Variable Insurance Products Fund PRE 14APreliminary proxy

Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Important information to help you understand and vote on the proposal

Please read the full text of the proxy statement. We’ve provided a brief overview of the proposal to be voted upon below. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.

What am I being asked to vote on?

As more fully described in the attached proxy statement, shareholders are being asked to reclassify the diversification status of the fund from diversified to non-diversified by eliminating a fundamental policy.

Has the fund’s Board of Trustees approved the proposal?

Yes. The Board of Trustees has carefully reviewed and approved modifying the policies for the fund. The Board of Trustees unanimously recommends that you vote in favor of reclassifying the diversification status of the fund from diversified to non-diversified by eliminating a fundamental policy by approving the fund’s proposal.

Why am I being asked to approve reclassifying the diversification status of the fund from diversified to non-diversified by eliminating a fundamental policy?

The fund currently has a fundamental policy requiring the fund to operate as a diversified fund. As a result, the fund is limited in its ownership of securities of any single issuer. The diversification status forces the portfolio to be underweight the benchmark’s top holdings, meaning the fund’s portfolio manager cannot choose to equal or overweight positions relative to its benchmark. This limitation can ultimately diminish the opportunity to outperform the benchmark on a risk-return basis. Shareholder approval of this proposal would allow the fund to operate as a non-diversified fund, providing portfolio managers with additional investment flexibility. The Board, including the Independent Trustees, has approved, and recommends that shareholders approve, the proposed change to the fund’s diversification policy.

How will reclassifying the diversification status of the fund from diversified to non-diversified by eliminating a fundamental policy impact the day-to-day management of the fund?

While the proposed change to the fund’s diversification policy would provide more flexibility for the fund’s investment adviser, the investment objective and principal investment strategies will remain unchanged.

What if shareholders do not approve the proposal to reclassify the diversification status of the fund from diversified to non-diversified by eliminating a fundamental policy?

If shareholders do not approve this proposal, then the fund will retain the current fundamental diversification investment policy.

The Board of Trustees has unanimously approved the proposal and recommends that you vote to approve it.

What if there are not enough votes to reach quorum by the scheduled shareholder meeting date or if the policy modifications are not approved?

To facilitate receiving a sufficient number of votes, we may need to take further action. Broadridge Financial Solutions, Inc., a proxy solicitation firm, or Fidelity, may contact you by mail or telephone. Therefore, we encourage shareholders to vote as soon as they receive the enclosed proxy materials to avoid additional mailings or telephone calls, as well as increased expenses to the fund.

What role does the Board play?

The Trustees serve as the fund shareholders’ representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.

General Questions on the Proxy

Who is Broadridge Financial Solutions, Inc.?

Broadridge Financial Solutions, Inc. is a third party proxy vendor that has been hired to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached. If quorum is not met, the meeting may adjourn to a future date. The campaign attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call to you to solicit your vote.

How many votes am I entitled to cast?

As a shareholder, you are entitled to one vote for each dollar of net asset value you own of the fund on the record date, with fractional dollar amounts entitled to a proportional fractional vote. The record date is February 21, 2023.

How do I vote my shares?

Voting is quick and easy. To cast your vote, simply complete the proxy card(s) or voting instruction form(s) enclosed in this package. Be sure to sign the card(s) or form(s) before mailing them in the postage-paid envelope. If you need any assistance or have any questions regarding the proposal or how to vote your shares, please call Fidelity at 1-877-208-0098.

How do I sign the proxy card?

Important Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to be held on April 19, 2023

The Letter to Shareholders, Notice of Meeting, and Proxy Statement are available at
www.proxyvote.com/proxy

FIDELITY^® VARIABLE INSURANCE PRODUCTS
GROWTH PORTFOLIO

A FUND OF VARIABLE INSURANCE PRODUCTS FUND

245 Summer Street, Boston, Massachusetts 02210
1-877-208-0098

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of VIP Growth Portfolio:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of VIP Growth Portfolio (the fund), a series of Variable Insurance Products Fund (the trust), will be held on April 19, 2023, at 8:00 a.m. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposal and to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Board of Trustees has fixed the close of business on February 21, 2023, as the record date for the determination of the shareholders of the fund entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

February 21, 2023

Your vote is important - please vote your shares promptly.

In light of public health concerns regarding COVID-19, the Meeting will be held in a virtual format only. Variable product owners, who have a voting interest in variable accounts holding shares of the trust, are invited to attend the Meeting by means of remote audio communication. You will not be able to attend the Meeting in person. To participate in the Meeting, you must register at https://viewproxy.com/fidelityfunds/broadridgevsm/. You will be required to enter your name, an email address, and the control number found on your proxy card, voting instruction form or notice you previously received. If you have lost or misplaced your control number, call Fidelity at 1-877-208-0098 to verify your identity and obtain your control number. Requests for registration must be received no later than 5:00 p.m. ET on Tuesday, April 18, 2023. Once your registration is approved, you will receive an email confirming your registration with an event link and optional dial-in information to attend the Meeting. A separate email will follow containing a password to enter at the event link in order to access the Meeting. You may vote during the Meeting at www.proxyvote.com/proxy. You will need your control number to vote.

Questions from shareholders to be considered at the Meeting must be submitted to Broadridge at https://viewproxy.com/fidelityfunds/broadridgevsm/ no later than 8:00 a.m. ET on Tuesday, April 18, 2023.

Any variable product owner who does not expect to virtually attend the Meeting is urged to indicate voting instructions on the enclosed proxy card or voting instruction form, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your voting interest may be. If you wish to wait until the Meeting to vote your shares, you will need to follow the instructions available on the Meeting’s website during the Meeting.

INSTRUCTIONS FOR EXECUTING PROXY CARD OR VOTING INSTRUCTION FORM

The following general rules for executing proxy cards or voting instruction forms may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card or voting instruction form properly.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
VARIABLE INSURANCE PRODUCTS FUND: fidelity^® Variable Insurance
Products
Growth Portfolio

TO BE HELD ON APRIL 19, 2023

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Variable Insurance Products Fund (the trust) to be used at the Special Meeting of Shareholders of VIP Growth Portfolio (the fund) and at any adjournments thereof (the Meeting), to be held on April 19, 2023, at 8:00 a.m. ET. In light of public health concerns regarding COVID-19, the Board of Trustees and Fidelity Management & Research Company LLC (FMR), the fund’s investment adviser, have determined that the Meeting will be held in a virtual format only. The Meeting will be accessible solely by means of remote audio communication. You will not be able to attend the meeting in person.

The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy or voting instruction form on or about February 21, 2023. Supplementary solicitations may be made by mail, telephone, facsimile, electronic means or by personal interview by representatives of the trust.

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by the fund.

The fund will reimburse insurance companies and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs will be allocated on a pro rata basis to each class of the fund based on the net assets of each class relative to the total net assets of the fund.

The principal business address of FMR, the fund’s investment adviser, is 245 Summer Street, Boston, Massachusetts 02210. FMR Investment Management (UK) Limited, at 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom; Fidelity Management & Research (Hong Kong) Limited, at Floor 19, 41 Connaught Road Central, Hong Kong; and Fidelity Management & Research (Japan) Limited, at Kamiyacho Prime Place at 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan are also sub-advisers to the fund. The principal business address of Fidelity Distributors Company LLC (FDC), the fund’s principal underwriter and distribution agent, is 900 Salem Street, Smithfield, Rhode Island 02917.

If the enclosed proxy or voting instruction form is executed and returned, it may nevertheless be revoked at any time prior to its use by written notification received by the trust, by the execution of a later-dated proxy or voting instruction form, or by attending the virtual Meeting and voting.

All proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy or voting instruction form, it will be voted FOR the matters specified on the proxy or voting instruction form. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum. Most insurance company variable accounts will vote all of their shares in the same proportion as the voting instructions actually received from variable product owners. See page 3.

One-third of the fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the Meeting. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the proposed item are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to the item, unless directed to vote AGAINST the item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on the item in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

Shares of each class of the fund issued and outstanding as of November 30, 2022, are indicated in the following table:

[As of November 30, 2022, the Trustees, Members of the Advisory Board (if any) and officers of the trust owned, in the aggregate, less than 1% of each class’s outstanding shares with respect to the fund.]

[To the knowledge of the trust, no shareholder owned of record or beneficially more than 5% of the outstanding shares of each class of the fund on that date.] [As of November 30, 2022, the following owned of record and/or beneficially 5% or more of the outstanding shares:]

FMR has advised the trust that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR and/or another entity or entities of which FMR LLC is the ultimate parent has discretion to vote, these shares will be voted at the Meeting FOR the proposal.

Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.

Shareholders of record at the close of business on February 21, 2023, will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date, with fractional dollar amounts entitled to a proportional fractional vote.

Shares of the trust are currently sold only to life insurance companies. Each company holds its shares in a separate account (the Variable Account), which serves as the funding vehicle for its variable insurance products. In accordance with its view of present applicable law, each company will vote its shares held in its respective Variable Account at the Meeting in accordance with instructions received from persons having a voting interest in the Variable Account. Those persons who have a voting interest at the close of business on February 21, 2023, will be entitled to submit instructions to their company.

Fund shares held in a Variable Account for which no timely instructions are received will be voted by most companies in proportion to the voting instructions that are received with respect to all contracts participating in a Variable Account. This means that a small number of votes could determine the outcome.

Accordingly, if you wish to vote, you should complete the enclosed proxy card or voting instruction form as a participant in a Variable Account. All forms which are properly executed and received prior to the Meeting, and which are not revoked, will be voted as described above. If the enclosed voting instruction form is executed and returned, it may nevertheless be revoked at any time prior to the Meeting by written notification received by your company, by execution of a later-dated form received by your company, or by attending the virtual Meeting and voting.

For a free copy of the fund’s annual and/or semiannual reports, call 1-877-208-0098, visit Fidelity’s web site at institutional.fidelity.com or write to FDC at 900 Salem Street, Smithfield, Rhode Island 02917.

VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a “majority of the outstanding voting securities” of the fund. Under the Investment Company Act of 1940 (1940 Act), the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. With respect to Proposal 1, votes to ABSTAIN will have the same effect as votes cast AGAINST Proposal 1.

PROPOSAL 1

TO RECLASSIFY THE DIVERSIFICATION STATUS OF THE FUND FROM
DIVERSIFIED TO NON-DIVERSIFIED BY ELIMINATING A FUNDAMENTAL POLICY

Shareholders are being asked to review and consider reclassifying the diversification status of the fund from diversified to non-diversified by eliminating the fundamental policy below.

The fund’s current fundamental diversification limitation is as follows:

The fund may not with respect to 75% of the fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a) more than 5% of the fund’s total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer.

Because the above investment policy is fundamental, it cannot be changed or eliminated without shareholder approval. The Trustees, including all of the Independent Trustees, recommend that shareholders vote to eliminate the above limitation for the fund.

Section 5(b)(1) of the 1940 Act requires funds to be classified as either diversified or non-diversified, and a fund’s status as diversified is considered a fundamental policy. Diversified funds are subject to the above restrictions and non-diversified funds are not. As a result, a non-diversified fund has increased flexibility to invest a greater percentage of its assets in the securities of fewer issuers. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

Under the 1940 Act, a non-diversified fund is permitted to operate as a diversified fund, but a diversified fund cannot become non-diversified unless shareholders approve the change.

The primary benchmark of the fund is the Russell 3000 Growth Index.

The fund’s portfolio managers evaluate and consider all of the holdings in the fund’s benchmark index as potential investment opportunities. Over the past several years, certain stocks contained in the Russell 3000 Growth Index have experienced an increase in their market capitalizations. Some of the largest increases have been observed in what are generally considered to be technology stocks. As a result, large-cap growth indices and other indices with higher weightings to technology stocks have become much more concentrated at the individual stock level. This level of index concentration coupled with the limitations placed on diversified funds can, at times, constrain a portfolio manager’s ability to fully achieve target exposures to individual securities.

Although increased levels of concentration have fluctuated in this index in the past, this market concentration may persist.

Due to the 1940 Act diversification requirement, the fund must underweight at least some of these holdings relative to their weights in the index even if the portfolio managers

find them to be attractive investment opportunities. The diversification status forces the portfolios to be underweight the benchmark’s top holdings, meaning the fund’s portfolio manager cannot choose to equal or overweight positions relative to its benchmark. This limitation can ultimately diminish the opportunity to outperform the benchmark on a risk-return basis. The investment adviser believes reclassifying the fund as non-diversified is in the best interests of the fund and its shareholders because the non-diversified status will provide portfolio managers with additional investment flexibility.

If shareholders do not approve this proposal, then the fund will retain the current fundamental diversification investment policy.

Even if the proposal is approved, the fund would continue to remain subject to diversification tests under Subchapter M of the Internal Revenue Code that apply to regulated investment companies. To qualify, among other requirements, the fund must limit its investment so that, at the close of each quarter of the taxable year, (1) not more than 25% of the fund’s total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% will be invested in the securities of a single issuer and the fund will not own more than 10% of the outstanding voting securities of a single issuer.

Conclusion. The Board of Trustees has concluded that the proposal will benefit the fund and its shareholders. The Trustees recommend voting FOR the proposal. If the proposal is approved by shareholders, the proposed change will take effect on or about May 1, 2023, or on the first day of the month following shareholder approval if the meeting is adjourned. If shareholders do not approve this proposal, then the fund will retain the current fundamental diversification investment policy.

OTHER BUSINESS

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

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trust does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the fund, attention “Fund Shareholder Meetings,” [245 Summer Street, Mailzone V10A, Boston, Massachusetts 02210.] Proposals must be received a reasonable time before the fund begins to print and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. With respect to proposals submitted on an untimely basis and presented at a shareholder meeting, persons named as proxy agents will vote in their discretion.

NOTICE TO INSURANCE COMPANIES

Please advise the trust, in care of Client Services at 1-877-208-0098, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the variable contract owners of the respective shares.

Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. ©2022 FMR LLC. All rights reserved.

The third party marks appearing above are the marks of their respective owners.

The term VIP as used in this document refers to Fidelity® Variable Insurance Products.

  

Vote this proxy card TODAY! Your prompt response will save the expense of additional mailings.
	Vote by Internet, Touch-Tone Telephone, or Mail!
	LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
	CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
	MAIL:	Return the signed proxy card in the enclosed envelope.