
Las Vegas Sands Corp.	3,458		183,032
Lowe's Companies, Inc.	5,300		216,770
MasterCard, Inc. Class A	400		229,800
McGraw-Hill Companies, Inc.	3,811		202,707
Mead Johnson Nutrition Co. Class A	2,583		204,651
Mettler-Toledo International, Inc. (a)	1,000		201,200
Mondelez International, Inc.	5,700		162,621
Monsanto Co.	1,700		167,960
Moody's Corp.	3,420		208,381
NIKE, Inc. Class B	3,300		210,144
Oracle Corp.	6,420		197,222
	Shares		Value
Perrigo Co.	1,200		$ 145,200
Philip Morris International, Inc.	2,400		207,888
PPG Industries, Inc.	1,445		211,562
Precision Castparts Corp.	887		200,471
priceline.com, Inc. (a)	300		248,139
Rockwell Automation, Inc.	2,246		186,732
Roper Industries, Inc.	1,800		223,596
SBA Communications Corp. Class A (a)	2,900		214,948
Sherwin-Williams Co.	1,200		211,920
Sirona Dental Systems, Inc. (a)	2,600		171,288
The Blackstone Group LP	8,800		185,328
The Walt Disney Co.	3,340		210,921
Time Warner, Inc.	3,500		202,370
Tupperware Brands Corp.	2,350		182,572
Union Pacific Corp.	1,300		200,564
United Technologies Corp.	2,211		205,490
Visa, Inc. Class A	1,100		201,025
W.R. Grace & Co. (a)	2,500		210,100
Waddell & Reed Financial, Inc. Class A	3,300		143,550
Waters Corp. (a)	1,900		190,095
Williams-Sonoma, Inc.	3,400		190,026
Yahoo!, Inc. (a)	7,000		175,770
Yum! Brands, Inc.	3,070		212,874
TOTAL UNITED STATES OF AMERICA			11,130,340
TOTAL COMMON STOCKS (Cost $64,491,213)		71,283,415
Nonconvertible Preferred Stocks - 0.6%
Germany - 0.6%
ProSiebenSat.1 Media AG	5,500		236,393
Sartorius AG (non-vtg.)	2,055		221,053
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $357,531)		457,446
Money Market Funds - 1.8%
Fidelity Cash Central Fund, 0.13% (b)	102,094		102,094
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	1,195,575		1,195,575
TOTAL MONEY MARKET FUNDS (Cost $1,297,669)		1,297,669

TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $66,146,413) 73,038,530

NET OTHER ASSETS (LIABILITIES) - (0.8)%		(577,221)
NET ASSETS - 100%	$ 72,461,309

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 794
Fidelity Securities Lending Cash Central Fund	16,925
Total	$ 17,719

Other Information

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

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 17,152,662	$ 14,356,121	$ 2,796,541	$ -
Consumer Staples	10,529,595	7,199,890	3,329,705	-
Energy	386,208	386,208	-	-
Financials	11,166,870	8,882,325	2,284,545	-
Health Care	5,496,845	4,788,378	708,467	-
Industrials	12,156,848	10,760,422	1,396,426	-
Information Technology	7,733,727	6,240,120	1,493,607	-
Materials	5,837,414	4,777,867	1,059,547	-
Telecommunication Services	1,280,692	815,012	465,680	-
Money Market Funds	1,297,669	1,297,669	-	-
Total Investments in Securities:	$ 73,038,530	$ 59,504,012	$ 13,534,518	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 20,334,089

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,164,553) - See accompanying schedule: Unaffiliated issuers (cost $64,848,744)	$ 71,740,861
Fidelity Central Funds (cost $1,297,669)	1,297,669
Total Investments (cost $66,146,413)		$ 73,038,530
Foreign currency held at value (cost $108,701)		108,966
Receivable for investments sold		1,338,423
Receivable for fund shares sold		24,911
Dividends receivable		129,230
Distributions receivable from Fidelity Central Funds		2,010
Receivable from investment adviser for expense reductions		7,971
Other receivables		56,332
Total assets		74,706,373
Liabilities
Payable to custodian bank	$ 42,027
Payable for investments purchased	840,406
Payable for fund shares redeemed	12,897
Accrued management fee	42,860
Distribution and service plan fees payable	120
Other affiliated payables	12,626
Other payables and accrued expenses	98,553
Collateral on securities loaned, at value	1,195,575
Total liabilities		2,245,064
Net Assets		$ 72,461,309
Net Assets consist of:
Paid in capital		$ 83,641,573
Undistributed net investment income		505,053
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(18,548,695)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,863,378
Net Assets		$ 72,461,309

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($602,457 ÷ 55,490 shares)		$ 10.86
Service Class: Net Asset Value, offering price and redemption price per share ($96,898 ÷ 8,943 shares)		$ 10.84
Service Class 2: Net Asset Value, offering price and redemption price per share ($476,368 ÷ 44,117 shares)		$ 10.80
Initial Class R: Net Asset Value, offering price and redemption price per share ($13,344,971 ÷ 1,228,890 shares)		$ 10.86
Service Class R: Net Asset Value, offering price and redemption price per share ($96,898 ÷ 8,943 shares)		$ 10.84
Service Class 2R: Net Asset Value, offering price and redemption price per share ($105,407 ÷ 9,746 shares)		$ 10.82
Investor Class R: Net Asset Value, offering price and redemption price per share ($57,738,310 ÷ 5,356,194 shares)		$ 10.78

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 973,914
Income from Fidelity Central Funds		17,719
Income before foreign taxes withheld		991,633
Less foreign taxes withheld		(79,320)
Total income		912,313
Expenses
Management fee	$ 257,529
Transfer agent fees	49,937
Distribution and service plan fees	1,026
Accounting and security lending fees	19,038
Custodian fees and expenses	97,283
Independent trustees' compensation	211
Audit	50,359
Legal	355
Interest	188
Miscellaneous	207
Total expenses before reductions	476,133
Expense reductions	(71,100)	405,033
Net investment income (loss)		507,280
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers (net of foreign taxes of $2,374)	3,614,708
Foreign currency transactions	(23,416)
Total net realized gain (loss)		3,591,292
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $11,285)	(2,077,950)
Assets and liabilities in foreign currencies	(4,807)
Total change in net unrealized appreciation (depreciation)		(2,082,757)
Net gain (loss)		1,508,535
Net increase (decrease) in net assets resulting from operations		$ 2,015,815

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 507,280	$ 438,350
Net realized gain (loss)	3,591,292	780,847
Change in net unrealized appreciation (depreciation)	(2,082,757)	8,306,305
Net increase (decrease) in net assets resulting from operations	2,015,815	9,525,502
Distributions to shareholders from net investment income	-	(486,943)
Share transactions - net increase (decrease)	9,413,211	15,248,354
Redemption fees	12,198	6,117
Total increase (decrease) in net assets	11,441,224	24,293,030
Net Assets
Beginning of period	61,020,085	36,727,055
End of period (including undistributed net investment income of $505,053 and distributions in excess of net investment income of $2,227, respectively)	$ 72,461,309	$ 61,020,085

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.61	$ 11.44
Income from Investment Operations
Net investment income (loss) E	.08	.10	.08	.10	.07	.15
Net realized and unrealized gain (loss)	.28	2.08	(1.30)	1.24	3.07	(5.92)
Total from investment operations	.36	2.18	(1.22)	1.34	3.14	(5.77)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.86	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.61
Total Return B, C, D	3.43%	25.91%	(12.57)%	15.73%	56.04%	(50.69)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.23% A	1.25%	1.30%	1.60%	1.81%	1.54%
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10%
Expenses net of all reductions	1.05% A	1.05%	1.03%	.96%	.93%	.91%
Net investment income (loss)	1.45% A	1.07%	.88%	1.19%	1.03%	1.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 602	$ 573	$ 511	$ 732	$ 645	$ 388
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.09	.07	.10	.06	.14
Net realized and unrealized gain (loss)	.28	2.08	(1.29)	1.23	3.05	(5.90)
Total from investment operations	.35	2.17	(1.22)	1.33	3.11	(5.76)
Distributions from net investment income	-	(.09)	(.08)	(.10)	(.05)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.09)	(.19) J	(.14)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.84	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61
Total Return B, C, D	3.34%	25.83%	(12.60)%	15.65%	55.52%	(50.64)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.33% A	1.35%	1.42%	1.67%	1.73%	1.51%
Expenses net of fee waivers, if any	1.20% A	1.20%	1.20%	1.20%	1.20%	1.20%
Expenses net of all reductions	1.15% A	1.15%	1.14%	1.05%	1.04%	1.01%
Net investment income (loss)	1.35% A	.96%	.78%	1.09%	.92%	1.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 97	$ 94	$ 75	$ 100	$ 117	$ 135
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.19 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.46	$ 8.40	$ 9.72	$ 8.57	$ 5.60	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.08	.06	.08	.05	.12
Net realized and unrealized gain (loss)	.27	2.07	(1.30)	1.24	3.05	(5.89)
Total from investment operations	.34	2.15	(1.24)	1.32	3.10	(5.77)
Distributions from net investment income	-	(.09)	(.07)	(.07)	(.04)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.08)	(.17)	(.13)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.80	$ 10.46	$ 8.40	$ 9.72	$ 8.57	$ 5.60
Total Return B, C, D	3.25%	25.61%	(12.74)%	15.53%	55.44%	(50.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.50% A	1.49%	1.58%	1.88%	2.02%	1.79%
Expenses net of fee waivers, if any	1.35% A	1.35%	1.35%	1.35%	1.35%	1.35%
Expenses net of all reductions	1.30% A	1.29%	1.28%	1.21%	1.19%	1.16%
Net investment income (loss)	1.20% A	.82%	.63%	.94%	.77%	1.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 476	$ 1,476	$ 166	$ 115	$ 424	$ 302
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.62	$ 11.44
Income from Investment Operations
Net investment income (loss) E	.08	.10	.08	.10	.07	.15
Net realized and unrealized gain (loss)	.28	2.08	(1.30)	1.24	3.06	(5.91)
Total from investment operations	.36	2.18	(1.22)	1.34	3.13	(5.76)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.86	$ 10.50	$ 8.42	$ 9.74	$ 8.60	$ 5.62
Total Return B, C, D	3.43%	25.91%	(12.57)%	15.73%	55.76%	(50.60)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.27% A	1.28%	1.33%	1.55%	1.60%	1.44%
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10%
Expenses net of all reductions	1.05% A	1.05%	1.03%	.95%	.93%	.91%
Net investment income (loss)	1.45% A	1.07%	.88%	1.19%	1.02%	1.65%
Supplemental Data
Net assets, end of period (000 omitted)	$ 13,345	$ 18,575	$ 10,557	$ 15,305	$ 17,150	$ 8,483
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Service Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.09	.07	.10	.06	.14
Net realized and unrealized gain (loss)	.28	2.08	(1.29)	1.23	3.05	(5.90)
Total from investment operations	.35	2.17	(1.22)	1.33	3.11	(5.76)
Distributions from net investment income	-	(.09)	(.08)	(.10)	(.05)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.09)	(.09)	(.19) J	(.14)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.84	$ 10.49	$ 8.41	$ 9.72	$ 8.58	$ 5.61
Total Return B, C, D	3.34%	25.83%	(12.60)%	15.65%	55.52%	(50.64)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.34% A	1.35%	1.42%	1.67%	1.73%	1.51%
Expenses net of fee waivers, if any	1.20% A	1.20%	1.20%	1.20%	1.20%	1.20%
Expenses net of all reductions	1.15% A	1.15%	1.14%	1.05%	1.04%	1.01%
Net investment income (loss)	1.35% A	.96%	.78%	1.09%	.92%	1.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 97	$ 94	$ 75	$ 100	$ 117	$ 135
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.19 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.097 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.47	$ 8.40	$ 9.71	$ 8.57	$ 5.60	$ 11.43
Income from Investment Operations
Net investment income (loss) E	.07	.08	.06	.08	.05	.13
Net realized and unrealized gain (loss)	.28	2.07	(1.30)	1.23	3.05	(5.90)
Total from investment operations	.35	2.15	(1.24)	1.31	3.10	(5.77)
Distributions from net investment income	-	(.08)	(.06)	(.08)	(.04)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.08)	(.07)	(.17) J	(.13)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.82	$ 10.47	$ 8.40	$ 9.71	$ 8.57	$ 5.60
Total Return B, C, D	3.34%	25.56%	(12.77)%	15.45%	55.36%	(50.73)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.49% A	1.50%	1.57%	1.83%	1.87%	1.66%
Expenses net of fee waivers, if any	1.35% A	1.35%	1.35%	1.35%	1.35%	1.35%
Expenses net of all reductions	1.30% A	1.30%	1.28%	1.21%	1.19%	1.16%
Net investment income (loss)	1.20% A	.82%	.63%	.94%	.77%	1.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 105	$ 102	$ 81	$ 109	$ 155	$ 179
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.17 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.43	$ 8.37	$ 9.69	$ 8.56	$ 5.60	$ 11.41
Income from Investment Operations
Net investment income (loss) E	.08	.09	.07	.10	.07	.14
Net realized and unrealized gain (loss)	.27	2.07	(1.29)	1.23	3.04	(5.89)
Total from investment operations	.35	2.16	(1.22)	1.33	3.11	(5.75)
Distributions from net investment income	-	(.10)	(.09)	(.11)	(.06)	-
Distributions from net realized gain	-	-	(.01)	(.10)	(.09)	(.06)
Total distributions	-	(.10)	(.10)	(.20) J	(.15)	(.06)
Redemption fees added to paid in capital E, I	-	-	-	-	-	-
Net asset value, end of period	$ 10.78	$ 10.43	$ 8.37	$ 9.69	$ 8.56	$ 5.60
Total Return B, C, D	3.36%	25.81%	(12.63)%	15.69%	55.61%	(50.65)%
Ratios to Average Net Assets F, H
Expenses before reductions	1.31% A	1.34%	1.39%	1.63%	1.68%	1.51%
Expenses net of fee waivers, if any	1.18% A	1.18%	1.18%	1.18%	1.18%	1.17%
Expenses net of all reductions	1.13% A	1.13%	1.12%	1.04%	1.01%	.97%
Net investment income (loss)	1.37% A	.99%	.80%	1.11%	.94%	1.59%
Supplemental Data
Net assets, end of period (000 omitted)	$ 57,738	$ 40,107	$ 25,262	$ 29,249	$ 27,695	$ 14,208
Portfolio turnover rate G	159% A	137%	236%	463%	416%	350%
A Annualized B Total returns for periods of less than one year are not annualized. 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 Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.20 per share is comprised of distributions from net investment income of $.105 and distributions from net realized gain of $.097 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

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, Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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. 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), equity-debt classifications, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 8,586,943
Gross unrealized depreciation	(1,977,109)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,609,834
Tax cost	$ 66,428,696

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (17,413,786)
2017	(4,429,182)
Total capital loss carryforward	$ (21,842,968)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $70,780,396 and $56,421,086, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .71% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R'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	$ 49
Service Class 2	794
Service Class R	49
Service Class 2R	134
	$ 1,026

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class R pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 212
Service Class	34
Service Class 2	220
Initial Class R	6,996
Service Class R	34
Service Class 2R	37
Investor Class R	42,404
	$ 49,937

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $494 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's 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
Borrower	$ 4,278,500	.40%	$ 188

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $78 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $16,925. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement
Initial Class	1.10%	$ 408
Service Class	1.20%	66
Service Class 2	1.35%	469
Initial Class R	1.10%	13,751
Service Class R	1.20%	67
Service Class 2R	1.35%	73
Investor Class R	1.18%	36,513
		$ 51,347

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions - continued

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $19,744 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $9.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 5,389
Service Class	-	807
Service Class 2	-	12,868
Initial Class R	-	109,490
Service Class R	-	807
Service Class 2R	-	735
Investor Class R	-	356,847
Total	$ -	$ 486,943

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	5,625	8,980	$ 63,166	$ 86,362
Reinvestment of distributions	-	520	-	5,389
Shares redeemed	(4,667)	(15,676)	(51,357)	(145,102)
Net increase (decrease)	958	(6,176)	$ 11,809	$ (53,351)
Service Class
Reinvestment of distributions	-	78	$ -	$ 807
Net increase (decrease)	-	78	$ -	$ 807
Service Class 2
Shares sold	33,618	181,170	$ 361,382	$ 1,780,864
Reinvestment of distributions	-	1,247	-	12,868
Shares redeemed	(130,629)	(61,074)	(1,417,723)	(559,878)
Net increase (decrease)	(97,011)	121,343	$ (1,056,341)	$ 1,233,854
Initial Class R
Shares sold	349,953	976,500	$ 3,784,206	$ 9,996,676
Reinvestment of distributions	-	10,557	-	109,490
Shares redeemed	(889,454)	(472,161)	(9,796,363)	(4,456,994)
Net increase (decrease)	(539,501)	514,896	$ (6,012,157)	$ 5,649,172
Service Class R
Reinvestment of distributions	-	78	$ -	$ 807
Net increase (decrease)	-	78	$ -	$ 807
Service Class 2R
Reinvestment of distributions	-	71	$ -	$ 735
Net increase (decrease)	-	71	$ -	$ 735
Investor Class R
Shares sold	2,062,283	1,363,457	$ 22,529,584	$ 13,420,273
Reinvestment of distributions	-	34,641	-	356,847
Shares redeemed	(550,919)	(571,301)	(6,059,684)	(5,360,790)
Net increase (decrease)	1,511,364	826,797	$ 16,469,900	$ 8,416,330

Semiannual Report

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 99% of the total outstanding shares of the Fund.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCAR-SANN-0813
1.833456.107

Fidelity® Variable Insurance Products:

Emerging Markets Portfolio

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 RatioB	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	1.09%
Actual		$ 1,000.00	$ 957.70	$ 5.29
HypotheticalA		$ 1,000.00	$ 1,019.39	$ 5.46
Service Class	1.19%
Actual		$ 1,000.00	$ 957.80	$ 5.78
HypotheticalA		$ 1,000.00	$ 1,018.89	$ 5.96
Service Class 2	1.34%
Actual		$ 1,000.00	$ 956.70	$ 6.50
HypotheticalA		$ 1,000.00	$ 1,018.15	$ 6.71
Initial Class R	1.10%
Actual		$ 1,000.00	$ 957.70	$ 5.34
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class 2R	1.34%
Actual		$ 1,000.00	$ 956.80	$ 6.50
HypotheticalA		$ 1,000.00	$ 1,018.15	$ 6.71
Investor Class R	1.18%
Actual		$ 1,000.00	$ 958.70	$ 5.73
HypotheticalA		$ 1,000.00	$ 1,018.94	$ 5.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)
As of June 30, 2013
	Brazil	12.4%
	India	9.1%
	Cayman Islands	8.5%
	Korea (South)	8.4%
	South Africa	6.9%
	Mexico	6.5%
	Indonesia	6.5%
	United States of America*	6.5%
	Philippines	3.2%
	Other	32.0%

* Includes short term investments and net other assets.

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

As of December 31, 2012
	Brazil	12.5%
	Korea (South)	10.7%
	India	8.8%
	United States of America*	7.5%
	Indonesia	6.6%
	South Africa	6.0%
	Cayman Islands	5.6%
	Mexico	4.0%
	Russia	3.6%
	Other	34.7%

* Includes short term investments and net other assets.

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

Asset Allocation
	% of fund's net assets	% of fund's net assets 6 months ago
Stocks	97.8	98.9
Short-Term Investments and Net Other Assets (Liabilities)	2.2	1.1
Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)	4.5	5.1
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)	2.9	2.5
Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)	1.5	1.3
Hyundai Motor Co. (Korea (South), Automobiles)	1.5	1.4
Itau Unibanco Holding SA sponsored ADR (Brazil, Commercial Banks)	1.4	1.5
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR (Brazil, Beverages)	1.3	1.3
Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)	1.3	1.4
Naspers Ltd. Class N (South Africa, Media)	1.2	1.1
Fomento Economico Mexicano S.A.B. de CV unit (Mexico, Beverages)	1.1	0.9
Housing Development Finance Corp. Ltd. (India, Thrifts & Mortgage Finance)	1.0	1.0
	17.7
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.4	20.0
Consumer Discretionary	19.3	18.8
Information Technology	16.0	15.2
Industrials	13.4	12.4
Consumer Staples	13.4	14.4
Materials	5.0	9.7
Health Care	3.9	2.0
Energy	3.5	5.0
Utilities	0.5	0.0
Telecommunication Services	0.4	0.5

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.7%
	Shares		Value
Austria - 0.4%
Andritz AG	7,900		$ 405,409
Bailiwick of Jersey - 0.4%
WPP PLC	24,000		410,228
Bermuda - 2.6%
Brilliance China Automotive Holdings Ltd. (a)	496,000		556,366
Cosan Ltd. Class A	26,200		423,392
Credicorp Ltd. (NY Shares)	5,236		669,999
Jardine Matheson Holdings Ltd.	6,400		387,200
Kunlun Energy Co. Ltd.	406,000		720,284
TOTAL BERMUDA			2,757,241
Brazil - 12.0%
Anhanguera Educacional Participacoes SA	78,700		460,628
BM&F Bovespa SA	136,100		749,622
BR Malls Participacoes SA	65,500		585,621
Brasil Insurance Participacoes e Administracao SA	37,800		371,673
BTG Pactual Participations Ltd. unit	32,800		399,977
CCR SA	85,100		677,337
Cielo SA	28,380		711,487
Companhia Brasileira de Distribuicao Grupo Pao de Acucar sponsored ADR (d)	14,100		640,986
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	37,238		1,390,839
Iguatemi Empresa de Shopping Centers SA	46,600		458,617
Itau Unibanco Holding SA sponsored ADR	115,108		1,487,195
Linx SA	13,300		222,566
Localiza Rent A Car SA	34,010		481,034
Multiplan Empreendimentos Imobiliarios SA	22,600		526,778
Multiplus SA	29,500		435,622
Odontoprev SA	87,900		362,417
Qualicorp SA (a)	64,900		494,163
Smiles SA	26,600		290,396
Souza Cruz SA	53,600		662,268
Tegma Gestao Logistica SA	12,700		143,486
Ultrapar Participacoes SA	28,900		692,144
Weg SA	31,400		396,695
TOTAL BRAZIL			12,641,551
British Virgin Islands - 0.4%
Mail.Ru Group Ltd. GDR (e)	15,400		441,364
Canada - 0.0%
Ivanplats Ltd. (e)	16,016		23,300
Cayman Islands - 8.5%
51job, Inc. sponsored ADR (a)	5,355		361,516
Baidu.com, Inc. sponsored ADR (a)	4,657		440,226
Baoxin Auto Group Ltd.	541,000		346,667
	Shares		Value
Biostime International Holdings Ltd.	70,000		$ 392,597
Cimc Enric Holdings Ltd.	280,000		435,376
ENN Energy Holdings Ltd.	98,000		522,470
Eurasia Drilling Co. Ltd. GDR (Reg. S)	12,599		470,321
Golden Eagle Retail Group Ltd. (H Shares)	297,000		396,712
Greatview Aseptic Pack Co. Ltd.	866,000		535,943
Haitian International Holdings Ltd.	260,000		380,142
Hengdeli Holdings Ltd.	1,622,000		370,155
New Oriental Education & Technology Group, Inc. sponsored ADR	20,100		445,215
Sands China Ltd.	82,400		388,306
Shenzhou International Group Holdings Ltd.	154,000		442,777
SINA Corp. (a)	8,500		473,705
Sino Biopharmaceutical Ltd.	696,000		451,374
SouFun Holdings Ltd. ADR	17,689		439,041
Tencent Holdings Ltd.	40,900		1,604,139
TOTAL CAYMAN ISLANDS			8,896,682
China - 1.9%
China Pacific Insurance Group Co. Ltd. (H Shares)	210,000		670,122
Dongfeng Motor Group Co. Ltd. (H Shares)	376,000		502,235
Ping An Insurance (Group) Co. of China Ltd. (H Shares)	117,500		790,802
TOTAL CHINA			1,963,159
Colombia - 1.1%
Almacenes Exito SA	34,558		575,462
Grupo de Inversiones Suramerica	29,275		569,753
TOTAL COLOMBIA			1,145,215
Finland - 0.8%
Kone Oyj (B Shares)	5,200		413,222
Nokian Tyres PLC	10,000		407,547
TOTAL FINLAND			820,769
France - 1.7%
Bureau Veritas SA	14,400		372,907
LVMH Moet Hennessy - Louis Vuitton SA	1,789		289,917
Pernod Ricard SA (d)	3,400		377,018
PPR SA	1,800		365,855
PPR SA rights 10/1/13 (a)	1,800		4,693
Sanofi SA sponsored ADR	7,900		406,929
TOTAL FRANCE			1,817,319
Germany - 0.4%
SAP AG	5,196		379,428
Hong Kong - 0.8%
AIA Group Ltd.	100,200		424,387
Galaxy Entertainment Group Ltd. (a)	84,000		411,550
TOTAL HONG KONG			835,937
Common Stocks - continued
	Shares		Value
India - 9.1%
Amara Raja Batteries Ltd.	15,272		$ 65,877
Asian Paints India Ltd.	5,967		464,717
Axis Bank Ltd.	6,961		154,951
Bajaj Auto Ltd.	15,924		514,622
Colgate-Palmolive (India)	9,474		215,935
CRISIL Ltd.	22,331		416,327
Cummins India Ltd.	54,723		418,973
HDFC Bank Ltd.	83,808		937,229
Housing Development Finance Corp. Ltd. (a)	71,398		1,054,246
ITC Ltd.	143,299		780,727
Larsen & Toubro Ltd.	20,960		495,684
Mahindra & Mahindra Ltd.	31,563		514,589
Maruti Suzuki India Ltd.	15,478		400,120
Sun Pharmaceutical Industries Ltd.	32,236		547,735
Sun TV Ltd.	64,539		411,520
Tata Consultancy Services Ltd.	32,245		822,279
Tata Motors Ltd.	109,961		515,397
Titan Industries Ltd.	99,113		372,092
United Spirits Ltd. (a)	13,148		478,764
TOTAL INDIA			9,581,784
Indonesia - 6.5%
PT Astra International Tbk	1,245,000		878,089
PT Bank Central Asia Tbk	836,500		842,824
PT Bank Rakyat Indonesia Tbk	908,140		709,129
PT Global Mediacom Tbk	2,233,000		483,725
PT Indocement Tunggal Prakarsa Tbk	239,500		590,004
PT Jasa Marga Tbk	716,500		436,760
PT Kalbe Farma Tbk	3,507,000		508,826
PT Media Nusantara Citra Tbk	1,589,000		500,317
PT Mitra Adiperkasa Tbk	505,000		356,172
PT Semen Gresik (Persero) Tbk	344,000		592,687
PT Surya Citra Media Tbk	1,518,000		416,782
PT Tower Bersama Infrastructure Tbk (a)	923,000		483,589
PT United Tractors Tbk	11,500		21,088
TOTAL INDONESIA			6,819,992
Italy - 0.4%
Prada SpA	46,100		418,440
Korea (South) - 8.4%
Hotel Shilla Co.	5,602		299,126
Hyundai Mobis	3,794		906,654
Hyundai Motor Co.	7,731		1,526,033
LG Household & Health Care Ltd.	1,123		548,524
NHN Corp.	2,994		761,342
Samsung Electronics Co. Ltd.	4,058		4,767,011
TOTAL KOREA (SOUTH)			8,808,690
	Shares		Value
Malaysia - 1.2%
Bumiputra-Commerce Holdings Bhd	296,100		$ 775,980
Public Bank Bhd	95,600		512,570
TOTAL MALAYSIA			1,288,550
Mexico - 6.5%
Alsea S.A.B. de CV	163,885		390,062
Banregio Grupo Financiero SA	81,271		432,339
Bolsa Mexicana de Valores SA de CV	158,717		393,686
Coca-Cola FEMSA S.A.B. de CV Series L	47,300		666,054
Fomento Economico Mexicano S.A.B. de CV unit	111,600		1,156,786
Grupo Aeroportuario del Pacifico SA de CV Series B	82,400		417,359
Grupo Aeroportuario del Sureste SA de CV Series B	40,000		445,242
Grupo Financiero Banorte S.A.B. de CV Series O	134,200		794,587
Grupo Mexico SA de CV Series B	267,700		774,334
Grupo Televisa SA de CV	170,700		853,009
Mexichem S.A.B. de CV	135,080		562,840
TOTAL MEXICO			6,886,298
Netherlands - 1.2%
ASML Holding NV (Netherlands)	5,121		404,256
Heineken NV (Bearer)	6,000		382,295
Yandex NV (a)	16,800		464,184
TOTAL NETHERLANDS			1,250,735
Nigeria - 0.8%
Guaranty Trust Bank PLC GDR (Reg. S)	67,033		449,791
Nigerian Breweries PLC (a)	401,361		385,482
TOTAL NIGERIA			835,273
Panama - 0.4%
Copa Holdings SA Class A	3,000		393,360
Philippines - 3.2%
Alliance Global Group, Inc.	815,500		442,754
Ayala Corp.	34,260		461,039
International Container Terminal Services, Inc.	220,330		444,750
Metropolitan Bank & Trust Co.	178,650		460,096
Security Bank Corp.	115,530		405,293
SM Investments Corp.	24,380		605,258
SM Prime Holdings, Inc.	1,413,100		534,421
TOTAL PHILIPPINES			3,353,611
Russia - 2.9%
Magnit OJSC GDR (Reg. S)	15,900		909,480
NOVATEK OAO GDR (Reg. S)	6,700		800,650
Sberbank (Savings Bank of the Russian Federation) (a)	484,700		1,379,325
TOTAL RUSSIA			3,089,455
Common Stocks - continued
	Shares		Value
South Africa - 6.9%
Aspen Pharmacare Holdings Ltd.	29,902		$ 686,880
Barloworld Ltd.	51,686		426,139
Bidvest Group Ltd.	28,000		693,836
Clicks Group Ltd.	76,322		428,358
Discovery Ltd.	65,137		553,909
Imperial Holdings Ltd.	27,538		584,633
Life Healthcare Group Holdings Ltd.	154,300		585,354
Mr Price Group Ltd.	38,813		528,891
Nampak Ltd.	135,100		448,964
Naspers Ltd. Class N	17,600		1,299,741
Shoprite Holdings Ltd.	35,727		670,443
Wilson Bayly Holmes-Ovcon Ltd.	20,093		313,010
TOTAL SOUTH AFRICA			7,220,158
Sweden - 0.3%
Atlas Copco AB (A Shares)	15,000		362,357
Switzerland - 2.0%
Compagnie Financiere Richemont SA Series A	3,359		297,120
Nestle SA	4,588		301,066
Schindler Holding AG (Reg.)	2,870		388,926
SGS SA (Reg.)	130		279,255
Swatch Group AG (Bearer)	750		410,513
Syngenta AG (Switzerland)	1,062		414,136
TOTAL SWITZERLAND			2,091,016
Taiwan - 2.9%
Taiwan Semiconductor Manufacturing Co. Ltd.	840,000		3,040,982
Thailand - 2.7%
Airports of Thailand PCL (For. Reg.)	93,800		509,766
BEC World PCL (For. Reg.)	172,100		326,105
Kasikornbank PCL (For. Reg.)	126,600		800,310
Siam Commercial Bank PCL (For. Reg.)	134,400		745,583
Thai Beverage PCL	911,000		424,055
TOTAL THAILAND			2,805,819
Togo - 0.4%
Ecobank Transnational, Inc.	4,843,906		444,067
Turkey - 2.6%
Coca-Cola Icecek A/S	17,115		492,499
Enka Insaat ve Sanayi A/S	176,475		443,772
Koc Holding A/S	104,000		499,321
Tupras Turkiye Petrol Rafinelleri A/S	21,000		512,832
Turkiye Garanti Bankasi A/S	169,000		737,792
TOTAL TURKEY			2,686,216
United Kingdom - 3.0%
Aggreko PLC	15,713		392,416
	Shares		Value
British American Tobacco PLC (United Kingdom)	7,800		$ 400,059
Burberry Group PLC	19,600		402,741
Diageo PLC	9,982		286,247
InterContinental Hotel Group PLC	10,938		300,601
Intertek Group PLC	7,242		321,960
Prudential PLC	25,541		416,900
Standard Chartered PLC (United Kingdom)	17,143		372,071
Unilever PLC	7,600		307,665
TOTAL UNITED KINGDOM			3,200,660
United States of America - 4.3%
American Tower Corp.	5,480		400,972
Colgate-Palmolive Co.	7,200		412,488
FMC Corp.	6,400		390,784
Google, Inc. Class A (a)	450		396,167
MasterCard, Inc. Class A	680		390,660
Mead Johnson Nutrition Co. Class A	5,242		415,324
Philip Morris International, Inc.	4,500		389,790
Southern Copper Corp.	18,500		510,970
Visa, Inc. Class A	2,300		420,325
Yahoo!, Inc. (a)	13,000		326,430
Yum! Brands, Inc.	6,065		420,547
TOTAL UNITED STATES OF AMERICA			4,474,457
TOTAL COMMON STOCKS (Cost $92,603,782)		101,589,522
Nonconvertible Preferred Stocks - 1.1%
Brazil - 0.4%
Marcopolo SA (PN)	69,200		396,341
Colombia - 0.7%
Banco Davivienda SA	35,255		424,891
Grupo Aval Acciones Y Val SA	536,234		383,685
TOTAL COLOMBIA			808,576
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $1,313,375)		1,204,917
Money Market Funds - 0.8%
	Shares		Value
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c) (Cost $787,250)	787,250		$ 787,250
TOTAL INVESTMENT PORTFOLIO - 98.6% (Cost $94,704,407)			103,581,689
NET OTHER ASSETS (LIABILITIES) - 1.4%			1,505,819
NET ASSETS - 100%		$ 105,087,508

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(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 $464,664 or 0.4% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 963
Fidelity Securities Lending Cash Central Fund	8,273
Total	$ 9,236

Other Information

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

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 20,126,492	$ 18,500,146	$ 1,626,346	$ -
Consumer Staples	14,091,211	12,796,174	1,295,037	-
Energy	3,619,623	3,619,623	-	-
Financials	23,698,559	22,344,430	1,354,129	-
Health Care	4,043,678	4,043,678	-	-
Industrials	14,104,150	14,104,150	-	-
Information Technology	16,795,988	12,971,322	3,824,666	-
Materials	5,308,679	4,894,543	414,136	-
Telecommunication Services	483,589	483,589	-	-
Utilities	522,470	522,470	-	-
Money Market Funds	787,250	787,250	-	-
Total Investments in Securities:	$ 103,581,689	$ 95,067,375	$ 8,514,314	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 45,614,243

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $754,165) - See accompanying schedule: Unaffiliated issuers (cost $93,917,157)	$ 102,794,439
Fidelity Central Funds (cost $787,250)	787,250
Total Investments (cost $94,704,407)		$ 103,581,689
Foreign currency held at value (cost $741,944)		747,931
Receivable for investments sold		18,302,216
Receivable for fund shares sold		136,389
Dividends receivable		210,492
Distributions receivable from Fidelity Central Funds		1,667
Other receivables		7,799
Total assets		122,988,183
Liabilities
Payable to custodian bank	$ 119,340
Payable for investments purchased	9,263,801
Payable for fund shares redeemed	20,498
Accrued management fee	70,532
Distribution and service plan fees payable	1,015
Notes payable to affiliates	7,559,000
Other affiliated payables	15,624
Other payables and accrued expenses	63,615
Collateral on securities loaned, at value	787,250
Total liabilities		17,900,675
Net Assets		$ 105,087,508
Net Assets consist of:
Paid in capital		$ 102,006,443
Undistributed net investment income		593,835
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(6,416,689)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		8,903,919
Net Assets		$ 105,087,508

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($45,745,822 ÷ 5,458,010 shares)		$ 8.38
Service Class: Net Asset Value, offering price and redemption price per share ($79,266 ÷ 9,432 shares)		$ 8.40
Service Class 2: Net Asset Value, offering price and redemption price per share ($4,819,954 ÷ 574,232 shares)		$ 8.39
Initial Class R: Net Asset Value, offering price and redemption price per share ($9,598,412 ÷ 1,144,989 shares)		$ 8.38
Service Class 2R: Net Asset Value, offering price and redemption price per share ($78,767 ÷ 9,354 shares)		$ 8.42
Investor Class R: Net Asset Value, offering price and redemption price per share ($44,765,287 ÷ 5,363,935 shares)		$ 8.35

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 1,296,724
Income from Fidelity Central Funds		9,236
Income before foreign taxes withheld		1,305,960
Less foreign taxes withheld		(105,317)
Total income		1,200,643
Expenses
Management fee	$ 444,409
Transfer agent fees	62,398
Distribution and service plan fees	5,784
Accounting and security lending fees	28,682
Custodian fees and expenses	36,665
Independent trustees' compensation	335
Audit	51,017
Legal	391
Interest	198
Miscellaneous	447
Total expenses before reductions	630,326
Expense reductions	(26,379)	603,947
Net investment income (loss)		596,696
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,160,604
Foreign currency transactions	(63,096)
Total net realized gain (loss)		1,097,508
Change in net unrealized appreciation (depreciation) on: Investment securities	(6,365,825)
Assets and liabilities in foreign currencies	27,111
Total change in net unrealized appreciation (depreciation)		(6,338,714)
Net gain (loss)		(5,241,206)
Net increase (decrease) in net assets resulting from operations		$ (4,644,510)

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 596,696	$ 1,294,334
Net realized gain (loss)	1,097,508	(56,334)
Change in net unrealized appreciation (depreciation)	(6,338,714)	11,501,487
Net increase (decrease) in net assets resulting from operations	(4,644,510)	12,739,487
Distributions to shareholders from net investment income	-	(1,007,988)
Distributions to shareholders from net realized gain	-	(91,285)
Distributions to shareholders from tax return of capital	-	(106,326)
Total distributions	-	(1,205,599)
Share transactions - net increase (decrease)	2,227,384	7,291,850
Redemption fees	7,143	6,318
Total increase (decrease) in net assets	(2,409,983)	18,832,056
Net Assets
Beginning of period	107,497,491	88,665,435
End of period (including undistributed net investment income of $593,835 and distributions in excess of net investment income of $2,861, respectively)	$ 105,087,508	$ 107,497,491

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.75	$ 7.74	$ 9.91	$ 8.51	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.13	.09	.04	.13
Net realized and unrealized gain (loss)	(.42)	1.00	(2.22)	1.43	3.64	(5.19)
Total from investment operations	(.37)	1.11	(2.09)	1.52	3.68	(5.06)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.38	$ 8.75	$ 7.74	$ 9.91	$ 8.51	$ 4.88
Total Return B, C, D	(4.23)%	14.37%	(21.01)%	17.89%	75.40%	(50.45)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.09% A	1.38%	1.31%	1.33%	2.85%	3.92% A
Expenses net of fee waivers, if any	1.09% A	1.10%	1.10%	1.10%	1.10%	1.10% A
Expenses net of all reductions	1.05% A	1.05%	1.02%	1.04%	1.02%	1.02% A
Net investment income (loss)	1.13% A	1.36%	1.46%	1.05%	.60%	1.54% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,746	$ 44,979	$ 29,478	$ 18,478	$ 250	$ 516
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.77	$ 7.76	$ 9.94	$ 8.54	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.10	.12	.08	.03	.12
Net realized and unrealized gain (loss)	(.42)	1.00	(2.23)	1.43	3.65	(5.19)
Total from investment operations	(.37)	1.10	(2.11)	1.51	3.68	(5.07)
Distributions from net investment income	-	(.07)	(.08)	(.07)	- J	(.07)
Distributions from net realized gain	-	(.01)	-	(.04)	(.02)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.09)	(.08)	(.11)	(.02)	(.07)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.40	$ 8.77	$ 7.76	$ 9.94	$ 8.54	$ 4.88
Total Return B, C, D	(4.22)%	14.22%	(21.15)%	17.70%	75.49%	(50.53)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.19% A	1.47%	1.40%	1.48%	3.02%	4.02% A
Expenses net of fee waivers, if any	1.19% A	1.20%	1.20%	1.20%	1.20%	1.20% A
Expenses net of all reductions	1.14% A	1.15%	1.12%	1.14%	1.12%	1.12% A
Net investment income (loss)	1.03% A	1.26%	1.35%	.95%	.50%	1.44% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 79	$ 83	$ 72	$ 102	$ 118	$ 396
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.77	$ 7.76	$ 9.95	$ 8.56	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.04	.09	.11	.07	.02	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.43	3.66	(5.19)
Total from investment operations	(.38)	1.09	(2.13)	1.50	3.68	(5.08)
Distributions from net investment income	-	(.06)	(.07)	(.07)	-	(.06)
Distributions from net realized gain	-	(.01)	-	(.04)	-	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.08)	(.07)	(.11)	-	(.06)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.39	$ 8.77	$ 7.76	$ 9.95	$ 8.56	$ 4.88
Total Return B, C, D	(4.33)%	14.10%	(21.30)%	17.57%	75.41%	(50.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.34% A	1.63%	1.54%	1.59%	3.17%	4.17% A
Expenses net of fee waivers, if any	1.34% A	1.35%	1.35%	1.35%	1.35%	1.35% A
Expenses net of all reductions	1.29% A	1.30%	1.27%	1.30%	1.27%	1.27% A
Net investment income (loss)	.88% A	1.11%	1.21%	.80%	.35%	1.29% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,820	$ 4,042	$ 2,249	$ 1,348	$ 117	$ 395
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

Financial Highlights - Initial Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.75	$ 7.74	$ 9.92	$ 8.51	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.14	.09	.04	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.44	3.63	(5.16)
Total from investment operations	(.37)	1.11	(2.10)	1.53	3.67	(5.05)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	.01	.01
Net asset value, end of period	$ 8.38	$ 8.75	$ 7.74	$ 9.92	$ 8.51	$ 4.88
Total Return B, C, D	(4.23)%	14.37%	(21.09)%	18.01%	75.40%	(50.45)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.10% A	1.37%	1.30%	1.35%	2.03%	3.71% A
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10% A
Expenses net of all reductions	1.05% A	1.05%	1.02%	1.04%	1.02%	1.02% A
Net investment income (loss)	1.12% A	1.36%	1.46%	1.05%	.60%	1.54% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,598	$ 11,344	$ 14,870	$ 30,649	$ 31,314	$ 3,158
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.80	$ 7.79	$ 9.97	$ 8.56	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.04	.09	.11	.07	.02	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.43	3.66	(5.19)
Total from investment operations	(.38)	1.09	(2.13)	1.50	3.68	(5.08)
Distributions from net investment income	-	(.06)	(.06)	(.06)	-	(.06)
Distributions from net realized gain	-	(.01)	-	(.04)	-	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.08)	(.06)	(.09) K	-	(.06)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.42	$ 8.80	$ 7.79	$ 9.97	$ 8.56	$ 4.88
Total Return B, C, D	(4.32)%	14.00%	(21.24)%	17.60%	75.41%	(50.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.34% A	1.62%	1.56%	1.63%	3.17%	4.17% A
Expenses net of fee waivers, if any	1.34% A	1.35%	1.35%	1.35%	1.35%	1.35% A
Expenses net of all reductions	1.29% A	1.30%	1.27%	1.29%	1.27%	1.27% A
Net investment income (loss)	.88% A	1.10%	1.20%	.80%	.35%	1.29% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 79	$ 82	$ 72	$ 102	$ 117	$ 395
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.09 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.037 per share.

Financial Highlights - Investor Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.71	$ 7.72	$ 9.89	$ 8.50	$ 4.87	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.13	.08	.04	.10
Net realized and unrealized gain (loss)	(.41)	.98	(2.22)	1.43	3.63	(5.16)
Total from investment operations	(.36)	1.09	(2.09)	1.51	3.67	(5.06)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	.01	.01
Net asset value, end of period	$ 8.35	$ 8.71	$ 7.72	$ 9.89	$ 8.50	$ 4.87
Total Return B, C, D	(4.13)%	14.14%	(21.05)%	17.79%	75.56%	(50.55)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.18% A	1.46%	1.38%	1.42%	2.07%	3.81% A
Expenses net of fee waivers, if any	1.18% A	1.18%	1.18%	1.18%	1.18%	1.18% A
Expenses net of all reductions	1.13% A	1.13%	1.10%	1.12%	1.10%	1.10% A
Net investment income (loss)	1.05% A	1.28%	1.37%	.97%	.52%	1.46% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,765	$ 46,967	$ 41,924	$ 53,089	$ 40,070	$ 3,377
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Emerging Markets 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, Initial Class R shares, Service Class 2R shares, and Investor Class R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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. 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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), contingent interest, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

For the period December 31, 2012, the Fund's distributions exceeded the aggregate amount of taxable income and net realized gains resulting in a return of capital for tax purposes. This was due to reductions in taxable income available for distribution after certain distributions had been made.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 12,645,408
Gross unrealized depreciation	(5,048,967)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,596,441
Tax cost	$ 95,985,248

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (773,916)
2017	(2,824,257)
Total with expiration	(3,598,173)
No expiration
Short-term	(3,666,886)
Total capital loss carryforward	$ (7,265,059)

Trading (Redemption) Fees. Initial Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund 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 is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $79,281,556 and $77,619,129, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .55% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .80% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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 and Service Class 2R'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	$ 42
Service Class 2	5,638
Service Class 2R	104
	$ 5,784

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class R pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 17,835
Service Class	29
Service Class 2	1,587
Initial Class R	4,724
Service Class 2R	29
Investor Class R	38,194
	$ 62,398

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $248 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's 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
Borrower	$ 7,559,000	.31%	$ 198

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $138 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $8,273. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $26,379 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 423,228
Service Class	-	707
Service Class 2	-	29,964
Initial Class R	-	107,482
Service Class 2R	-	581
Investor Class R	-	446,026
Total	$ -	$ 1,007,988

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended June 30, 2013	Year ended December 31, 2012
From net realized gain
Initial Class	$ -	$ 38,030
Service Class	-	70
Service Class 2	-	3,378
Initial Class R	-	9,658
Service Class 2R	-	70
Investor Class R	-	40,079
Total	$ -	$ 91,285
Tax Return of Capital
Initial Class	$ -	$ 44,296
Service Class	-	82
Service Class 2	-	3,935
Initial Class R	-	11,249
Service Class 2R	-	82
Investor Class R	-	46,682
Total	$ -	$ 106,326

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	698,554	1,795,123	$ 6,116,165	$ 14,860,844
Reinvestment of distributions	-	58,922	-	505,554
Shares redeemed	(383,371)	(520,087)	(3,403,261)	(4,326,747)
Net increase (decrease)	315,183	1,333,958	$ 2,712,904	$ 11,039,651
Service Class
Reinvestment of distributions	-	100	-	858
Service Class 2
Shares sold	145,912	205,197	$ 1,300,915	$ 1,709,550
Reinvestment of distributions	-	4,330	-	37,277
Shares redeemed	(32,584)	(38,252)	(289,917)	(320,023)
Net increase (decrease)	113,328	171,275	$ 1,010,998	$ 1,426,804
Initial Class R
Shares sold	146,086	305,108	$ 1,298,710	$ 2,561,953
Reinvestment of distributions	-	14,964	-	128,390
Shares redeemed	(297,876)	(944,184)	(2,654,693)	(7,798,843)
Net increase (decrease)	(151,790)	(624,112)	$ (1,355,983)	$ (5,108,500)
Service Class 2R
Reinvestment of distributions	-	85	-	733
Investor Class R
Shares sold	870,467	1,502,832	$ 7,687,336	$ 12,517,464
Reinvestment of distributions	-	62,314	-	532,787
Shares redeemed	(897,520)	(1,607,620)	(7,827,871)	(13,117,947)
Net increase (decrease)	(27,053)	(42,474)	$ (140,535)	$ (67,696)

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Other - continued

At the end of the period, VIP Freedom 2020 Portfolio was the owner of record of approximately 21% of the total outstanding shares of the fund. The VIP Freedom Funds and VIP Investor Freedom Funds were the owners of record, in the aggregate, of approximately 59% of the total outstanding shares of the Fund. In addition, FMR or its affiliates were the owners of record of 35% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPEM-SANN-0813
1.858138.105

Fidelity® Variable Insurance Products:

Emerging Markets Portfolio - Class R

Semiannual Report

June 30, 2013

(Fidelity Cover Art)

Contents

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.

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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

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-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q 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.advisor.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.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including 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 the 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 (January 1, 2013 to June 30, 2013).

Actual Expenses

The first line of the accompanying table for each class of the Fund 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 of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' 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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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 RatioB	Beginning Account Value January 1, 2013	Ending Account Value June 30, 2013	Expenses Paid During Period* January 1, 2013 to June 30, 2013
Initial Class	1.09%
Actual		$ 1,000.00	$ 957.70	$ 5.29
HypotheticalA		$ 1,000.00	$ 1,019.39	$ 5.46
Service Class	1.19%
Actual		$ 1,000.00	$ 957.80	$ 5.78
HypotheticalA		$ 1,000.00	$ 1,018.89	$ 5.96
Service Class 2	1.34%
Actual		$ 1,000.00	$ 956.70	$ 6.50
HypotheticalA		$ 1,000.00	$ 1,018.15	$ 6.71
Initial Class R	1.10%
Actual		$ 1,000.00	$ 957.70	$ 5.34
HypotheticalA		$ 1,000.00	$ 1,019.34	$ 5.51
Service Class 2R	1.34%
Actual		$ 1,000.00	$ 956.80	$ 6.50
HypotheticalA		$ 1,000.00	$ 1,018.15	$ 6.71
Investor Class R	1.18%
Actual		$ 1,000.00	$ 958.70	$ 5.73
HypotheticalA		$ 1,000.00	$ 1,018.94	$ 5.91

^A 5% return per year before expenses

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

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)
As of June 30, 2013
	Brazil	12.4%
	India	9.1%
	Cayman Islands	8.5%
	Korea (South)	8.4%
	South Africa	6.9%
	Mexico	6.5%
	Indonesia	6.5%
	United States of America*	6.5%
	Philippines	3.2%
	Other	32.0%

* Includes short term investments and net other assets.

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

As of December 31, 2012
	Brazil	12.5%
	Korea (South)	10.7%
	India	8.8%
	United States of America*	7.5%
	Indonesia	6.6%
	South Africa	6.0%
	Cayman Islands	5.6%
	Mexico	4.0%
	Russia	3.6%
	Other	34.7%

* Includes short term investments and net other assets.

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

Asset Allocation
	% of fund's net assets	% of fund's net assets 6 months ago
Stocks	97.8	98.9
Short-Term Investments and Net Other Assets (Liabilities)	2.2	1.1
Top Ten Stocks as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)	4.5	5.1
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)	2.9	2.5
Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)	1.5	1.3
Hyundai Motor Co. (Korea (South), Automobiles)	1.5	1.4
Itau Unibanco Holding SA sponsored ADR (Brazil, Commercial Banks)	1.4	1.5
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR (Brazil, Beverages)	1.3	1.3
Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)	1.3	1.4
Naspers Ltd. Class N (South Africa, Media)	1.2	1.1
Fomento Economico Mexicano S.A.B. de CV unit (Mexico, Beverages)	1.1	0.9
Housing Development Finance Corp. Ltd. (India, Thrifts & Mortgage Finance)	1.0	1.0
	17.7
Market Sectors as of June 30, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.4	20.0
Consumer Discretionary	19.3	18.8
Information Technology	16.0	15.2
Industrials	13.4	12.4
Consumer Staples	13.4	14.4
Materials	5.0	9.7
Health Care	3.9	2.0
Energy	3.5	5.0
Utilities	0.5	0.0
Telecommunication Services	0.4	0.5

Semiannual Report

Investments June 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.7%
	Shares		Value
Austria - 0.4%
Andritz AG	7,900		$ 405,409
Bailiwick of Jersey - 0.4%
WPP PLC	24,000		410,228
Bermuda - 2.6%
Brilliance China Automotive Holdings Ltd. (a)	496,000		556,366
Cosan Ltd. Class A	26,200		423,392
Credicorp Ltd. (NY Shares)	5,236		669,999
Jardine Matheson Holdings Ltd.	6,400		387,200
Kunlun Energy Co. Ltd.	406,000		720,284
TOTAL BERMUDA			2,757,241
Brazil - 12.0%
Anhanguera Educacional Participacoes SA	78,700		460,628
BM&F Bovespa SA	136,100		749,622
BR Malls Participacoes SA	65,500		585,621
Brasil Insurance Participacoes e Administracao SA	37,800		371,673
BTG Pactual Participations Ltd. unit	32,800		399,977
CCR SA	85,100		677,337
Cielo SA	28,380		711,487
Companhia Brasileira de Distribuicao Grupo Pao de Acucar sponsored ADR (d)	14,100		640,986
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	37,238		1,390,839
Iguatemi Empresa de Shopping Centers SA	46,600		458,617
Itau Unibanco Holding SA sponsored ADR	115,108		1,487,195
Linx SA	13,300		222,566
Localiza Rent A Car SA	34,010		481,034
Multiplan Empreendimentos Imobiliarios SA	22,600		526,778
Multiplus SA	29,500		435,622
Odontoprev SA	87,900		362,417
Qualicorp SA (a)	64,900		494,163
Smiles SA	26,600		290,396
Souza Cruz SA	53,600		662,268
Tegma Gestao Logistica SA	12,700		143,486
Ultrapar Participacoes SA	28,900		692,144
Weg SA	31,400		396,695
TOTAL BRAZIL			12,641,551
British Virgin Islands - 0.4%
Mail.Ru Group Ltd. GDR (e)	15,400		441,364
Canada - 0.0%
Ivanplats Ltd. (e)	16,016		23,300
Cayman Islands - 8.5%
51job, Inc. sponsored ADR (a)	5,355		361,516
Baidu.com, Inc. sponsored ADR (a)	4,657		440,226
Baoxin Auto Group Ltd.	541,000		346,667
	Shares		Value
Biostime International Holdings Ltd.	70,000		$ 392,597
Cimc Enric Holdings Ltd.	280,000		435,376
ENN Energy Holdings Ltd.	98,000		522,470
Eurasia Drilling Co. Ltd. GDR (Reg. S)	12,599		470,321
Golden Eagle Retail Group Ltd. (H Shares)	297,000		396,712
Greatview Aseptic Pack Co. Ltd.	866,000		535,943
Haitian International Holdings Ltd.	260,000		380,142
Hengdeli Holdings Ltd.	1,622,000		370,155
New Oriental Education & Technology Group, Inc. sponsored ADR	20,100		445,215
Sands China Ltd.	82,400		388,306
Shenzhou International Group Holdings Ltd.	154,000		442,777
SINA Corp. (a)	8,500		473,705
Sino Biopharmaceutical Ltd.	696,000		451,374
SouFun Holdings Ltd. ADR	17,689		439,041
Tencent Holdings Ltd.	40,900		1,604,139
TOTAL CAYMAN ISLANDS			8,896,682
China - 1.9%
China Pacific Insurance Group Co. Ltd. (H Shares)	210,000		670,122
Dongfeng Motor Group Co. Ltd. (H Shares)	376,000		502,235
Ping An Insurance (Group) Co. of China Ltd. (H Shares)	117,500		790,802
TOTAL CHINA			1,963,159
Colombia - 1.1%
Almacenes Exito SA	34,558		575,462
Grupo de Inversiones Suramerica	29,275		569,753
TOTAL COLOMBIA			1,145,215
Finland - 0.8%
Kone Oyj (B Shares)	5,200		413,222
Nokian Tyres PLC	10,000		407,547
TOTAL FINLAND			820,769
France - 1.7%
Bureau Veritas SA	14,400		372,907
LVMH Moet Hennessy - Louis Vuitton SA	1,789		289,917
Pernod Ricard SA (d)	3,400		377,018
PPR SA	1,800		365,855
PPR SA rights 10/1/13 (a)	1,800		4,693
Sanofi SA sponsored ADR	7,900		406,929
TOTAL FRANCE			1,817,319
Germany - 0.4%
SAP AG	5,196		379,428
Hong Kong - 0.8%
AIA Group Ltd.	100,200		424,387
Galaxy Entertainment Group Ltd. (a)	84,000		411,550
TOTAL HONG KONG			835,937
Common Stocks - continued
	Shares		Value
India - 9.1%
Amara Raja Batteries Ltd.	15,272		$ 65,877
Asian Paints India Ltd.	5,967		464,717
Axis Bank Ltd.	6,961		154,951
Bajaj Auto Ltd.	15,924		514,622
Colgate-Palmolive (India)	9,474		215,935
CRISIL Ltd.	22,331		416,327
Cummins India Ltd.	54,723		418,973
HDFC Bank Ltd.	83,808		937,229
Housing Development Finance Corp. Ltd. (a)	71,398		1,054,246
ITC Ltd.	143,299		780,727
Larsen & Toubro Ltd.	20,960		495,684
Mahindra & Mahindra Ltd.	31,563		514,589
Maruti Suzuki India Ltd.	15,478		400,120
Sun Pharmaceutical Industries Ltd.	32,236		547,735
Sun TV Ltd.	64,539		411,520
Tata Consultancy Services Ltd.	32,245		822,279
Tata Motors Ltd.	109,961		515,397
Titan Industries Ltd.	99,113		372,092
United Spirits Ltd. (a)	13,148		478,764
TOTAL INDIA			9,581,784
Indonesia - 6.5%
PT Astra International Tbk	1,245,000		878,089
PT Bank Central Asia Tbk	836,500		842,824
PT Bank Rakyat Indonesia Tbk	908,140		709,129
PT Global Mediacom Tbk	2,233,000		483,725
PT Indocement Tunggal Prakarsa Tbk	239,500		590,004
PT Jasa Marga Tbk	716,500		436,760
PT Kalbe Farma Tbk	3,507,000		508,826
PT Media Nusantara Citra Tbk	1,589,000		500,317
PT Mitra Adiperkasa Tbk	505,000		356,172
PT Semen Gresik (Persero) Tbk	344,000		592,687
PT Surya Citra Media Tbk	1,518,000		416,782
PT Tower Bersama Infrastructure Tbk (a)	923,000		483,589
PT United Tractors Tbk	11,500		21,088
TOTAL INDONESIA			6,819,992
Italy - 0.4%
Prada SpA	46,100		418,440
Korea (South) - 8.4%
Hotel Shilla Co.	5,602		299,126
Hyundai Mobis	3,794		906,654
Hyundai Motor Co.	7,731		1,526,033
LG Household & Health Care Ltd.	1,123		548,524
NHN Corp.	2,994		761,342
Samsung Electronics Co. Ltd.	4,058		4,767,011
TOTAL KOREA (SOUTH)			8,808,690
	Shares		Value
Malaysia - 1.2%
Bumiputra-Commerce Holdings Bhd	296,100		$ 775,980
Public Bank Bhd	95,600		512,570
TOTAL MALAYSIA			1,288,550
Mexico - 6.5%
Alsea S.A.B. de CV	163,885		390,062
Banregio Grupo Financiero SA	81,271		432,339
Bolsa Mexicana de Valores SA de CV	158,717		393,686
Coca-Cola FEMSA S.A.B. de CV Series L	47,300		666,054
Fomento Economico Mexicano S.A.B. de CV unit	111,600		1,156,786
Grupo Aeroportuario del Pacifico SA de CV Series B	82,400		417,359
Grupo Aeroportuario del Sureste SA de CV Series B	40,000		445,242
Grupo Financiero Banorte S.A.B. de CV Series O	134,200		794,587
Grupo Mexico SA de CV Series B	267,700		774,334
Grupo Televisa SA de CV	170,700		853,009
Mexichem S.A.B. de CV	135,080		562,840
TOTAL MEXICO			6,886,298
Netherlands - 1.2%
ASML Holding NV (Netherlands)	5,121		404,256
Heineken NV (Bearer)	6,000		382,295
Yandex NV (a)	16,800		464,184
TOTAL NETHERLANDS			1,250,735
Nigeria - 0.8%
Guaranty Trust Bank PLC GDR (Reg. S)	67,033		449,791
Nigerian Breweries PLC (a)	401,361		385,482
TOTAL NIGERIA			835,273
Panama - 0.4%
Copa Holdings SA Class A	3,000		393,360
Philippines - 3.2%
Alliance Global Group, Inc.	815,500		442,754
Ayala Corp.	34,260		461,039
International Container Terminal Services, Inc.	220,330		444,750
Metropolitan Bank & Trust Co.	178,650		460,096
Security Bank Corp.	115,530		405,293
SM Investments Corp.	24,380		605,258
SM Prime Holdings, Inc.	1,413,100		534,421
TOTAL PHILIPPINES			3,353,611
Russia - 2.9%
Magnit OJSC GDR (Reg. S)	15,900		909,480
NOVATEK OAO GDR (Reg. S)	6,700		800,650
Sberbank (Savings Bank of the Russian Federation) (a)	484,700		1,379,325
TOTAL RUSSIA			3,089,455
Common Stocks - continued
	Shares		Value
South Africa - 6.9%
Aspen Pharmacare Holdings Ltd.	29,902		$ 686,880
Barloworld Ltd.	51,686		426,139
Bidvest Group Ltd.	28,000		693,836
Clicks Group Ltd.	76,322		428,358
Discovery Ltd.	65,137		553,909
Imperial Holdings Ltd.	27,538		584,633
Life Healthcare Group Holdings Ltd.	154,300		585,354
Mr Price Group Ltd.	38,813		528,891
Nampak Ltd.	135,100		448,964
Naspers Ltd. Class N	17,600		1,299,741
Shoprite Holdings Ltd.	35,727		670,443
Wilson Bayly Holmes-Ovcon Ltd.	20,093		313,010
TOTAL SOUTH AFRICA			7,220,158
Sweden - 0.3%
Atlas Copco AB (A Shares)	15,000		362,357
Switzerland - 2.0%
Compagnie Financiere Richemont SA Series A	3,359		297,120
Nestle SA	4,588		301,066
Schindler Holding AG (Reg.)	2,870		388,926
SGS SA (Reg.)	130		279,255
Swatch Group AG (Bearer)	750		410,513
Syngenta AG (Switzerland)	1,062		414,136
TOTAL SWITZERLAND			2,091,016
Taiwan - 2.9%
Taiwan Semiconductor Manufacturing Co. Ltd.	840,000		3,040,982
Thailand - 2.7%
Airports of Thailand PCL (For. Reg.)	93,800		509,766
BEC World PCL (For. Reg.)	172,100		326,105
Kasikornbank PCL (For. Reg.)	126,600		800,310
Siam Commercial Bank PCL (For. Reg.)	134,400		745,583
Thai Beverage PCL	911,000		424,055
TOTAL THAILAND			2,805,819
Togo - 0.4%
Ecobank Transnational, Inc.	4,843,906		444,067
Turkey - 2.6%
Coca-Cola Icecek A/S	17,115		492,499
Enka Insaat ve Sanayi A/S	176,475		443,772
Koc Holding A/S	104,000		499,321
Tupras Turkiye Petrol Rafinelleri A/S	21,000		512,832
Turkiye Garanti Bankasi A/S	169,000		737,792
TOTAL TURKEY			2,686,216
United Kingdom - 3.0%
Aggreko PLC	15,713		392,416
	Shares		Value
British American Tobacco PLC (United Kingdom)	7,800		$ 400,059
Burberry Group PLC	19,600		402,741
Diageo PLC	9,982		286,247
InterContinental Hotel Group PLC	10,938		300,601
Intertek Group PLC	7,242		321,960
Prudential PLC	25,541		416,900
Standard Chartered PLC (United Kingdom)	17,143		372,071
Unilever PLC	7,600		307,665
TOTAL UNITED KINGDOM			3,200,660
United States of America - 4.3%
American Tower Corp.	5,480		400,972
Colgate-Palmolive Co.	7,200		412,488
FMC Corp.	6,400		390,784
Google, Inc. Class A (a)	450		396,167
MasterCard, Inc. Class A	680		390,660
Mead Johnson Nutrition Co. Class A	5,242		415,324
Philip Morris International, Inc.	4,500		389,790
Southern Copper Corp.	18,500		510,970
Visa, Inc. Class A	2,300		420,325
Yahoo!, Inc. (a)	13,000		326,430
Yum! Brands, Inc.	6,065		420,547
TOTAL UNITED STATES OF AMERICA			4,474,457
TOTAL COMMON STOCKS (Cost $92,603,782)		101,589,522
Nonconvertible Preferred Stocks - 1.1%
Brazil - 0.4%
Marcopolo SA (PN)	69,200		396,341
Colombia - 0.7%
Banco Davivienda SA	35,255		424,891
Grupo Aval Acciones Y Val SA	536,234		383,685
TOTAL COLOMBIA			808,576
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $1,313,375)		1,204,917
Money Market Funds - 0.8%
	Shares		Value
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c) (Cost $787,250)	787,250		$ 787,250
TOTAL INVESTMENT PORTFOLIO - 98.6% (Cost $94,704,407)			103,581,689
NET OTHER ASSETS (LIABILITIES) - 1.4%			1,505,819
NET ASSETS - 100%		$ 105,087,508

Legend

(a) Non-income producing

(b) 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 are available on the SEC's website or upon request.

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

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

(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 $464,664 or 0.4% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 963
Fidelity Securities Lending Cash Central Fund	8,273
Total	$ 9,236

Other Information

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

The following is a summary of the inputs used, as of June 30, 2013, 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 in the tables 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:
Consumer Discretionary	$ 20,126,492	$ 18,500,146	$ 1,626,346	$ -
Consumer Staples	14,091,211	12,796,174	1,295,037	-
Energy	3,619,623	3,619,623	-	-
Financials	23,698,559	22,344,430	1,354,129	-
Health Care	4,043,678	4,043,678	-	-
Industrials	14,104,150	14,104,150	-	-
Information Technology	16,795,988	12,971,322	3,824,666	-
Materials	5,308,679	4,894,543	414,136	-
Telecommunication Services	483,589	483,589	-	-
Utilities	522,470	522,470	-	-
Money Market Funds	787,250	787,250	-	-
Total Investments in Securities:	$ 103,581,689	$ 95,067,375	$ 8,514,314	$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 45,614,243

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2013 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $754,165) - See accompanying schedule: Unaffiliated issuers (cost $93,917,157)	$ 102,794,439
Fidelity Central Funds (cost $787,250)	787,250
Total Investments (cost $94,704,407)		$ 103,581,689
Foreign currency held at value (cost $741,944)		747,931
Receivable for investments sold		18,302,216
Receivable for fund shares sold		136,389
Dividends receivable		210,492
Distributions receivable from Fidelity Central Funds		1,667
Other receivables		7,799
Total assets		122,988,183
Liabilities
Payable to custodian bank	$ 119,340
Payable for investments purchased	9,263,801
Payable for fund shares redeemed	20,498
Accrued management fee	70,532
Distribution and service plan fees payable	1,015
Notes payable to affiliates	7,559,000
Other affiliated payables	15,624
Other payables and accrued expenses	63,615
Collateral on securities loaned, at value	787,250
Total liabilities		17,900,675
Net Assets		$ 105,087,508
Net Assets consist of:
Paid in capital		$ 102,006,443
Undistributed net investment income		593,835
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(6,416,689)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		8,903,919
Net Assets		$ 105,087,508

Statement of Assets and Liabilities - continued

	June 30, 2013 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($45,745,822 ÷ 5,458,010 shares)		$ 8.38
Service Class: Net Asset Value, offering price and redemption price per share ($79,266 ÷ 9,432 shares)		$ 8.40
Service Class 2: Net Asset Value, offering price and redemption price per share ($4,819,954 ÷ 574,232 shares)		$ 8.39
Initial Class R: Net Asset Value, offering price and redemption price per share ($9,598,412 ÷ 1,144,989 shares)		$ 8.38
Service Class 2R: Net Asset Value, offering price and redemption price per share ($78,767 ÷ 9,354 shares)		$ 8.42
Investor Class R: Net Asset Value, offering price and redemption price per share ($44,765,287 ÷ 5,363,935 shares)		$ 8.35

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2013 (Unaudited)
Investment Income
Dividends		$ 1,296,724
Income from Fidelity Central Funds		9,236
Income before foreign taxes withheld		1,305,960
Less foreign taxes withheld		(105,317)
Total income		1,200,643
Expenses
Management fee	$ 444,409
Transfer agent fees	62,398
Distribution and service plan fees	5,784
Accounting and security lending fees	28,682
Custodian fees and expenses	36,665
Independent trustees' compensation	335
Audit	51,017
Legal	391
Interest	198
Miscellaneous	447
Total expenses before reductions	630,326
Expense reductions	(26,379)	603,947
Net investment income (loss)		596,696
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,160,604
Foreign currency transactions	(63,096)
Total net realized gain (loss)		1,097,508
Change in net unrealized appreciation (depreciation) on: Investment securities	(6,365,825)
Assets and liabilities in foreign currencies	27,111
Total change in net unrealized appreciation (depreciation)		(6,338,714)
Net gain (loss)		(5,241,206)
Net increase (decrease) in net assets resulting from operations		$ (4,644,510)

Statement of Changes in Net Assets

	Six months ended June 30, 2013 (Unaudited)	Year ended December 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 596,696	$ 1,294,334
Net realized gain (loss)	1,097,508	(56,334)
Change in net unrealized appreciation (depreciation)	(6,338,714)	11,501,487
Net increase (decrease) in net assets resulting from operations	(4,644,510)	12,739,487
Distributions to shareholders from net investment income	-	(1,007,988)
Distributions to shareholders from net realized gain	-	(91,285)
Distributions to shareholders from tax return of capital	-	(106,326)
Total distributions	-	(1,205,599)
Share transactions - net increase (decrease)	2,227,384	7,291,850
Redemption fees	7,143	6,318
Total increase (decrease) in net assets	(2,409,983)	18,832,056
Net Assets
Beginning of period	107,497,491	88,665,435
End of period (including undistributed net investment income of $593,835 and distributions in excess of net investment income of $2,861, respectively)	$ 105,087,508	$ 107,497,491

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.75	$ 7.74	$ 9.91	$ 8.51	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.13	.09	.04	.13
Net realized and unrealized gain (loss)	(.42)	1.00	(2.22)	1.43	3.64	(5.19)
Total from investment operations	(.37)	1.11	(2.09)	1.52	3.68	(5.06)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.38	$ 8.75	$ 7.74	$ 9.91	$ 8.51	$ 4.88
Total Return B, C, D	(4.23)%	14.37%	(21.01)%	17.89%	75.40%	(50.45)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.09% A	1.38%	1.31%	1.33%	2.85%	3.92% A
Expenses net of fee waivers, if any	1.09% A	1.10%	1.10%	1.10%	1.10%	1.10% A
Expenses net of all reductions	1.05% A	1.05%	1.02%	1.04%	1.02%	1.02% A
Net investment income (loss)	1.13% A	1.36%	1.46%	1.05%	.60%	1.54% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,746	$ 44,979	$ 29,478	$ 18,478	$ 250	$ 516
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.77	$ 7.76	$ 9.94	$ 8.54	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.10	.12	.08	.03	.12
Net realized and unrealized gain (loss)	(.42)	1.00	(2.23)	1.43	3.65	(5.19)
Total from investment operations	(.37)	1.10	(2.11)	1.51	3.68	(5.07)
Distributions from net investment income	-	(.07)	(.08)	(.07)	- J	(.07)
Distributions from net realized gain	-	(.01)	-	(.04)	(.02)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.09)	(.08)	(.11)	(.02)	(.07)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.40	$ 8.77	$ 7.76	$ 9.94	$ 8.54	$ 4.88
Total Return B, C, D	(4.22)%	14.22%	(21.15)%	17.70%	75.49%	(50.53)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.19% A	1.47%	1.40%	1.48%	3.02%	4.02% A
Expenses net of fee waivers, if any	1.19% A	1.20%	1.20%	1.20%	1.20%	1.20% A
Expenses net of all reductions	1.14% A	1.15%	1.12%	1.14%	1.12%	1.12% A
Net investment income (loss)	1.03% A	1.26%	1.35%	.95%	.50%	1.44% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 79	$ 83	$ 72	$ 102	$ 118	$ 396
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.77	$ 7.76	$ 9.95	$ 8.56	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.04	.09	.11	.07	.02	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.43	3.66	(5.19)
Total from investment operations	(.38)	1.09	(2.13)	1.50	3.68	(5.08)
Distributions from net investment income	-	(.06)	(.07)	(.07)	-	(.06)
Distributions from net realized gain	-	(.01)	-	(.04)	-	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.08)	(.07)	(.11)	-	(.06)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.39	$ 8.77	$ 7.76	$ 9.95	$ 8.56	$ 4.88
Total Return B, C, D	(4.33)%	14.10%	(21.30)%	17.57%	75.41%	(50.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.34% A	1.63%	1.54%	1.59%	3.17%	4.17% A
Expenses net of fee waivers, if any	1.34% A	1.35%	1.35%	1.35%	1.35%	1.35% A
Expenses net of all reductions	1.29% A	1.30%	1.27%	1.30%	1.27%	1.27% A
Net investment income (loss)	.88% A	1.11%	1.21%	.80%	.35%	1.29% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,820	$ 4,042	$ 2,249	$ 1,348	$ 117	$ 395
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

Financial Highlights - Initial Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.75	$ 7.74	$ 9.92	$ 8.51	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.14	.09	.04	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.44	3.63	(5.16)
Total from investment operations	(.37)	1.11	(2.10)	1.53	3.67	(5.05)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	.01	.01
Net asset value, end of period	$ 8.38	$ 8.75	$ 7.74	$ 9.92	$ 8.51	$ 4.88
Total Return B, C, D	(4.23)%	14.37%	(21.09)%	18.01%	75.40%	(50.45)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.10% A	1.37%	1.30%	1.35%	2.03%	3.71% A
Expenses net of fee waivers, if any	1.10% A	1.10%	1.10%	1.10%	1.10%	1.10% A
Expenses net of all reductions	1.05% A	1.05%	1.02%	1.04%	1.02%	1.02% A
Net investment income (loss)	1.12% A	1.36%	1.46%	1.05%	.60%	1.54% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,598	$ 11,344	$ 14,870	$ 30,649	$ 31,314	$ 3,158
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.80	$ 7.79	$ 9.97	$ 8.56	$ 4.88	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.04	.09	.11	.07	.02	.11
Net realized and unrealized gain (loss)	(.42)	1.00	(2.24)	1.43	3.66	(5.19)
Total from investment operations	(.38)	1.09	(2.13)	1.50	3.68	(5.08)
Distributions from net investment income	-	(.06)	(.06)	(.06)	-	(.06)
Distributions from net realized gain	-	(.01)	-	(.04)	-	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.08)	(.06)	(.09) K	-	(.06)
Redemption fees added to paid in capital E	- J	- J	.01	- J	- J	.02
Net asset value, end of period	$ 8.42	$ 8.80	$ 7.79	$ 9.97	$ 8.56	$ 4.88
Total Return B, C, D	(4.32)%	14.00%	(21.24)%	17.60%	75.41%	(50.65)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.34% A	1.62%	1.56%	1.63%	3.17%	4.17% A
Expenses net of fee waivers, if any	1.34% A	1.35%	1.35%	1.35%	1.35%	1.35% A
Expenses net of all reductions	1.29% A	1.30%	1.27%	1.29%	1.27%	1.27% A
Net investment income (loss)	.88% A	1.10%	1.20%	.80%	.35%	1.29% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 79	$ 82	$ 72	$ 102	$ 117	$ 395
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.09 per share is comprised of distributions from net investment income of $.056 and distributions from net realized gain of $.037 per share.

Financial Highlights - Investor Class R

	Six months ended June 30, 2013	Years ended December 31,
	(Unaudited)	2012	2011	2010	2009	2008 H
Selected Per-Share Data
Net asset value, beginning of period	$ 8.71	$ 7.72	$ 9.89	$ 8.50	$ 4.87	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.05	.11	.13	.08	.04	.10
Net realized and unrealized gain (loss)	(.41)	.98	(2.22)	1.43	3.63	(5.16)
Total from investment operations	(.36)	1.09	(2.09)	1.51	3.67	(5.06)
Distributions from net investment income	-	(.08)	(.09)	(.08)	(.02)	(.08)
Distributions from net realized gain	-	(.01)	-	(.04)	(.03)	-
Return of Capital	-	(.01)	-	-	-	-
Total distributions	-	(.10)	(.09)	(.12)	(.05)	(.08)
Redemption fees added to paid in capital E	- J	- J	.01	- J	.01	.01
Net asset value, end of period	$ 8.35	$ 8.71	$ 7.72	$ 9.89	$ 8.50	$ 4.87
Total Return B, C, D	(4.13)%	14.14%	(21.05)%	17.79%	75.56%	(50.55)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.18% A	1.46%	1.38%	1.42%	2.07%	3.81% A
Expenses net of fee waivers, if any	1.18% A	1.18%	1.18%	1.18%	1.18%	1.18% A
Expenses net of all reductions	1.13% A	1.13%	1.10%	1.12%	1.10%	1.10% A
Net investment income (loss)	1.05% A	1.28%	1.37%	.97%	.52%	1.46% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 44,765	$ 46,967	$ 41,924	$ 53,089	$ 40,070	$ 3,377
Portfolio turnover rate G	143% A	198%	151%	100%	70%	79% A
AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HFor the period January 23, 2008 (commencement of operations) to December 31, 2008. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2013 (Unaudited)

1. Organization.

VIP Emerging Markets 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, Initial Class R shares, Service Class 2R shares, and Investor Class R 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.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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 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. In accordance with valuation policies and procedures approved by the Board of Trustees (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 FMR Fair Value Committee (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 is responsible for approving and reporting to the Board all fair value determinations.

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 June 30, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund 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.

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. 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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A 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.

Distributions are declared and recorded on the ex-dividend date. Income dividends 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. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), contingent interest, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

For the period December 31, 2012, the Fund's distributions exceeded the aggregate amount of taxable income and net realized gains resulting in a return of capital for tax purposes. This was due to reductions in taxable income available for distribution after certain distributions had been made.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 12,645,408
Gross unrealized depreciation	(5,048,967)
Net unrealized appreciation (depreciation) on securities and other investments	$ 7,596,441
Tax cost	$ 95,985,248

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration
2016	$ (773,916)
2017	(2,824,257)
Total with expiration	(3,598,173)
No expiration
Short-term	(3,666,886)
Total capital loss carryforward	$ (7,265,059)

Trading (Redemption) Fees. Initial Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund 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 is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $79,281,556 and $77,619,129, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR 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 .55% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .80% of the Fund's average net assets.

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 Corporation (FDC), an affiliate of FMR, 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 and Service Class 2R'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	$ 42
Service Class 2	5,638
Service Class 2R	104
	$ 5,784

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class R pays a monthly asset-based transfer agent fee of .15% of average net assets. In addition, FIIOC receives an asset-based fee of .0035% of average net assets for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class, including printing and out of pocket expenses, were as follows:

Initial Class	$ 17,835
Service Class	29
Service Class 2	1,587
Initial Class R	4,724
Service Class 2R	29
Investor Class R	38,194
	$ 62,398

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions 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 $248 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's 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
Borrower	$ 7,559,000	.31%	$ 198

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR 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 Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $138 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the 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 the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The 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. The value of loaned securities and cash collateral at period end are disclosed on the Fund's 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. Total security lending income during the period amounted to $8,273. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $26,379 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2013	Year ended December 31, 2012
From net investment income
Initial Class	$ -	$ 423,228
Service Class	-	707
Service Class 2	-	29,964
Initial Class R	-	107,482
Service Class 2R	-	581
Investor Class R	-	446,026
Total	$ -	$ 1,007,988

Semiannual Report

9. Distributions to Shareholders - continued

	Six months ended June 30, 2013	Year ended December 31, 2012
From net realized gain
Initial Class	$ -	$ 38,030
Service Class	-	70
Service Class 2	-	3,378
Initial Class R	-	9,658
Service Class 2R	-	70
Investor Class R	-	40,079
Total	$ -	$ 91,285
Tax Return of Capital
Initial Class	$ -	$ 44,296
Service Class	-	82
Service Class 2	-	3,935
Initial Class R	-	11,249
Service Class 2R	-	82
Investor Class R	-	46,682
Total	$ -	$ 106,326

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2013	Year ended December 31, 2012	Six months ended June 30, 2013	Year ended December 31, 2012
Initial Class
Shares sold	698,554	1,795,123	$ 6,116,165	$ 14,860,844
Reinvestment of distributions	-	58,922	-	505,554
Shares redeemed	(383,371)	(520,087)	(3,403,261)	(4,326,747)
Net increase (decrease)	315,183	1,333,958	$ 2,712,904	$ 11,039,651
Service Class
Reinvestment of distributions	-	100	-	858
Service Class 2
Shares sold	145,912	205,197	$ 1,300,915	$ 1,709,550
Reinvestment of distributions	-	4,330	-	37,277
Shares redeemed	(32,584)	(38,252)	(289,917)	(320,023)
Net increase (decrease)	113,328	171,275	$ 1,010,998	$ 1,426,804
Initial Class R
Shares sold	146,086	305,108	$ 1,298,710	$ 2,561,953
Reinvestment of distributions	-	14,964	-	128,390
Shares redeemed	(297,876)	(944,184)	(2,654,693)	(7,798,843)
Net increase (decrease)	(151,790)	(624,112)	$ (1,355,983)	$ (5,108,500)
Service Class 2R
Reinvestment of distributions	-	85	-	733
Investor Class R
Shares sold	870,467	1,502,832	$ 7,687,336	$ 12,517,464
Reinvestment of distributions	-	62,314	-	532,787
Shares redeemed	(897,520)	(1,607,620)	(7,827,871)	(13,117,947)
Net increase (decrease)	(27,053)	(42,474)	$ (140,535)	$ (67,696)

11. Other.

The 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, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Other - continued

At the end of the period, VIP Freedom 2020 Portfolio was the owner of record of approximately 21% of the total outstanding shares of the fund. The VIP Freedom Funds and VIP Investor Freedom Funds were the owners of record, in the aggregate, of approximately 59% of the total outstanding shares of the Fund. In addition, FMR or its affiliates were the owners of record of 35% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPEMR-SANN-0813
1.872305.105

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Variable Insurance Products Fund II's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Variable Insurance Products Fund II's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Variable Insurance Products Fund II

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	August 21, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	August 21, 2013

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	August 21, 2013