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 811-5361

Variable Insurance Products Fund V
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	December 31

Date of reporting period:	December 31, 2008

This report on Form N-CSR relates solely to the Registrant's Asset Manager Portfolio, Asset Manager: Growth Portfolio, Freedom 2005 Portfolio, Freedom 2010 Portfolio, Freedom 2015 Portfolio, Freedom 2020 Portfolio, Freedom 2025 Portfolio, Freedom 2030 Portfolio, Freedom Income Portfolio, Freedom Lifetime Income I Portfolio, Freedom Lifetime Income II Portfolio, Freedom Lifetime Income III Portfolio, FundsManager 20% Portfolio, FundsManager 50% Portfolio, FundsManager 60%, FundsManager 70% Portfolio, FundsManager 85% Portfolio, Investment Grade Bond Portfolio, Investor Freedom 2005 Portfolio, Investor Freedom 2010 Portfolio, Investor Freedom 2015 Portfolio, Investor Freedom 2020 Portfolio, Investor Freedom 2025 Portfolio, Investor Freedom 2030 Portfolio, Investor Freedom Income Portfolio and Strategic Income Portfolio series (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Asset Manager^SM Portfolio

Annual Report

December 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
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.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>

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 (search for "proxy voting guidelines") 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.

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 or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Past 5 years	Past 10 years
VIP Asset Manager - Initial Class	-28.76%	-0.62%	0.67%
VIP Asset Manager - Service Class ^A	-28.82%	-0.73%	0.55%
VIP Asset Manager - Service Class 2 ^B	-28.95%	-0.86%	0.42%
VIP Asset Manager - Investor Class ^C	-28.79%	-0.70%	0.62%

^A Performance for Service Class shares reflects on asset-based distribution fee (12b-1 fee).

^B The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflect an asset based distribution fee (12b-1 fee). Returns prior to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

^CThe initial offering of Investor Class shares took place on July 21, 2005. Returns prior to July 21, 2005 are those of Initial Class. If Investor Class's transfer agent fee had been reflected, returns prior to July 21, 2005 would have been lower.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Asset Manager Portfolio - Initial Class on December 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

fid4308

Annual Report

Management's Discussion of Fund Performance

Comments from Derek Young, Lead Portfolio Manager of VIP Asset Manager Portfolio

By year-end 2008, the vicious credit crisis sparked in the U.S. had spread like wildfire across the world's capital markets, stunting global growth, toppling commodity prices, changing the face of the global financial system, and chasing risk-averse investors toward the sidelines. The U.S. equity markets, as measured by the Dow Jones Industrial Average^SM and Standard & Poor's 500^SM Index, fell hard as a result, declining 31.93% and 37.00%, respectively, while the technology-laden NASDAQ Composite® Index slid 40.03%. Foreign market stocks saw an even sharper decline, as illustrated by the 43.28% loss of the MSCI® EAFE® Index (Europe, Australasia, Far East), a gauge of developed stock markets outside the U.S. and Canada. A generally stronger U.S. dollar also held back returns for U.S. investors in foreign equities. Emerging-markets stocks - the global performance leader only a year ago - fell harder still, dropping 53.18%, as measured by the MSCI Emerging Markets Index. The only clear winners during the past year were assets backed by the U.S. government, as investors fled from risk. Thus, the Barclays Capital U.S. Treasury Bond Index climbed 13.74% for the year, while the Barclays Capital U.S. Aggregate Bond Index - a broader measure of the U.S. investment-grade bond universe - gained a more modest 5.24%. By contrast, high-yield bonds bore the brunt of investors' increasing wariness over risk, as expressed by the Merrill Lynch® U.S. High Yield Master II Constrained Index's drop of 26.11%. The emerging-markets bond category also felt the shock of investors' risk-averse sentiment, with the JPMorgan Emerging Markets Bond Index (EMBI) Global falling 10.91%. Meanwhile, the Citigroup® Non-U.S. Group of 7 Index - representing the debt performance of major global economies, excluding the United States - eked out a 1.69% gain.

A strong first half of the year was more than wiped out in the second half as financial market confidence cratered and our positioning yielded outsized losses. For the 12-month period, the fund fell far short of the Fidelity Asset Manager 50% Composite Index, which returned -18.63%. (For specific portfolio results, please see the performance section of this report.) Security selection was decidedly negative in the domestic equity and investment-grade bond categories, and asset allocation, too, was ineffective this period. It was an unforgiving environment for riskier assets, as the burgeoning global financial crisis spawned a massive flight to quality. Consequently, it proved harmful to favor equities and high-yield debt securities over stronger-performing investment-grade bonds and cash. The domestic equity subportfolio significantly underperformed its benchmark, plagued by steep losses in former market leaders - energy, materials and other cyclically oriented names - during the latter part of the year when world economic activity collapsed. Stock selection in energy, financials and technology hurt quite a bit, as did our overweighting in materials and underweighting in consumer staples. Good stock picks in transportation, a large underweighting in financials and a modest cash position were the only notable offsets. Individual detractors included fertilizer producer Mosaic, Freeport-McMoRan Copper & Gold and three energy names - Quicksilver Resources, Chesapeake Energy and Valero Energy. Top contributors were Delta Air, its merger partner, Northwest Airlines, and Southwestern Energy. The subportfolio's positioning changed dramatically during the period, with large overweightings in energy and materials being reduced while more-defensive groups such as health care, telecommunication services and consumer staples became areas of emphasis. Elsewhere, the developed-markets portion of the international equity component - represented by an underlying Fidelity central fund - finished slightly ahead of its benchmark. In December, as part of the foreign "sleeve," we began investing in a central fund of emerging-markets equities. A weak showing from the investment-grade central fund hurt a lot. Investments in beaten-down corporate bonds, subprime mortgage-backed securities and other securitized products - along with underweighting strong-performing government bonds - detracted meaningfully. Although allocations to high yield and floating rate hurt, excess returns from the high-yield and floating-rate central funds helped curb some of the damage. The strategic cash component, including the money market central fund, outperformed as well.

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

Annual 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 (July 1, 2008 to December 31, 2008).

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	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
Initial Class	.64%
Actual		$ 1,000.00	$ 693.00	$ 2.72
Hypothetical^A		$ 1,000.00	$ 1,021.92	$ 3.25
Service Class	.77%
Actual		$ 1,000.00	$ 692.70	$ 3.28
Hypothetical^A		$ 1,000.00	$ 1,021.27	$ 3.91
Service Class 2	.91%
Actual		$ 1,000.00	$ 692.20	$ 3.87
Hypothetical^A		$ 1,000.00	$ 1,020.56	$ 4.62
Investor Class	.74%
Actual		$ 1,000.00	$ 693.10	$ 3.15
Hypothetical^A		$ 1,000.00	$ 1,021.42	$ 3.76

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in the Fund's annualized expense ratio.

Annual Report

Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each of Fidelity's Equity and Fixed-Income Central Funds.

Top Five Stocks as of December 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	2.4	0.5
Wal-Mart Stores, Inc.	1.9	0.3
Pfizer, Inc.	1.2	0.0
AT&T, Inc.	1.2	0.0
Delta Air Lines, Inc.	1.2	0.1
	7.9
Top Five Bond Issuers as of December 31, 2008
(with maturities greater than one year)	% of fund's net assets	% of fund's net assets 6 months ago
Fannie Mae	14.5	11.8
U.S. Treasury Obligations	5.6	5.2
Freddie Mac	3.1	2.8
Government National Mortgage Association	0.5	0.4
Morgan Stanley Capital I Trust	0.5	0.5
	24.2
Top Five Market Sectors as of December 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	10.7	2.2
Financials	10.6	7.1
Energy	8.8	18.6
Consumer Staples	7.1	1.7
Consumer Discretionary	5.9	0.0

Asset Allocation (% of fund's net assets)
As of December 31, 2008*			As of June 30, 2008**
	Stock Class and Equity Futures 48.6%			Stock Class and Equity Futures 53.8%
	Bond Class 47.5%			Bond Class 39.9%
	Short-Term Class 3.9%			Short-Term Class 6.3%
* Foreign investments		12.9%	** Foreign investments		19.5%

fid4320

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus in effect as of the time periods indicated above. Financial Statement categorizations conform to accounting standards and will differ from the pie chart. Percentages are adjusted for the effect of futures contracts and swap contracts, if applicable.

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com.

Annual Report

Investments December 31, 2008

Showing Percentage of Net Assets

Common Stocks - 38.6%
	Shares		Value
CONSUMER DISCRETIONARY - 2.8%
Distributors - 0.1%
Genuine Parts Co.	24,100		$ 912,426
Diversified Consumer Services - 0.6%
Apollo Group, Inc. Class A (non-vtg.) (a)	88,300		6,765,546
Hotels, Restaurants & Leisure - 0.5%
Darden Restaurants, Inc.	43,200		1,217,376
Las Vegas Sands Corp. (a)	45		267
McDonald's Corp.	83,200		5,174,208
			6,391,851
Household Durables - 0.2%
Gafisa SA sponsored ADR (d)	117,700		1,089,902
Newell Rubbermaid, Inc.	70,000		684,600
Whirlpool Corp.	27,600		1,141,260
			2,915,762
Media - 0.8%
Comcast Corp. Class A (special) (non-vtg.)	293,300		4,736,795
The DIRECTV Group, Inc. (a)	212,100		4,859,211
			9,596,006
Multiline Retail - 0.3%
Target Corp.	107,000		3,694,710
Specialty Retail - 0.3%
Lowe's Companies, Inc.	158,700		3,415,224
TOTAL CONSUMER DISCRETIONARY			33,691,525
CONSUMER STAPLES - 5.4%
Beverages - 0.6%
PepsiCo, Inc.	50,000		2,738,500
The Coca-Cola Co.	89,100		4,033,557
			6,772,057
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	184,900		9,707,250
Wal-Mart Stores, Inc.	401,700		22,519,302
			32,226,552
Food Products - 0.4%
Campbell Soup Co.	58,800		1,764,588
General Mills, Inc.	50,300		3,055,725
			4,820,313
Household Products - 0.9%
Procter & Gamble Co.	174,200		10,769,044
Tobacco - 0.8%
Altria Group, Inc.	170,400		2,566,224
Philip Morris International, Inc.	167,800		7,300,978
			9,867,202
TOTAL CONSUMER STAPLES			64,455,168

	Shares		Value
ENERGY - 6.5%
Energy Equipment & Services - 0.2%
ENSCO International, Inc.	61,700		$ 1,751,663
Nabors Industries Ltd. (a)	89,400		1,070,118
			2,821,781
Oil, Gas & Consumable Fuels - 6.3%
Apache Corp.	16,100		1,199,933
Cabot Oil & Gas Corp.	169,500		4,407,000
Chesapeake Energy Corp.	394,630		6,381,167
Chevron Corp.	163,500		12,094,095
China Shenhua Energy Co. Ltd. (H Shares)	716,100		1,535,188
El Paso Corp.	284,700		2,229,201
Exxon Mobil Corp.	354,800		28,323,684
Hess Corp.	24,900		1,335,636
Occidental Petroleum Corp.	20,700		1,241,793
PT Bumi Resources Tbk	3,139,300		254,877
Quicksilver Resources, Inc. (a)	609,100		3,392,687
SandRidge Energy, Inc. (a)	17,200		105,780
Southwestern Energy Co. (a)	209,100		6,057,627
Ultra Petroleum Corp. (a)	162,700		5,614,777
XTO Energy, Inc.	100		3,527
			74,176,972
TOTAL ENERGY			76,998,753
FINANCIALS - 4.0%
Capital Markets - 0.7%
Bank of New York Mellon Corp.	38,300		1,085,039
Goldman Sachs Group, Inc.	55,700		4,700,523
Morgan Stanley	129,800		2,081,992
State Street Corp.	19,400		763,002
			8,630,556
Commercial Banks - 0.8%
Industrial & Commercial Bank of China	1,259,000		668,411
PNC Financial Services Group, Inc.	37,200		1,822,800
Uniao de Bancos Brasileiros SA (Unibanco) GDR	8,100		523,422
Wells Fargo & Co.	202,000		5,954,960
			8,969,593
Diversified Financial Services - 1.1%
Apollo Global Management LLC (e)	315,200		315,200
Bank of America Corp.	205,800		2,897,664
Citigroup, Inc.	949,000		6,367,790
JPMorgan Chase & Co.	114,200		3,600,726
			13,181,380
Insurance - 1.4%
ACE Ltd.	88,000		4,656,960
China Life Insurance Co. Ltd. ADR (d)	100,100		4,644,640
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Everest Re Group Ltd.	45,700		$ 3,479,598
The Travelers Companies, Inc.	79,800		3,606,960
			16,388,158
TOTAL FINANCIALS			47,169,687
HEALTH CARE - 9.7%
Biotechnology - 3.8%
Amgen, Inc. (a)	77,900		4,498,725
Biogen Idec, Inc. (a)	117,900		5,615,577
BioMarin Pharmaceutical, Inc. (a)	60,200		1,071,560
Celgene Corp. (a)	148,900		8,231,192
Cephalon, Inc. (a)	80,400		6,194,016
Genzyme Corp. (a)	103,500		6,869,295
Gilead Sciences, Inc. (a)	184,700		9,445,558
Vertex Pharmaceuticals, Inc. (a)	83,100		2,524,578
			44,450,501
Health Care Equipment & Supplies - 1.2%
Baxter International, Inc.	112,800		6,044,952
Covidien Ltd.	233,600		8,465,664
			14,510,616
Health Care Providers & Services - 0.7%
Express Scripts, Inc. (a)	142,700		7,845,646
Tenet Healthcare Corp. (a)	608,200		699,430
			8,545,076
Pharmaceuticals - 4.0%
Abbott Laboratories	114,300		6,100,191
Elan Corp. PLC sponsored ADR (a)	230,900		1,385,400
Johnson & Johnson	170,400		10,195,032
Merck & Co., Inc.	285,300		8,673,120
Pfizer, Inc.	823,400		14,582,414
Schering-Plough Corp.	189,900		3,233,997
Wyeth	97,400		3,653,474
			47,823,628
TOTAL HEALTH CARE			115,329,821
INDUSTRIALS - 2.4%
Aerospace & Defense - 0.5%
Raytheon Co.	48,500		2,475,440
The Boeing Co.	67,900		2,897,293
			5,372,733
Airlines - 1.6%
AMR Corp. (a)	75,500		805,585
Continental Airlines, Inc. Class B (a)	244,500		4,415,670
Delta Air Lines, Inc. (a)	1,216,525		13,941,377
			19,162,632

	Shares		Value
Construction & Engineering - 0.0%
China Communications Construction Co. Ltd. (H Shares)	151,000		$ 188,667
Industrial Conglomerates - 0.3%
General Electric Co.	238,300		3,860,460
TOTAL INDUSTRIALS			28,584,492
INFORMATION TECHNOLOGY - 2.0%
Communications Equipment - 0.5%
Cisco Systems, Inc. (a)	241,300		3,933,190
Juniper Networks, Inc. (a)	33,500		586,585
QUALCOMM, Inc.	47,400		1,698,342
			6,218,117
Computers & Peripherals - 0.1%
Apple, Inc. (a)	21,300		1,817,955
Internet Software & Services - 0.3%
Equinix, Inc. (a)	28,100		1,494,639
Google, Inc. Class A (sub. vtg.) (a)	4,300		1,322,895
Omniture, Inc. (a)	64,300		684,152
			3,501,686
IT Services - 0.4%
Cognizant Technology Solutions Corp. Class A (a)	72,200		1,303,932
Lender Processing Services, Inc.	50,500		1,487,225
Visa, Inc.	29,100		1,526,295
			4,317,452
Semiconductors & Semiconductor Equipment - 0.1%
Entropic Communications, Inc.	149,900		74,950
Intel Corp.	58,600		859,076
			934,026
Software - 0.6%
Microsoft Corp.	56,200		1,092,528
Nintendo Co. Ltd.	16,100		6,150,200
			7,242,728
TOTAL INFORMATION TECHNOLOGY			24,031,964
MATERIALS - 2.5%
Chemicals - 1.7%
FMC Corp.	108,800		4,866,624
Intrepid Potash, Inc. (d)	74,100		1,539,057
Monsanto Co.	18,800		1,322,580
Potash Corp. of Saskatchewan, Inc.	54,900		4,019,778
Terra Industries, Inc.	121,300		2,022,071
The Mosaic Co.	172,300		5,961,580
			19,731,690
Metals & Mining - 0.8%
Agnico-Eagle Mines Ltd.	9,100		469,472
Barrick Gold Corp.	47,400		1,741,805
Freeport-McMoRan Copper & Gold, Inc. Class B	37,300		911,612
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Goldcorp, Inc.	73,400		$ 2,315,958
Impala Platinum Holdings Ltd.	131,400		1,904,542
Kinross Gold Corp.	27,100		501,151
Newmont Mining Corp.	51,100		2,079,770
			9,924,310
TOTAL MATERIALS			29,656,000
TELECOMMUNICATION SERVICES - 2.4%
Diversified Telecommunication Services - 1.9%
AT&T, Inc.	501,800		14,301,300
Verizon Communications, Inc.	240,800		8,163,120
			22,464,420
Wireless Telecommunication Services - 0.5%
America Movil SAB de CV Series L sponsored ADR	43,300		1,341,867
China Mobile (Hong Kong) Ltd. sponsored ADR	26,900		1,367,865
NTT DoCoMo, Inc.	715		1,406,182
TIM Participacoes SA sponsored ADR (non-vtg.)	116,300		1,452,587
			5,568,501
TOTAL TELECOMMUNICATION SERVICES			28,032,921
UTILITIES - 0.9%
Electric Utilities - 0.2%
Entergy Corp.	27,600		2,294,388
Independent Power Producers & Energy Traders - 0.3%
NRG Energy, Inc. (a)	164,200		3,830,786
Multi-Utilities - 0.4%
PG&E Corp.	61,700		2,388,407
Sempra Energy	35,200		1,500,576
Wisconsin Energy Corp.	32,300		1,355,954
			5,244,937
TOTAL UTILITIES			11,370,111
TOTAL COMMON STOCKS (Cost $534,610,218)		459,320,442

U.S. Treasury Obligations - 1.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0% to 0.87% 1/2/09 to 4/2/09 (f) (Cost $12,659,028)	$ 12,660,000	12,658,289

International Equity Funds - 5.2%
	Shares		Value
Fidelity Emerging Markets Equity Central Fund (g)	114,736		$ 12,143,658
Fidelity International Equity Central Fund (g)	929,287		49,605,349
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $103,068,057)		61,749,007
Fixed-Income Funds - 47.7%

Fidelity Floating Rate Central Fund (g)	544,937		35,491,726
Fidelity High Income Central Fund 1 (g)	389,954		27,086,222
Fidelity VIP Investment Grade Central Fund (g)	5,327,196		504,911,591
TOTAL FIXED-INCOME FUNDS (Cost $636,895,129)		567,489,539
Money Market Funds - 8.4%

Fidelity Cash Central Fund, 1.06% (b)	31,253,030		31,253,030
Fidelity Money Market Central Fund, 2.39% (b)	64,260,162		64,260,162
Fidelity Securities Lending Cash Central Fund, 0.87% (b)(c)	4,132,300		4,132,300
TOTAL MONEY MARKET FUNDS (Cost $99,645,492)		99,645,492
Cash Equivalents - 0.0%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.01%, dated 12/31/08 due 1/2/09 (Collateralized by U.S. Treasury Obligations)# (Cost $33,000)	$ 33,000		33,000

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $1,386,910,924)

1,200,895,769

NET OTHER ASSETS - (1.0)%			(11,725,988)
NET ASSETS - 100%		$ 1,189,169,781

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
1,301 CME E-mini S&P 500 Index Contracts	March 2009	$ 58,551,505	$ 960,658

The face value of futures purchased as a percentage of net assets - 4.9%

Legend

(a) Non-income producing

(b) Affiliated fund that is 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.

(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 $315,200 or 0.0% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $6,809,985.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com. In addition, each Fidelity Central Fund's financial statements, which are covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$33,000 due 1/02/09 at 0.01%
BNP Paribas Securities Corp.	$ 116
Banc of America Securities LLC	3,486
Goldman, Sachs & Co.	22,157
UBS Securities LLC	7,241
	$ 33,000

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	$ 1,369,197
Fidelity Floating Rate Central Fund	3,093,075
Fidelity High Income Central Fund 1	2,357,036
Fidelity International Equity Central Fund	2,155,202
Fidelity Money Market Central Fund	2,118,291
Fidelity Securities Lending Cash Central Fund	100,401
Fidelity VIP Investment Grade Central Fund	33,891,213
Total	$ 45,084,415

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Emerging Markets Equity Central Fund	$ -	$ 11,473,600	$ -	$ 12,143,658	13.2%
Fidelity Floating Rate Central Fund	49,563,633	2,206,301	-	35,491,726	1.8%
Fidelity High Income Central Fund 1	27,775,965	7,869,586	-	27,086,222	8.9%
Fidelity International Equity Central Fund	86,481,300	3,217,690	-	49,605,349	10.0%
Fidelity VIP Investment Grade Central Fund	770,811,422	83,280,814	300,162,924	504,911,591	16.0%
Total	$ 934,632,320	$ 108,047,991	$ 300,162,924	$ 629,238,546

Other Information

The following is a summary of the inputs used, as of December 31, 2008, involving the Fund's assets carried at 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 Security 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	$ 1,200,895,769	$ 1,176,096,413	$ 24,799,356	$ -
Other Financial Instruments*	$ 960,658	$ 960,658	$ -	$ -

*Other financial instruments include Futures Contracts.

The information in the following tables is based on the combined investment of the Fund and its pro rata share of the investments of Fidelity's Equity and Fixed-Income Central Funds.

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

U.S. Government and U.S. Government Agency Obligations	24.0%
AAA,AA,A	11.3%
BBB	6.9%
BB	2.6%
B	1.9%
CCC,CC,C	0.3%
D	0.0%
Not Rated	0.6%
Equities	48.6%
Short-Term Investments and Net Other Assets	3.8%
	100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Percentages are adjusted for the effect of futures contracts, if applicable.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	87.1%
Canada	1.7%
Japan	1.5%
Bermuda	1.5%
United Kingdom	1.4%
Switzerland	1.1%
Others (individually less than 1%)	5.7%
	100.0%

Income Tax Information

At December 31, 2008, the fund had a capital loss carryforward of approximately $205,775,316 all of which will expire on December 31, 2016.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (including securities loaned of $4,071,983 and repurchase agreements of $33,000) - See accompanying schedule: Unaffiliated issuers (cost $547,302,246)	$ 472,011,731
Fidelity Central Funds (cost $839,608,678)	728,884,038
Total Investments (cost $1,386,910,924)		$ 1,200,895,769
Cash		185
Foreign currency held at value (cost $549)		610
Receivable for fund shares sold		118,578
Dividends receivable		669,394
Distributions receivable from Fidelity Central Funds		4,231,195
Receivable for daily variation on futures contracts		774,095
Prepaid expenses		13,171
Other receivables		195,706
Total assets		1,206,898,703

Liabilities
Payable for investments purchased	$ 11,673,076
Payable for fund shares redeemed	1,168,621
Accrued management fee	501,611
Distribution fees payable	8,206
Other affiliated payables	108,597
Other payables and accrued expenses	136,511
Collateral on securities loaned, at value	4,132,300
Total liabilities		17,728,922

Net Assets		$ 1,189,169,781
Net Assets consist of:
Paid in capital		$ 1,578,409,637
Undistributed net investment income		1,589,214
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(205,778,482)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(185,050,588)
Net Assets		$ 1,189,169,781

Statement of Assets and Liabilities - continued

	December 31, 2008

Initial Class: Net Asset Value, offering price and redemption price per share ($1,093,132,595 ÷ 106,036,008 shares)		$ 10.31

Service Class: Net Asset Value, offering price and redemption price per share ($7,413,058 ÷ 723,268 shares)		$ 10.25

Service Class 2: Net Asset Value, offering price and redemption price per share ($37,360,471 ÷ 3,681,619 shares)		$ 10.15

Investor Class: Net Asset Value, offering price and redemption price per share ($51,263,657 ÷ 4,987,849 shares)		$ 10.28

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008

Investment Income
Dividends		$ 8,737,463
Interest		96,566
Income from Fidelity Central Funds		45,084,415
Total income		53,918,444

Expenses
Management fee	$ 8,444,734
Transfer agent fees	1,228,175
Distribution fees	141,179
Accounting and security lending fees	656,458
Custodian fees and expenses	60,082
Independent trustees' compensation	7,175
Depreciation in deferred trustee compensation account	(1,292)
Audit	68,628
Legal	17,299
Miscellaneous	94,913
Total expenses before reductions	10,717,351
Expense reductions	(60,874)	10,656,477
Net investment income (loss)		43,261,967
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(165,969,304)
Fidelity Central Funds	(8,540,335)
Foreign currency transactions	(137,068)
Futures contracts	(34,822,048)
Capital gain distributions from Fidelity Central Funds	1,535,680
Total net realized gain (loss)		(207,933,075)
Change in net unrealized appreciation (depreciation) on: Investment securities	(358,130,049)
Assets and liabilities in foreign currencies	1,982
Futures contracts	1,675,891
Total change in net unrealized appreciation (depreciation)		(356,452,176)
Net gain (loss)		(564,385,251)
Net increase (decrease) in net assets resulting from operations		$ (521,123,284)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 43,261,967	$ 54,611,999
Net realized gain (loss)	(207,933,075)	173,400,070
Change in net unrealized appreciation (depreciation)	(356,452,176)	61,419,903
Net increase (decrease) in net assets resulting from operations	(521,123,284)	289,431,972
Distributions to shareholders from net investment income	(41,190,249)	(123,782,842)
Distributions to shareholders from net realized gain	(172,526,461)	(61,310,603)
Total distributions	(213,716,710)	(185,093,445)
Share transactions - net increase (decrease)	12,608,857	(380,180,594)
Total increase (decrease) in net assets	(722,231,137)	(275,842,067)

Net Assets
Beginning of period	1,911,400,918	2,187,242,985
End of period (including undistributed net investment income of $1,589,214 and undistributed net investment income of $123,645, respectively)	$ 1,189,169,781	$ 1,911,400,918

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 16.58	$ 15.71	$ 15.04	$ 14.85	$ 14.46
Income from Investment Operations
Net investment income (loss)^C	.36	.44	.44	.38	.36^F
Net realized and unrealized gain (loss)	(4.75)	1.88	.64	.21	.42
Total from investment operations	(4.39)	2.32	1.08	.59	.78
Distributions from net investment income	(.37)	(1.00)	(.41)	(.39)	(.39)
Distributions from net realized gain	(1.51)	(.45)	-	(.01)	-
Total distributions	(1.88)	(1.45)	(.41)	(.40)^H	(.39)
Net asset value, end of period	$ 10.31	$ 16.58	$ 15.71	$ 15.04	$ 14.85
Total Return^A,B	(28.76)%	15.57%	7.32%	4.04%	5.47%
Ratios to Average Net Assets^D,G
Expenses before reductions	.63%	.63%	.65%	.64%	.66%
Expenses net of fee waivers, if any	.63%	.63%	.65%	.64%	.66%
Expenses net of all reductions	.63%	.62%	.63%	.63%	.65%
Net investment income (loss)	2.62%	2.75%	2.90%	2.60%	2.53%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,093,133	$ 1,791,647	$ 2,080,545	$ 2,407,113	$ 2,751,094
Portfolio turnover rate^E	90%	99%	173%	44%	66%

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

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

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

^D Fees and expenses of the 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.

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

^G 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 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.

^H Total distributions of $.40 per share is comprised of distributions from net investment income of $.39 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 16.48	$ 15.61	$ 14.94	$ 14.75	$ 14.37
Income from Investment Operations
Net investment income (loss)^C	.34	.42	.42	.36	.34^F
Net realized and unrealized gain (loss)	(4.71)	1.86	.64	.21	.42
Total from investment operations	(4.37)	2.28	1.06	.57	.76
Distributions from net investment income	(.35)	(.96)	(.39)	(.37)	(.38)
Distributions from net realized gain	(1.51)	(.45)	-	(.01)	-
Total distributions	(1.86)	(1.41)	(.39)	(.38)^H	(.38)
Net asset value, end of period	$ 10.25	$ 16.48	$ 15.61	$ 14.94	$ 14.75
Total Return^A,B	(28.82)%	15.36%	7.24%	3.93%	5.36%
Ratios to Average Net Assets^D,G
Expenses before reductions	.75%	.74%	.76%	.74%	.77%
Expenses net of fee waivers, if any	.75%	.74%	.76%	.74%	.77%
Expenses net of all reductions	.75%	.74%	.74%	.73%	.76%
Net investment income (loss)	2.50%	2.63%	2.79%	2.50%	2.41%
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,413	$ 13,530	$ 24,021	$ 29,382	$ 33,118
Portfolio turnover rate^E	90%	99%	173%	44%	66%

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

^H Total distributions of $.38 per share is comprised of distributions from net investment income of $.37 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 16.34	$ 15.47	$ 14.82	$ 14.64	$ 14.27
Income from Investment Operations
Net investment income (loss)^C	.32	.39	.39	.34	.32^F
Net realized and unrealized gain (loss)	(4.67)	1.85	.63	.21	.41
Total from investment operations	(4.35)	2.24	1.02	.55	.73
Distributions from net investment income	(.33)	(.92)	(.37)	(.37)	(.36)
Distributions from net realized gain	(1.51)	(.45)	-	(.01)	-
Total distributions	(1.84)	(1.37)	(.37)	(.37)^H	(.36)
Net asset value, end of period	$ 10.15	$ 16.34	$ 15.47	$ 14.82	$ 14.64
Total Return^A,B	(28.95)%	15.24%	7.06%	3.85%	5.18%
Ratios to Average Net Assets^D,G
Expenses before reductions	.90%	.89%	.92%	.90%	.93%
Expenses net of fee waivers, if any	.90%	.89%	.92%	.90%	.93%
Expenses net of all reductions	.89%	.89%	.90%	.89%	.92%
Net investment income (loss)	2.36%	2.48%	2.64%	2.34%	2.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 37,360	$ 59,670	$ 55,585	$ 51,574	$ 36,763
Portfolio turnover rate^E	90%	99%	173%	44%	66%

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

^H Total distributions of $.37 per share is comprised of distributions from net investment income of $.365 and distributions from net realized gain of $.005 per share.

Financial Highlights - Investor Class

Years ended December 31,	2008	2007	2006	2005^H
Selected Per-Share Data
Net asset value, beginning of period	$ 16.53	$ 15.67	$ 15.03	$ 14.63
Income from Investment Operations
Net investment income (loss)^E	.34	.42	.42	.16
Net realized and unrealized gain (loss)	(4.72)	1.87	.63	.24
Total from investment operations	(4.38)	2.29	1.05	.40
Distributions from net investment income	(.36)	(.98)	(.41)	-
Distributions from net realized gain	(1.51)	(.45)	-	-
Total distributions	(1.87)	(1.43)	(.41)	-
Net asset value, end of period	$ 10.28	$ 16.53	$ 15.67	$ 15.03
Total Return^B,C,D	(28.79)%	15.38%	7.16%	2.73%
Ratios to Average Net Assets^F,I
Expenses before reductions	.73%	.75%	.78%	.82%^A
Expenses net of fee waivers, if any	.73%	.75%	.78%	.82%^A
Expenses net of all reductions	.72%	.74%	.76%	.81%^A
Net investment income (loss)	2.53%	2.63%	2.77%	2.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 51,264	$ 46,555	$ 27,092	$ 9,322
Portfolio turnover rate^G	90%	99%	173%	44%

^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 had certain expenses not been reduced during the periods shown.

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

^F Fees and expenses of the 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 For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

^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 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.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2008

1. Organization.

VIP Asset Manager Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (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. Investment income, realized and unrealized capital gains and losses, the 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 also differ by class.

2. Investments in Fidelity Central Funds.

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

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Emerging Markets Equity Central Fund	Fidelity Management & Research Company, Inc. (FMRC)	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Loans & Direct Debt Instruments Mortgage Dollar Rolls Repurchase Agreements Restricted Securities Swap Agreements
Fidelity Money Market Central Funds	FIMM	Seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term investments

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com,as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

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 an independent pricing service on the primary market or exchange on which they are traded. 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. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of December 31, 2008, for the Fund's investments is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. 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 rate 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.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

3. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional 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 by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. 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 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 generally accepted accounting principles.

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 the short-term gain distributions from Fidelity Central Funds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustee compensation, capital loss carryforwards and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 25,856,963
Unrealized depreciation	(195,025,220)
Net unrealized appreciation (depreciation)	(169,168,257)
Undistributed ordinary income	1,635,988
Capital loss carryforward	(205,775,316)

Cost for federal income tax purposes	$ 1,370,064,026

The tax character of distributions paid was as follows:

	December 31, 2008	December 31, 2007
Ordinary Income	$ 141,735,471	$ 123,782,842
Long-term Capital Gains	71,981,239	61,310,603
Total	$ 213,716,710	$ 185,093,445

New Accounting Pronouncement. In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for reporting periods beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance.

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Annual Report

Notes to Financial Statements - continued

4. Operating Policies - continued

Futures Contracts - continued

("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $1,390,446,636 and $1,612,885,279, 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 .25% of the Fund's average net assets and a group fee rate that averaged .26% 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 annual management fee rate was .51% of the Fund's average net assets.

Distribution and Service Plan. 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, each class paid FDC the following amounts, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services:

Service Class	$ 11,064
Service Class 2	130,115
	$ 141,179

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. Prior to February 1, 2008, Investor Class paid a monthly asset based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class	$ 1,073,676
Service Class	9,992
Service Class 2	43,557
Investor Class	100,950
	$ 1,228,175

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 the 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. The commissions paid to these affiliated firms were $13,813 for the period.

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 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 $3,591 and is reflected in Miscellaneous Expense 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 from time to time in order to earn additional income. 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, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. 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 fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $100,401.

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 $60,874 for the period.

10. 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 30% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 19% of the total outstanding shares of the Fund.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $245,006, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2008	2007
From net investment income
Initial Class	$ 38,015,719	$ 117,226,118
Service Class	246,441	1,107,972
Service Class 2	1,187,775	3,252,325
Investor Class	1,740,314	2,196,427
Total	$ 41,190,249	$ 123,782,842

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders - continued

Years ended December 31,	2008	2007
From net realized gain
Initial Class	$ 161,149,954	$ 58,256,317
Service Class	1,209,795	687,641
Service Class 2	5,555,453	1,584,992
Investor Class	4,611,259	781,653
Total	$ 172,526,461	$ 61,310,603

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2008	2007	2008	2007
Initial Class
Shares sold	6,061,823	2,612,166	$ 86,439,618	$ 42,425,316
Reinvestment of distributions	14,987,340	11,325,893	199,165,673	175,482,435
Shares redeemed	(23,098,451)	(38,252,281)	(307,562,568)	(605,126,794)
Net increase (decrease)	(2,049,288)	(24,314,222)	$ (21,957,277)	$ (387,219,043)
Service Class
Shares sold	194,458	219,346	$ 2,734,982	$ 3,525,031
Reinvestment of distributions	109,333	117,606	1,456,236	1,795,613
Shares redeemed	(401,344)	(1,054,962)	(5,497,355)	(16,540,256)
Net increase (decrease)	(97,553)	(718,010)	$ (1,306,137)	$ (11,219,612)
Service Class 2
Shares sold	888,154	675,528	$ 12,478,899	$ 10,786,206
Reinvestment of distributions	512,663	315,652	6,743,228	4,837,317
Shares redeemed	(1,371,993)	(931,541)	(18,022,815)	(14,765,977)
Net increase (decrease)	28,824	59,639	$ 1,199,312	$ 857,546
Investor Class
Shares sold	3,564,716	1,161,487	$ 51,649,057	$ 18,608,136
Reinvestment of distributions	494,489	189,870	6,351,573	2,978,080
Shares redeemed	(1,887,346)	(264,027)	(23,327,671)	(4,185,701)
Net increase (decrease)	2,171,859	1,087,330	$ 34,672,959	$ 17,400,515

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products Fund V and Shareholders of VIP Asset Manager Portfolio:

We have audited the accompanying statement of assets and liabilities of VIP Asset Manager Portfolio (the Fund), a fund of Variable Insurance Products Fund V, including the schedule of investments, as of December 31, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. Our audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Asset Manager Portfolio as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 20, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Mr. Edward C. Johnson 3d and Mr. James C. Curvey, each of the Trustees oversees 158 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 380 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1989 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (66)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
James H. Keyes (68)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (62)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (69)
	Year of Election or Appointment: 2005 Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Correspondence intended for Mr. Kenneally may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Michael E. Kenneally (54)
	Year of Election or Appointment: 2008 Member of the Advisory Board. Mr. Kenneally also serves as Trustee (2009-present) or Member of the Advisory Board of other Fidelity Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
John R. Hebble (50)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.
Ren Y. Cheng (51)
	Year of Election or Appointment: 2007 Vice President of Asset Allocation Funds. Mr. Cheng also serves as Group Chief Investment Officer, Asset Allocation of FMR. Previously, Mr. Cheng served as a portfolio manager for the Fidelity Freedom Funds.
Boyce I. Greer (52)
	Year of Election or Appointment: 2005 or 2006 Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008- present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
Nancy D. Prior (41)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Michael H. Whitaker (41)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).
Stephanie J. Dorsey (39)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.
Robert G. Byrnes (42)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions (Unaudited)

Initial Class designates 11%, Service Class designates 11%, Service Class 2 designates 12% and Investor Class designates 11% of the dividends distributed in December 2008 as qualifying for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAM-ANN-0209
1.540206.111

Fidelity® Variable Insurance Products:
Asset Manager: Growth® Portfolio

Annual Report

December 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The managers' review of fund performance, strategy and outlook.
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.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>

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.

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 listings, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Past 5 years	Past 10 years
VIP Asset Manager: Growth - Initial Class	-35.81%	-2.09%	-1.32%
VIP Asset Manager: Growth - Service Class^A	-35.88%	-2.20%	-1.43%
VIP Asset Manager: Growth - Service Class 2^B	-36.05%	-2.39%	-1.59%
VIP Asset Manager: Growth - Investor Class^C	-35.85%	-2.19%	-1.37%

^APerformance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^BThe initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee). Returns prior to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Asset Manager: Growth® Portfolio - Initial Class on December 31, 1998. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

fid4332

Annual Report

Management's Discussion of Fund Performance

Comments from Derek Young, Lead Portfolio Manager of VIP Asset Manager: Growth Portfolio

A strong first half of the year was more than wiped out in the second half as financial market confidence cratered and our positioning yielded outsized losses. For the 12-month period, the fund fell far short of the Fidelity Asset Manager 70% Composite Index, which returned -26.96%. (For specific portfolio results, please see the performance section of this report.) Security selection was decidedly negative in the domestic equity and investment-grade bond categories, and asset allocation, too, was ineffective this period. It was an unforgiving environment for riskier assets, as the burgeoning global financial crisis spawned a massive flight to quality. Consequently, it proved harmful to favor equities and high-yield debt securities over stronger-performing investment-grade bonds and cash. The domestic equity subportfolio significantly underperformed its benchmark, plagued by steep losses in former market leaders - energy, materials and other cyclically oriented names - during the latter part of the year when world economic activity collapsed. Stock selection in energy, financials and technology hurt quite a bit, as did our overweighting in materials and underweighting in consumer staples. Good stock picks in transportation, a large underweighting in financials and a modest cash position were the only notable offsets. Individual detractors included fertilizer producer Mosaic, Freeport-McMoRan Copper & Gold and three energy names - Quicksilver Resources, Chesapeake Energy and Valero Energy. Top contributors were Delta Air, its merger partner, Northwest Airlines, and Southwestern Energy. The subportfolio's positioning changed dramatically during the period, with large overweightings in energy and materials being reduced while more-defensive groups such as health care, telecommunication services and consumer staples became areas of emphasis. Elsewhere, the developed-markets portion of the international equity component - represented by an underlying Fidelity central fund - finished slightly ahead of its benchmark. In December, as part of the foreign "sleeve," we began investing in a central fund of emerging-markets equities. A weak showing from the investment-grade central fund hurt a lot. Investments in beaten-down corporate bonds, subprime mortgage-backed securities and other securitized products - along with underweighting strong-performing government bonds - detracted meaningfully. Although allocations to high yield and floating rate hurt, excess returns from the high-yield and floating-rate central funds helped curb some of the damage. The cash component of the fund outperformed as well.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2008 to December 31, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
Initial Class	.73%
Actual		$ 1,000.00	$ 626.90	$ 2.99
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.71
Service Class	.83%
Actual		$ 1,000.00	$ 626.60	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.22
Service Class 2	1.01%
Actual		$ 1,000.00	$ 625.60	$ 4.13
Hypothetical^A		$ 1,000.00	$ 1,020.06	$ 5.13
Investor Class	.83%
Actual		$ 1,000.00	$ 626.50	$ 3.39
Hypothetical^A		$ 1,000.00	$ 1,020.96	$ 4.22

^A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

The information in the following tables is based on the combined investments of the Fund and its pro-rata share of its investments in each of Fidelity's Equity and Fixed-Income Central Funds.

Top Ten Stocks as of December 31, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	3.0	0.5
Wal-Mart Stores, Inc.	2.3	0.4
Pfizer, Inc.	1.5	0.0
Delta Air Lines, Inc.	1.5	0.2
AT&T, Inc.	1.5	0.0
Chevron Corp.	1.3	0.0
Procter & Gamble Co.	1.1	0.0
Johnson & Johnson	1.1	0.0
Costco Wholesale Corp.	1.0	0.5
Gilead Sciences, Inc.	1.0	0.0
	15.3
Market Sectors as of December 31, 2008
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	12.9	2.1
Energy	9.1	20.4
Consumer Staples	7.8	1.6
Financials	7.3	4.1
Consumer Discretionary	4.4	2.0
Industrials	4.1	5.8
Materials	4.1	21.8
Telecommunication Services	3.7	0.5
Information Technology	3.1	4.0
Utilities	1.8	0.9

Asset Allocation (% of fund's net assets)
As of December 31, 2008*			As of June 30, 2008**
	Stock Class and Equity Futures 69.1%			Stock Class and Equity Futures 71.2%
	Bond Class 29.8%			Bond Class 22.8%
	Short-Term Class 1.1%			Short-Term Class 6.0%
* Foreign investments		17.5%	** Foreign investments		24.8%

fid4341

Asset allocations in the pie chart reflect the categorization of assets as defined in the fund's prospectus in effect as of the time period indicated above. Financial Statement categorizations conform to accounting standards and will differ from the pie chart. Percentages are adjusted for the effect of futures contracts and swap contracts, if applicable.

A holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds is available at advisor.fidelity.com.

Annual Report

Investments December 31, 2008

Showing Percentage of Net Assets

Common Stocks - 48.5%
	Shares		Value
CONSUMER DISCRETIONARY - 3.5%
Distributors - 0.1%
Genuine Parts Co.	3,800		$ 143,868
Diversified Consumer Services - 0.7%
Apollo Group, Inc. Class A (non-vtg.) (a)	13,000		996,060
Hotels, Restaurants & Leisure - 0.7%
Darden Restaurants, Inc.	7,200		202,896
Las Vegas Sands Corp. (a)	27		160
McDonald's Corp.	13,100		814,689
			1,017,745
Household Durables - 0.3%
Gafisa SA sponsored ADR (d)	18,900		175,014
Newell Rubbermaid, Inc.	11,500		112,470
Whirlpool Corp.	4,300		177,805
			465,289
Media - 1.0%
Comcast Corp. Class A (special) (non-vtg.)	46,200		746,130
The DIRECTV Group, Inc. (a)	33,100		758,321
			1,504,451
Multiline Retail - 0.4%
Target Corp.	16,900		583,557
Specialty Retail - 0.3%
Lowe's Companies, Inc.	24,700		531,544
TOTAL CONSUMER DISCRETIONARY			5,242,514
CONSUMER STAPLES - 6.7%
Beverages - 0.7%
PepsiCo, Inc.	8,200		449,114
The Coca-Cola Co.	14,300		647,361
			1,096,475
Food & Staples Retailing - 3.3%
Costco Wholesale Corp.	28,700		1,506,750
Wal-Mart Stores, Inc.	60,500		3,391,630
			4,898,380
Food Products - 0.5%
Campbell Soup Co.	9,300		279,093
General Mills, Inc.	8,000		486,000
			765,093
Household Products - 1.1%
Procter & Gamble Co.	27,000		1,669,140
Tobacco - 1.1%
Altria Group, Inc.	27,200		409,632
Philip Morris International, Inc.	26,500		1,153,015
			1,562,647
TOTAL CONSUMER STAPLES			9,991,735

	Shares		Value
ENERGY - 8.2%
Energy Equipment & Services - 0.3%
ENSCO International, Inc.	9,800		$ 278,222
Nabors Industries Ltd. (a)	13,700		163,989
			442,211
Oil, Gas & Consumable Fuels - 7.9%
Apache Corp.	2,500		186,325
Cabot Oil & Gas Corp.	26,200		681,200
Chesapeake Energy Corp.	63,500		1,026,795
Chevron Corp.	25,700		1,901,029
China Shenhua Energy Co. Ltd. (H Shares)	114,900		246,325
El Paso Corp.	45,400		355,482
Exxon Mobil Corp.	55,100		4,398,633
Hess Corp.	4,300		230,652
Occidental Petroleum Corp.	3,200		191,968
PT Bumi Resources Tbk	504,400		40,952
Quicksilver Resources, Inc. (a)	99,000		551,430
SandRidge Energy, Inc. (a)	2,200		13,530
Southwestern Energy Co. (a)	32,500		941,525
Ultra Petroleum Corp. (a)	25,100		866,201
			11,632,047
TOTAL ENERGY			12,074,258
FINANCIALS - 4.9%
Capital Markets - 0.9%
Bank of New York Mellon Corp.	6,300		178,479
Goldman Sachs Group, Inc.	8,000		675,120
Morgan Stanley	20,100		322,404
State Street Corp.	3,200		125,856
			1,301,859
Commercial Banks - 0.9%
Industrial & Commercial Bank of China	202,000		107,243
PNC Financial Services Group, Inc.	5,900		289,100
Uniao de Bancos Brasileiros SA (Unibanco) GDR	1,000		64,620
Wells Fargo & Co.	31,900		940,412
			1,401,375
Diversified Financial Services - 1.4%
Apollo Global Management LLC (e)	50,700		50,700
Bank of America Corp.	32,600		459,008
Citigroup, Inc.	147,300		988,383
JPMorgan Chase & Co.	18,100		570,693
			2,068,784
Insurance - 1.7%
ACE Ltd.	13,900		735,588
China Life Insurance Co. Ltd. ADR (d)	15,700		728,480
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Everest Re Group Ltd.	7,300		$ 555,822
The Travelers Companies, Inc.	10,800		488,160
			2,508,050
TOTAL FINANCIALS			7,280,068
HEALTH CARE - 12.1%
Biotechnology - 4.7%
Amgen, Inc. (a)	12,400		716,100
Biogen Idec, Inc. (a)	18,300		871,629
BioMarin Pharmaceutical, Inc. (a)	9,600		170,880
Celgene Corp. (a)	24,500		1,354,360
Cephalon, Inc. (a)(d)	12,700		978,408
Genzyme Corp. (a)	16,300		1,081,831
Gilead Sciences, Inc. (a)	28,700		1,467,718
Vertex Pharmaceuticals, Inc. (a)	12,900		391,902
			7,032,828
Health Care Equipment & Supplies - 1.5%
Baxter International, Inc.	18,000		964,620
Covidien Ltd.	36,200		1,311,888
			2,276,508
Health Care Providers & Services - 0.9%
Express Scripts, Inc. (a)	21,500		1,182,070
Tenet Healthcare Corp. (a)	98,000		112,700
			1,294,770
Pharmaceuticals - 5.0%
Abbott Laboratories	18,200		971,334
Elan Corp. PLC sponsored ADR (a)	37,300		223,800
Johnson & Johnson	26,900		1,609,427
Merck & Co., Inc.	44,900		1,364,960
Pfizer, Inc.	127,900		2,265,109
Schering-Plough Corp.	20,200		344,006
Wyeth	15,100		566,401
			7,345,037
TOTAL HEALTH CARE			17,949,143
INDUSTRIALS - 3.1%
Aerospace & Defense - 0.6%
Raytheon Co.	7,800		398,112
The Boeing Co.	11,000		469,370
			867,482
Airlines - 2.1%
AMR Corp. (a)	12,400		132,308
Continental Airlines, Inc. Class B (a)	39,200		707,952
Delta Air Lines, Inc. (a)	196,100		2,247,306
			3,087,566

	Shares		Value
Construction & Engineering - 0.0%
China Communications Construction Co. Ltd. (H Shares)	24,000		$ 29,987
Industrial Conglomerates - 0.4%
General Electric Co.	38,300		620,460
TOTAL INDUSTRIALS			4,605,495
INFORMATION TECHNOLOGY - 2.6%
Communications Equipment - 0.7%
Cisco Systems, Inc. (a)	39,300		640,590
Juniper Networks, Inc. (a)	5,600		98,056
Nortel Networks Corp. (a)	144		38
QUALCOMM, Inc.	7,500		268,725
			1,007,409
Computers & Peripherals - 0.2%
Apple, Inc. (a)	3,300		281,655
Internet Software & Services - 0.4%
Equinix, Inc. (a)	4,400		234,036
Google, Inc. Class A (sub. vtg.) (a)	700		215,355
Omniture, Inc. (a)	10,400		110,656
			560,047
IT Services - 0.4%
Cognizant Technology Solutions Corp. Class A (a)	11,500		207,690
Lender Processing Services, Inc.	7,400		217,930
Visa, Inc.	4,800		251,760
			677,380
Semiconductors & Semiconductor Equipment - 0.1%
Entropic Communications, Inc.	24,100		12,050
Intel Corp.	9,400		137,804
			149,854
Software - 0.8%
Microsoft Corp.	9,200		178,848
Nintendo Co. Ltd.	2,600		993,200
			1,172,048
TOTAL INFORMATION TECHNOLOGY			3,848,393
MATERIALS - 3.3%
Chemicals - 2.2%
FMC Corp.	17,400		778,302
Intrepid Potash, Inc. (d)	11,800		245,086
Monsanto Co.	3,000		211,050
Potash Corp. of Saskatchewan, Inc.	8,800		644,336
Terra Industries, Inc.	19,700		328,399
The Mosaic Co.	27,800		961,880
			3,169,053
Metals & Mining - 1.1%
Agnico-Eagle Mines Ltd.	1,100		56,749
Barrick Gold Corp.	8,400		308,674
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - continued
Freeport-McMoRan Copper & Gold, Inc. Class B	6,800		$ 166,192
Goldcorp, Inc.	10,400		328,147
Impala Platinum Holdings Ltd.	21,600		313,075
Kinross Gold Corp.	6,300		116,504
Newmont Mining Corp.	9,100		370,370
			1,659,711
TOTAL MATERIALS			4,828,764
TELECOMMUNICATION SERVICES - 2.9%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	77,900		2,220,150
Verizon Communications, Inc.	37,300		1,264,470
			3,484,620
Wireless Telecommunication Services - 0.6%
America Movil SAB de CV Series L sponsored ADR	6,700		207,633
China Mobile (Hong Kong) Ltd. sponsored ADR	4,200		213,570
NTT DoCoMo, Inc.	111		218,302
TIM Participacoes SA sponsored ADR (non-vtg.)	18,300		228,567
			868,072
TOTAL TELECOMMUNICATION SERVICES			4,352,692
UTILITIES - 1.2%
Electric Utilities - 0.2%
Entergy Corp.	4,300		357,459
Independent Power Producers & Energy Traders - 0.4%
NRG Energy, Inc. (a)	27,000		629,910
Multi-Utilities - 0.6%
PG&E Corp.	9,600		371,616
Sempra Energy	5,600		238,728
Wisconsin Energy Corp.	5,000		209,900
			820,244
TOTAL UTILITIES			1,807,613
TOTAL COMMON STOCKS (Cost $84,375,771)		71,980,675

U.S. Treasury Obligations - 2.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.87% 1/2/09 to 4/2/09 (f) (Cost $3,254,762)	$ 3,255,000	3,254,589

International Equity Funds - 10.0%
	Shares		Value
Fidelity Emerging Markets Equity Central Fund (g)	14,359		$ 1,519,757
Fidelity International Equity Central Fund (g)	249,836		13,336,235
TOTAL INTERNATIONAL EQUITY FUNDS (Cost $25,769,626)		14,855,992
Fixed-Income Funds - 30.2%

Fidelity Floating Rate Central Fund (g)	67,875		4,420,699
Fidelity High Income Central Fund 1 (g)	49,991		3,472,399
Fidelity VIP Investment Grade Central Fund (g)	388,406		36,813,116
TOTAL FIXED-INCOME FUNDS (Cost $50,729,859)		44,706,214
Money Market Funds - 11.1%

Fidelity Cash Central Fund, 1.06% (b)	14,995,547		14,995,547
Fidelity Securities Lending Cash Central Fund, 0.87% (b)(c)	1,498,750		1,498,750
TOTAL MONEY MARKET FUNDS (Cost $16,494,297)		16,494,297
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $180,624,315)			151,291,767
NET OTHER ASSETS - (2.0)%			(3,027,010)
NET ASSETS - 100%		$ 148,264,757

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/(Depreciation)
Purchased
Equity Index Contracts
356 CME E-mini S&P 500 Index Contracts	March 2009	$ 16,021,780	$ 262,870

The face value of futures purchased as a percentage of net assets - 10.8%

Legend

(a) Non-income producing

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

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,854,995.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC's web site at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

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	$ 470,527
Fidelity Floating Rate Central Fund	385,261
Fidelity High Income Central Fund 1	291,920
Fidelity International Equity Central Fund	553,689
Fidelity Securities Lending Cash Central Fund	27,578
Fidelity VIP Investment Grade Central Fund	2,465,600
Total	$ 4,194,575

Additional information regarding the Fund's fiscal year to date purchases and sales, including the ownership percentage, of the non Money Market Central Funds is as follows:

Fund	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Emerging Markets Equity Central Fund	$ -	$ 1,435,900	$ -	$ 1,519,757	1.6%
Fidelity Floating Rate Central Fund	6,173,436	274,808	-	4,420,699	0.2%
Fidelity High Income Central Fund 1	3,399,366	1,134,351	-	3,472,399	1.1%
Fidelity International Equity Central Fund	20,230,794	3,687,241	-	13,336,235	2.7%
Fidelity VIP Investment Grade Central Fund	51,321,331	2,576,532	13,499,986	36,813,116	1.2%
Total	$ 81,124,927	$ 9,108,832	$ 13,499,986	$ 59,562,206

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 151,291,767	$ 146,088,094	$ 5,203,673	$ -
Other Financial Instruments*	$ 262,870	$ 262,870	$ -	$ -

* Other financial instruments include Futures Contracts.

The information in the following tables is based on the combined investment of the Fund and its pro rata share of the investments of Fidelity's Equity and Fixed-Income Central Funds.

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

U.S. Government and U.S. Government Agency Obligations	14.1%
AAA,AA,A	6.5%
BBB	4.3%
BB	2.3%
B	2.0%
CCC,CC,C	0.3%
D	0.0%
Not Rated	0.5%
Equities	69.1%
Short-Term Investments and Net Other Assets	0.9%
	100.0%

We have used ratings from Moody's Investors Services, Inc. Where Moody's ratings are not available, we have used S&P ratings. All ratings are as of the report date and do not reflect subsequent downgrades. Percentages are adjusted for the effect of futures contracts, if applicable.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows: (Unaudited)

United States of America	82.5%
Japan	2.8%
United Kingdom	2.3%
Canada	1.9%
Bermuda	1.7%
Switzerland	1.4%
France	1.2%
China	1.1%
Others (individually less than 1%)	5.1%
	100.0%

Income Tax Information

At December 31, 2008, the fund had a capital loss carryforward of approximately $39,978,928 of which $7,030,969, $8,613,887 and $24,334,072 will expire on December 31, 2010, 2011 and 2016, respectively.

The fund intends to elect to defer to its fiscal year ending December 31, 2009 approximately $13,312,767 of losses recognized during the period November 1, 2008 to December 31, 2008.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (including securities loaned of $1,475,258) - See accompanying schedule: Unaffiliated issuers (cost $87,630,533)	$ 75,235,264
Fidelity Central Funds (cost $92,993,782)	76,056,503
Total Investments (cost $180,624,315)		$ 151,291,767
Cash		28,467
Foreign currency held at value (cost $5)		6
Receivable for fund shares sold		20,350
Dividends receivable		112,442
Distributions receivable from Fidelity Central Funds		339,195
Receivable for daily variation on futures contracts		211,820
Prepaid expenses		1,669
Other receivables		12,232
Total assets		152,017,948

Liabilities
Payable for investments purchased	$ 1,978,779
Payable for fund shares redeemed	135,321
Accrued management fee	68,325
Distribution fees payable	1,569
Other affiliated payables	15,256
Other payables and accrued expenses	55,191
Collateral on securities loaned, at value	1,498,750
Total liabilities		3,753,191

Net Assets		$ 148,264,757
Net Assets consist of:
Paid in capital		$ 229,819,663
Undistributed net investment income		72,273
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(52,559,063)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(29,068,116)
Net Assets		$ 148,264,757

Statement of Assets and Liabilities - continued

	December 31, 2008

Initial Class: Net Asset Value, offering price and redemption price per share ($118,672,226 ÷ 12,261,525 shares)		$ 9.68

Service Class: Net Asset Value, offering price and redemption price per share ($2,910,541 ÷ 302,575 shares)		$ 9.62

Service Class 2: Net Asset Value, offering price and redemption price per share ($6,544,833 ÷ 683,552 shares)		$ 9.57

Investor Class: Net Asset Value, offering price and redemption price per share ($20,137,157 ÷ 2,087,362 shares)		$ 9.65

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008

Investment Income
Dividends		$ 1,402,497
Interest		31,849
Income from Fidelity Central Funds		4,194,575
Total income		5,628,921

Expenses
Management fee	$ 1,196,307
Transfer agent fees	181,431
Distribution fees	26,632
Accounting and security lending fees	105,691
Custodian fees and expenses	36,283
Independent trustees' compensation	923
Audit	63,890
Legal	2,697
Miscellaneous	11,390
Total expenses before reductions	1,625,244
Expense reductions	(15,420)	1,609,824
Net investment income (loss)		4,019,097
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(26,725,717)
Fidelity Central Funds	(518,268)
Foreign currency transactions	(28,826)
Futures contracts	(9,562,767)
Capital gain distributions from Fidelity Central Funds	110,614
Total net realized gain (loss)		(36,724,964)
Change in net unrealized appreciation (depreciation) on: Investment securities	(57,335,502)
Assets and liabilities in foreign currencies	265
Futures contracts	377,671
Total change in net unrealized appreciation (depreciation)		(56,957,566)
Net gain (loss)		(93,682,530)
Net increase (decrease) in net assets resulting from operations		$ (89,663,433)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,019,097	$ 4,569,238
Net realized gain (loss)	(36,724,964)	23,933,494
Change in net unrealized appreciation (depreciation)	(56,957,566)	11,801,366
Net increase (decrease) in net assets resulting from operations	(89,663,433)	40,304,098
Distributions to shareholders from net investment income	(3,919,898)	(9,798,205)
Distributions to shareholders from net realized gain	(155,222)	-
Total distributions	(4,075,120)	(9,798,205)
Share transactions - net increase (decrease)	31,697	(18,820,400)
Total increase (decrease) in net assets	(93,706,856)	11,685,493

Net Assets
Beginning of period	241,971,613	230,286,120
End of period (including undistributed net investment income of $72,273 and distributions in excess of net investment income of $57, respectively)	$ 148,264,757	$ 241,971,613

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 15.51	$ 13.60	$ 12.97	$ 12.78	$ 12.33
Income from Investment Operations
Net investment income (loss)^C	.26	.29	.26	.24	.26^F
Net realized and unrealized gain (loss)	(5.82)	2.24	.63	.25	.47
Total from investment operations	(5.56)	2.53	.89	.49	.73
Distributions from net investment income	(.26)	(.62)	(.26)	(.30)	(.28)
Distributions from net realized gain	(.01)	-	-	-	-
Total distributions	(.27)	(.62)	(.26)	(.30)	(.28)
Net asset value, end of period	$ 9.68	$ 15.51	$ 13.60	$ 12.97	$ 12.78
Total Return^{A, B}	(35.81)%	18.97%	6.99%	3.89%	5.98%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.74%	.74%	.77%	.74%	.75%
Expenses net of fee waivers, if any	.74%	.74%	.77%	.74%	.75%
Expenses net of all reductions	.73%	.73%	.73%	.72%	.74%
Net investment income (loss)	1.90%	1.98%	2.01%	1.93%	2.15%
Supplemental Data
Net assets, end of period (000 omitted)	$ 118,672	$ 211,867	$ 212,222	$ 260,968	$ 306,137
Portfolio turnover rate^E	110%	132%	233%	43%	57%

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 15.41	$ 13.51	$ 12.88	$ 12.69	$ 12.25
Income from Investment Operations
Net investment income (loss)^C	.24	.27	.25	.23	.25^F
Net realized and unrealized gain (loss)	(5.77)	2.22	.63	.24	.46
Total from investment operations	(5.53)	2.49	.88	.47	.71
Distributions from net investment income	(.25)	(.59)	(.25)	(.28)	(.27)
Distributions from net realized gain	(.01)	-	-	-	-
Total distributions	(.26)	(.59)	(.25)	(.28)	(.27)
Net asset value, end of period	$ 9.62	$ 15.41	$ 13.51	$ 12.88	$ 12.69
Total Return^{A, B}	(35.88)%	18.79%	6.93%	3.79%	5.85%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.84%	.84%	.87%	.84%	.88%
Expenses net of fee waivers, if any	.84%	.84%	.87%	.84%	.88%
Expenses net of all reductions	.83%	.83%	.83%	.82%	.87%
Net investment income (loss)	1.80%	1.88%	1.91%	1.83%	2.02%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,911	$ 5,113	$ 4,977	$ 5,604	$ 5,907
Portfolio turnover rate^E	110%	132%	233%	43%	57%

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005	2004
Selected Per-Share Data
Net asset value, beginning of period	$ 15.34	$ 13.42	$ 12.81	$ 12.61	$ 12.19
Income from Investment Operations
Net investment income (loss)^C	.22	.25	.22	.20	.22^F
Net realized and unrealized gain (loss)	(5.75)	2.21	.62	.25	.46
Total from investment operations	(5.53)	2.46	.84	.45	.68
Distributions from net investment income	(.23)	(.54)	(.23)	(.25)	(.26)
Distributions from net realized gain	(.01)	-	-	-	-
Total distributions	(.24)	(.54)	(.23)	(.25)	(.26)
Net asset value, end of period	$ 9.57	$ 15.34	$ 13.42	$ 12.81	$ 12.61
Total Return^{A, B}	(36.05)%	18.68%	6.64%	3.65%	5.63%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	1.01%	1.02%	1.05%	1.03%	1.06%
Expenses net of fee waivers, if any	1.01%	1.02%	1.05%	1.03%	1.06%
Expenses net of all reductions	1.01%	1.01%	1.02%	1.02%	1.05%
Net investment income (loss)	1.62%	1.70%	1.73%	1.64%	1.84%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,545	$ 8,622	$ 6,205	$ 5,854	$ 6,399
Portfolio turnover rate^E	110%	132%	233%	43%	57%

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.04 per share.

Financial Highlights - Investor Class

Years ended December 31,	2008	2007	2006	2005^H
Selected Per-Share Data
Net asset value, beginning of period	$ 15.46	$ 13.56	$ 12.96	$ 12.60
Income from Investment Operations
Net investment income (loss)^E	.24	.27	.24	.10
Net realized and unrealized gain (loss)	(5.78)	2.23	.63	.26
Total from investment operations	(5.54)	2.50	.87	.36
Distributions from net investment income	(.26)	(.60)	(.27)	-
Distributions from net realized gain	(.01)	-	-	-
Total distributions	(.27)	(.60)	(.27)	-
Net asset value, end of period	$ 9.65	$ 15.46	$ 13.56	$ 12.96
Total Return^{B, C, D}	(35.85)%	18.78%	6.80%	2.86%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	.83%	.86%	.92%	.96%^A
Expenses net of fee waivers, if any	.83%	.86%	.92%	.96%^A
Expenses net of all reductions	.83%	.86%	.89%	.94%^A
Net investment income (loss)	1.81%	1.86%	1.86%	1.83%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 20,137	$ 16,370	$ 6,882	$ 1,330
Portfolio turnover rate^G	110%	132%	233%	43%

^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 had certain expenses not been reduced during the periods shown.

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

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

^H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2008

1. Organization.

VIP Asset Manager: Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund V (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. Investment income, realized and unrealized capital gains and losses, the 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 also differ by class.

2. Investments in Fidelity Central Funds.

Fidelity Central Fund	Investment Manager	Investment Objective	Investment Practices
Fidelity Emerging Markets Equity Central Fund	Fidelity Management & Research Company, Inc. (FMRC)	Seeks capital appreciation by investing primarily in equity securities of issuers in emerging markets.	Foreign Securities
Fidelity International Equity Central Fund	FMRC	Seeks capital appreciation by investing primarily in non-U.S. based common stocks, including securities of issuers located in emerging markets.	Foreign Securities Repurchase Agreements
Fidelity Floating Rate Central Fund	FMRC	Seeks a high level of income by normally investing in floating rate loans and other floating rate securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
Fidelity High Income Central Fund 1	FMRC	Seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities.	Loans & Direct Debt Instruments Repurchase Agreements Restricted Securities
VIP Investment Grade Central Fund	Fidelity Investments Money Management, Inc. (FIMM)	Seeks a high level of current income by normally investing in investment-grade debt securities and repurchase agreements.	Delayed Delivery & When Issued Securities Mortgage Dollar Rolls Repurchase Agreements Restricted Securities Swap Agreements
Fidelity Money Market Central Funds	FIMM	Seeks to obtain a high level of current income consistent with the preservation of capital and liquidity.	Short-term investments

An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro rata share of any securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, is available at advisor.fidelity.com, as applicable. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

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 an independent pricing service on the primary market or exchange on which they are traded. 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. Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of December 31, 2008, for the Fund's investments 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. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. 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.

Annual Report

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to the short-term gain distributions from Fidelity Central Funds, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships (including allocations from Fidelity Central Funds), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 4,211,049
Unrealized depreciation	(31,905,925)
Net unrealized appreciation (depreciation)	(27,694,876)
Undistributed ordinary income	75,789
Capital loss carryforward	(39,978,928)

Cost for federal income tax purposes	$ 178,986,643

The tax character of distributions paid was as follows:

	December 31, 2008	December 31, 2007
Ordinary Income	$ 4,075,120	$ 9,798,205

4. Operating Policies.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts

Annual Report

Notes to Financial Statements - continued

4. Operating Policies - continued

Futures Contracts - continued

involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms.

5. Purchases and Sales of Investments.

Purchases and sales of securities (including the Equity and Fixed-Income Central Funds), other than short-term securities, aggregated $212,758,648 and $224,151,292, 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 a group fee rate that averaged .26% 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 annual management fee rate was .56% of the Fund's average net assets.

For the period, each class paid FDC the following amounts, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services:

Service Class	$ 4,298
Service Class 2	22,334
	$ 26,632

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. Prior to February 1, 2008, Investor Class paid asset based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class	$ 129,166
Service Class	3,215
Service Class 2	9,113
Investor Class	39,937
	$ 181,431

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 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 $461 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

9. Expense Reductions.

10. Other.

At the end of the period, FMR or its affiliates were the owners of record of 74% of the total outstanding shares of the Fund.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $40,059, which is recorded in the accompanying Statement of Operations.

Annual Report

Notes to Financial Statements - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2008	2007
From net investment income
Initial Class	$ 3,156,178	$ 8,859,832
Service Class	74,386	204,868
Service Class 2	154,880	261,814
Investor Class	534,454	471,691
Total	$ 3,919,898	$ 9,798,205
From net realized gain
Initial Class	$ 134,082	$ -
Service Class	3,340	-
Service Class 2	5,826	-
Investor Class	11,974	-
Total	$ 155,222	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2008	2007	2008	2007
Initial Class
Shares sold	788,921	362,169	$ 11,612,217	$ 5,422,430
Reinvestment of distributions	341,444	614,047	3,290,259	8,859,831
Shares redeemed	(2,528,396)	(2,920,445)	(32,539,541)	(42,137,623)
Net increase (decrease)	(1,398,031)	(1,944,229)	$ (17,637,065)	$ (27,855,362)
Service Class
Shares sold	35,332	20,432	$ 498,951	$ 287,973
Reinvestment of distributions	8,103	14,289	77,726	204,868
Shares redeemed	(72,605)	(71,493)	(983,626)	(1,011,333)
Net increase (decrease)	(29,170)	(36,772)	$ (406,949)	$ (518,492)
Service Class 2
Shares sold	560,755	308,193	$ 8,209,547	$ 4,486,311
Reinvestment of distributions	16,882	18,038	160,705	261,814
Shares redeemed	(456,264)	(226,400)	(6,362,669)	(3,287,598)
Net increase (decrease)	121,373	99,831	$ 2,007,583	$ 1,460,527
Investor Class
Shares sold	1,603,388	724,903	$ 23,239,995	$ 10,617,048
Reinvestment of distributions	57,262	31,989	546,428	471,691
Shares redeemed	(631,891)	(205,796)	(7,718,295)	(2,995,812)
Net increase (decrease)	1,028,759	551,096	$ 16,068,128	$ 8,092,927

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products Fund V and Shareholders of VIP Asset Manager: Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of VIP Asset Manager: Growth Portfolio (the Fund), a fund of Variable Insurance Products Fund V, including the schedule of investments, as of December 31, 2008, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Asset Manager: Growth Portfolio as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 20, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 158 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 380 funds advised by FMR or an affiliate.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1989 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (66)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
James H. Keyes (68)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (62)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (69)
	Year of Election or Appointment: 2005 Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Name, Age; Principal Occupation
Michael E. Kenneally (54)
	Year of Election or Appointment: 2008 Member of the Advisory Board. Mr. Kenneally also serves as Trustee (2009-present) or Member of the Advisory Board of other Fidelity Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
John R. Hebble (50)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.
Ren Y. Cheng (51)
	Year of Election or Appointment: 2007 Vice President of Asset Allocation Funds. Mr. Cheng also serves as Group Chief Investment Officer, Asset Allocation of FMR. Previously, Mr. Cheng served as a portfolio manager for the Fidelity Freedom Funds.
Boyce I. Greer (52)
	Year of Election or Appointment: 2005 or 2006 Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
Nancy D. Prior (41)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Michael H. Whitaker (41)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).
Stephanie J. Dorsey (39)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.
Robert G. Byrnes (42)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions (Unaudited)

A total of 6.70% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income taxes.

Service Class designates 8% and 19%, Investor Class designates 8% and 19%, Initial Class designates 8% and 18% and Service Class 2 designates 8% and 21% of the dividends distributed in February and December 2008, respectively as qualifying for the dividends-received deduction for corporate shareholders.

The fund will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual 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.

Fidelity Research & Analysis Company

Fidelity Investments Money Management, Inc.

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPAMG-ANN-0209
1.540207.111

Fidelity® Variable Insurance Products:

Freedom Funds -
Income, 2005, 2010, 2015, 2020, 2025, 2030

Annual Report

December 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The managers' review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Freedom Income Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2005 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2010 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2015 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2020 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2025 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Freedom 2030 Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>

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.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

VIP Freedom Funds Portfolio

VIP Freedom Income Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom Income - Initial Class	-10.45%	1.66%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom Income Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid4371

VIP Freedom Funds Portfolio

VIP Freedom 2005 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2005 - Initial Class	-23.83%	-0.56%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2005 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid4373

Annual Report

VIP Freedom 2010 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2010 - Initial Class	-25.05%	-0.84%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2010 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid4375

VIP Freedom Funds Portfolio

VIP Freedom 2015 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2015 - Initial Class	-27.03%	-0.67%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2015 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

fid4377

Annual Report

VIP Freedom 2020 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2020 - Initial Class	-32.60%	-2.06%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2020 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 performed over the same period.

fid4379

VIP Freedom Funds Portfolio

VIP Freedom 2025 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2025 - Initial Class	-34.16%	-2.28%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2025 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 performed over the same period.

fid4381

Annual Report

VIP Freedom 2030 Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund^A
VIP Freedom 2030 - Initial Class	-38.04%	-3.25%

^AFrom April 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom 2030 Portfolio - Initial Class on April 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 performed over the same period.

fid4383

VIP Freedom Funds Portfolio

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Jonathan Shelon, Co-Portfolio Managers of VIP Freedom Funds

By year-end 2008, the vicious credit crisis sparked in the U.S. had spread like wildfire across the world's capital markets, stunting global growth, toppling commodity prices, changing the face of the global financial system and chasing risk-averse investors toward the sidelines. The U.S. equity markets, as measured by the Dow Jones Industrial Average^SM and Standard & Poor's 500^SM Index, fell hard as a result, declining 31.93% and 37.00%, respectively, while the technology-laden NASDAQ Composite® Index slid 40.03%. Foreign market stocks saw an even sharper decline, as illustrated by the 43.28% loss of the MSCI® EAFE® Index (Europe, Australasia, Far East), a gauge of developed stock markets outside the U.S. and Canada. A generally stronger U.S. dollar also held back returns for U.S. investors in foreign equities. Emerging-markets stocks - the global performance leader only a year ago - fell harder still, dropping 53.18%, as measured by the MSCI Emerging Markets Index. The only clear winners during the past year were assets backed by the U.S. government, as investors fled from risk. Thus, the Barclays Capital U.S. Treasury Bond Index climbed 13.74% for the year, while the Barclays Capital U.S. Aggregate Bond Index - a broader measure of the U.S. investment-grade bond universe - gained a more modest 5.24%. By contrast, high-yield bonds bore the brunt of investors' increasing wariness over risk, as expressed by the Merrill Lynch® U.S. High Yield Master II Constrained Index's drop of 26.11%. The emerging-markets bond category also felt the shock of investors' risk-averse sentiment, with the JPMorgan Emerging Markets Bond Index (EMBI) Global falling 10.91%. Meanwhile, the Citigroup® Non-U.S. Group of 7 Index - representing the debt performance of major global economies, excluding the United States - eked out a 1.69% gain.

Each of the VIP Freedom Funds turned in negative absolute returns for the 12-month period and, on a relative basis, all fell behind their respective Composite indexes. (For specific portfolio results, please refer to the performance section of this report.) The domestic equity asset class lagged the Dow Jones Wilshire 5000 Composite Index^SM, which slid 37.23%, due mostly to unproductive stock selection within the underlying funds. Meanwhile, the international equity asset class performed more or less in line with the MSCI EAFE. In fixed-income, the Funds' investments in investment-grade bonds also underperformed, compared with the Barclays Capital U.S. Aggregate Bond Index. Our investment-grade bond sleeve lagged mostly because of its overweighted exposure to "spread-based" securities, such as asset-backed and mortgage-backed issues, which, even though they were mostly high-quality securities, still saw their yield spreads widen and prices fall as the credit crunch worsened during the year. On the other hand, the Funds' short-term holding edged out the 2.24% gain of the Barclays Capital U.S. 3 Month Treasury Bill Index - mostly due to its focus on short-maturity money market instruments from high-quality issuers. Turning to high-yield, the Funds' high-yield holding declined steeply but still outpaced the Merrill Lynch U.S. High Yield Master II Constrained Index.

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including 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 Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2008 to December 31, 2008).

Actual Expenses

The first line of the accompanying table for each class of each 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, each Fund, as a shareholder in underlying Fidelity Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Funds. These fees and expenses are not included in each Fund's annualized expense ratio used to calculate the expense estimates in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each 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, each Fund, as a shareholder in underlying Fidelity Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Funds. These fees and expenses are not included in each Fund's annualized expense ratio used to calculate the expense estimates in the table below.

	Annualized Expense Ratio	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
VIP Freedom Income
Initial Class	.00%
Actual		$ 1,000.00	$ 909.00	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 908.60	$ .48
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 908.10	$ 1.20
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2005
Initial Class	.00%
Actual		$ 1,000.00	$ 802.80	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 802.20	$ .45
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 801.20	$ 1.13
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2010
Initial Class	.00%
Actual		$ 1,000.00	$ 792.70	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 792.50	$ .45
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 792.30	$ 1.13
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2015
Initial Class	.00%
Actual		$ 1,000.00	$ 778.00	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 777.30	$ .45
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 776.00	$ 1.12
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2020
Initial Class	.00%
Actual		$ 1,000.00	$ 730.30	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 729.80	$ .43
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 729.00	$ 1.09
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2025
Initial Class	.00%
Actual		$ 1,000.00	$ 716.70	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 716.40	$ .43
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 715.30	$ 1.08
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27
VIP Freedom 2030
Initial Class	.00%
Actual		$ 1,000.00	$ 683.70	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
Service Class	.10%
Actual		$ 1,000.00	$ 683.40	$ .42
Hypothetical ^A		$ 1,000.00	$ 1,024.63	$ .51
Service Class 2	.25%
Actual		$ 1,000.00	$ 683.10	$ 1.06
Hypothetical ^A		$ 1,000.00	$ 1,023.88	$ 1.27

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Fund invests are not included in each class' annualized expense ratio.

VIP Freedom Funds Portfolio

VIP Freedom Income Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	3.4	3.0
VIP Equity-Income Portfolio Initial Class	3.9	3.2
VIP Growth & Income Portfolio Initial Class	3.8	3.4
VIP Growth Portfolio Initial Class	3.7	3.7
VIP Mid Cap Portfolio Initial Class	1.4	1.3
VIP Value Portfolio Initial Class	3.5	2.8
VIP Value Strategies Portfolio Initial Class	1.5	1.2
	21.2	18.6
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	4.7	5.1
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	34.9	35.2
Short-Term Funds
VIP Money Market Portfolio Initial Class	39.2	41.1
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	21.2%
	High Yield Fixed-Income Funds	4.7%
	Investment Grade Fixed-Income Funds	34.9%
	Short-Term Funds	39.2%

fid4393

Six months ago
	Domestic Equity Funds	18.6%
	High Yield Fixed-Income Funds	5.1%
	Investment Grade Fixed-Income Funds	35.2%
	Short-Term Funds	41.1%

fid4399

The six months ago allocation is based on the fund's holdings as of June 30, 2008. The current allocation is based on the fund's holdings as of December 31, 2008.

Annual Report

VIP Freedom Income Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 21.2%
	Shares		Value
Domestic Equity Funds - 21.2%
VIP Contrafund Portfolio Initial Class	30,463		$ 468,825
VIP Equity-Income Portfolio Initial Class	41,928		552,612
VIP Growth & Income Portfolio Initial Class	61,179		537,765
VIP Growth Portfolio Initial Class	22,307		524,876
VIP Mid Cap Portfolio Initial Class	10,786		198,792
VIP Value Portfolio Initial Class	72,536		485,268
VIP Value Strategies Portfolio Initial Class	42,546		209,754
TOTAL EQUITY FUNDS (Cost $4,392,917)		2,977,892
Fixed-Income Funds - 39.6%

High Yield Fixed-Income Funds - 4.7%
VIP High Income Portfolio Initial Class	167,090		661,675
Investment Grade Fixed-Income Funds - 34.9%
VIP Investment Grade Bond Portfolio Initial Class	414,804		4,911,276
TOTAL FIXED-INCOME FUNDS (Cost $6,154,016)		5,572,951
Short-Term Funds - 39.2%

VIP Money Market Portfolio Initial Class (Cost $5,521,745)	5,521,745		5,521,745
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $16,068,678)		$ 14,072,588

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 14,072,588	$ 14,072,588	$ -	$ -

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

Annual Report

VIP Freedom Income Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $16,068,678) - See accompanying schedule		$ 14,072,588
Receivable for investments sold		17,694
Receivable for fund shares sold		44,445
Total assets		14,134,727

Liabilities
Payable to custodian bank	$ 17,674
Payable for investments purchased	44,937
Payable for fund shares redeemed	191
Distribution fees payable	970
Total liabilities		63,772

Net Assets		$ 14,070,955
Net Assets consist of:
Paid in capital		$ 16,088,094
Undistributed net investment income		8,053
Accumulated undistributed net realized gain (loss) on investments		(29,102)
Net unrealized appreciation (depreciation) on investments		(1,996,090)
Net Assets		$ 14,070,955

Initial Class: Net Asset Value, offering price and redemption price per share ($8,976,272 ÷ 982,209 shares)		$ 9.14

Service Class: Net Asset Value, offering price and redemption price per share ($258,463 ÷ 28,267 shares)		$ 9.14

Service Class 2: Net Asset Value, offering price and redemption price per share ($4,836,220 ÷ 530,389 shares)		$ 9.12

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 543,614

Expenses
Distribution fees	$ 13,229
Independent trustees' compensation	65
Total expenses before reductions	13,294
Expense reductions	(65)	13,229
Net investment income (loss)		530,385
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(81,822)
Capital gain distributions from underlying funds	156,150	74,328
Change in net unrealized appreciation (depreciation) on underlying funds		(2,273,534)
Net gain (loss)		(2,199,206)
Net increase (decrease) in net assets resulting from operations		$ (1,668,821)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 530,385	$ 536,242
Net realized gain (loss)	74,328	254,116
Change in net unrealized appreciation (depreciation)	(2,273,534)	20,918
Net increase (decrease) in net assets resulting from operations	(1,668,821)	811,276
Distributions to shareholders from net investment income	(526,141)	(536,930)
Distributions to shareholders from net realized gain	(255,456)	(143,697)
Total distributions	(781,597)	(680,627)
Share transactions - net increase (decrease)	2,483,235	3,057,630
Total increase (decrease) in net assets	32,817	3,188,279

Net Assets
Beginning of period	14,038,138	10,849,859
End of period (including undistributed net investment income of $8,053 and undistributed net investment income of $3,810, respectively)	$ 14,070,955	$ 14,038,138

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

VIP Freedom Funds Portfolio

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.80	$ 10.71	$ 10.36	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.36	.43	.40	.16
Net realized and unrealized gain (loss)	(1.48)	.22	.32	.30
Total from investment operations	(1.12)	.65	.72	.46
Distributions from net investment income	(.37)	(.44)	(.32)	(.10)
Distributions from net realized gain	(.17)	(.12)	(.05)	-
Total distributions	(.54)	(.56)	(.37)	(.10)
Net asset value, end of period	$ 9.14	$ 10.80	$ 10.71	$ 10.36
Total Return^{B, C, D}	(10.45)%	6.10%	6.94%	4.58%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.50%	3.93%	3.75%	2.34%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,976	$ 10,035	$ 9,398	$ 5,954
Portfolio turnover rate	55%	56%	44%	12%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 but do not include expenses of the investment companies in which the Fund invests.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 10.71	$ 10.36	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.35	.42	.39	.16
Net realized and unrealized gain (loss)	(1.50)	.23	.32	.29
Total from investment operations	(1.15)	.65	.71	.45
Distributions from net investment income	(.35)	(.43)	(.31)	(.09)
Distributions from net realized gain	(.17)	(.12)	(.05)	-
Total distributions	(.52)	(.55)	(.36)	(.09)
Net asset value, end of period	$ 9.14	$ 10.81	$ 10.71	$ 10.36
Total Return^{B, C, D}	(10.65)%	6.10%	6.83%	4.51%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	3.40%	3.83%	3.65%	2.24%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 258	$ 414	$ 391	$ 366
Portfolio turnover rate	55%	56%	44%	12%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.78	$ 10.69	$ 10.36	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.40	.37	.15
Net realized and unrealized gain (loss)	(1.48)	.23	.32	.29
Total from investment operations	(1.15)	.63	.69	.44
Distributions from net investment income	(.34)	(.42)	(.31)	(.08)
Distributions from net realized gain	(.17)	(.12)	(.05)	-
Total distributions	(.51)	(.54)	(.36)	(.08)
Net asset value, end of period	$ 9.12	$ 10.78	$ 10.69	$ 10.36
Total Return^{B, C, D}	(10.70)%	5.92%	6.61%	4.41%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	3.25%	3.68%	3.50%	2.09%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 4,836	$ 3,589	$ 1,061	$ 365
Portfolio turnover rate	55%	56%	44%	12%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

VIP Freedom Funds Portfolio

VIP Freedom 2005 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.3	6.0
VIP Equity-Income Portfolio Initial Class	7.4	6.1
VIP Growth & Income Portfolio Initial Class	7.2	6.7
VIP Growth Portfolio Initial Class	7.0	7.3
VIP Mid Cap Portfolio Initial Class	2.7	2.6
VIP Value Portfolio Initial Class	6.4	5.5
VIP Value Strategies Portfolio Initial Class	2.8	2.2
	39.8	36.4
International Equity Funds
VIP Overseas Portfolio Initial Class	8.9	9.1
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	4.6	5.2
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	32.8	35.8
Short-Term Funds
VIP Money Market Portfolio Initial Class	13.9	13.5
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	39.8%
	International Equity Funds	8.9%
	High Yield Fixed-Income Funds	4.6%
	Investment Grade Fixed-Income Funds	32.8%
	Short-Term Funds	13.9%

fid4408

Six months ago
	Domestic Equity Funds	36.4%
	International Equity Funds	9.1%
	High Yield Fixed-Income Funds	5.2%
	Investment Grade Fixed-Income Funds	35.8%
	Short-Term Funds	13.5%

fid4415

Expected
	Domestic Equity Funds	38.0%
	International Equity Funds	7.9%
	High Yield Fixed-Income Funds	5.0%
	Investment Grade Fixed-Income Funds	32.9%
	Short-Term Funds	16.2%

fid4422

The fund invests according to an asset allocation strategy that becomes increasingly conservative over time. The six months ago allocation is based on the fund's holdings as of June 30, 2008. The current allocation is based on the fund's holdings as of December 31, 2008. The expected allocation represents the fund's anticipated allocation at June 30, 2009.

Annual Report

VIP Freedom 2005 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 48.7%
	Shares		Value
Domestic Equity Funds - 39.8%
VIP Contrafund Portfolio Initial Class	26,554		$ 408,664
VIP Equity-Income Portfolio Initial Class	36,482		480,827
VIP Growth & Income Portfolio Initial Class	53,153		467,214
VIP Growth Portfolio Initial Class	19,439		457,397
VIP Mid Cap Portfolio Initial Class	9,420		173,603
VIP Value Portfolio Initial Class	62,930		421,001
VIP Value Strategies Portfolio Initial Class	36,854		181,692
TOTAL DOMESTIC EQUITY FUNDS			2,590,398
International Equity Funds - 8.9%
VIP Overseas Portfolio Initial Class	47,860		582,453
TOTAL EQUITY FUNDS (Cost $4,789,738)		3,172,851
Fixed-Income Funds - 37.4%

High Yield Fixed-Income Funds - 4.6%
VIP High Income Portfolio Initial Class	75,721		299,853
Investment Grade Fixed-Income Funds - 32.8%
VIP Investment Grade Bond Portfolio Initial Class	180,205		2,133,628
TOTAL FIXED-INCOME FUNDS (Cost $2,685,546)		2,433,481
Short-Term Funds - 13.9%

VIP Money Market Portfolio Initial Class (Cost $907,123)	907,123		907,123
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $8,382,407)		$ 6,513,455

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 6,513,455	$ 6,513,455	$ -	$ -

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

Annual Report

VIP Freedom 2005 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $8,382,407) - See accompanying schedule		$ 6,513,455
Receivable for investments sold		132
Total assets		6,513,587

Liabilities
Payable to custodian bank	$ 2
Payable for investments purchased	112
Payable for fund shares redeemed	131
Distribution fees payable	76
Total liabilities		321

Net Assets		$ 6,513,266
Net Assets consist of:
Paid in capital		$ 8,415,816
Undistributed net investment income		408
Accumulated undistributed net realized gain (loss) on investments		(34,006)
Net unrealized appreciation (depreciation) on investments		(1,868,952)
Net Assets		$ 6,513,266

Initial Class: Net Asset Value, offering price and redemption price per share ($5,992,662 ÷ 736,361 shares)		$ 8.14

Service Class: Net Asset Value, offering price and redemption price per share ($250,056 ÷ 30,716 shares)		$ 8.14

Service Class 2: Net Asset Value, offering price and redemption price per share ($270,548 ÷ 33,219 shares)		$ 8.14

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

VIP Freedom Funds Portfolio

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 253,842

Expenses
Distribution fees	$ 1,385
Independent trustees' compensation	34
Total expenses before reductions	1,419
Expense reductions	(34)	1,385
Net investment income (loss)		252,457
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(152,198)
Capital gain distributions from underlying funds	231,004	78,806
Change in net unrealized appreciation (depreciation) on underlying funds		(2,401,553)
Net gain (loss)		(2,322,747)
Net increase (decrease) in net assets resulting from operations		$ (2,070,290)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 252,457	$ 278,468
Net realized gain (loss)	78,806	457,077
Change in net unrealized appreciation (depreciation)	(2,401,553)	(51,770)
Net increase (decrease) in net assets resulting from operations	(2,070,290)	683,775
Distributions to shareholders from net investment income	(254,465)	(274,547)
Distributions to shareholders from net realized gain	(289,495)	(365,943)
Total distributions	(543,960)	(640,490)
Share transactions - net increase (decrease)	(980,278)	1,367,317
Total increase (decrease) in net assets	(3,594,528)	1,410,602

Net Assets
Beginning of period	10,107,794	8,697,192
End of period (including undistributed net investment income of $408 and undistributed net investment income of $3,921, respectively)	$ 6,513,266	$ 10,107,794

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.41	$ 10.74	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.34	.38	.31	.09
Net realized and unrealized gain (loss)	(3.06)	.60	.72	.71
Total from investment operations	(2.72)	.98	1.03	.80
Distributions from net investment income	(.34)	(.34)	(.31)	(.06)
Distributions from net realized gain	(.39)	(.47)	(.05)	-
Total distributions	(.73)	(.80)^I	(.36)	(.06)
Net asset value, end of period	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Total Return^{B, C, D}	(23.83)%	8.65%	9.59%	7.98%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.29%	3.20%	2.82%	1.24%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,993	$ 9,203	$ 7,871	$ 5,284
Portfolio turnover rate	51%	51%	56%	43%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.800 per share is comprised of distributions from net investment income of $.335 and distributions from net realized gain of $.465 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.41	$ 10.74	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.37	.30	.08
Net realized and unrealized gain (loss)	(3.06)	.60	.72	.71
Total from investment operations	(2.73)	.97	1.02	.79
Distributions from net investment income	(.33)	(.32)	(.30)	(.05)
Distributions from net realized gain	(.39)	(.47)	(.05)	-
Total distributions	(.72)	(.79)^I	(.35)	(.05)
Net asset value, end of period	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Total Return^{B, C, D}	(23.95)%	8.55%	9.48%	7.91%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	3.19%	3.10%	2.72%	1.14%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 250	$ 449	$ 414	$ 378
Portfolio turnover rate	51%	51%	56%	43%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.788 per share is comprised of distributions from net investment income of $.323 and distributions from net realized gain of $.465 per share.

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.59	$ 11.41	$ 10.74	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.31	.35	.29	.07
Net realized and unrealized gain (loss)	(3.06)	.60	.71	.71
Total from investment operations	(2.75)	.95	1.00	.78
Distributions from net investment income	(.31)	(.31)	(.28)	(.04)
Distributions from net realized gain	(.39)	(.47)	(.05)	-
Total distributions	(.70)	(.77)^I	(.33)	(.04)
Net asset value, end of period	$ 8.14	$ 11.59	$ 11.41	$ 10.74
Total Return^{B, C, D}	(24.12)%	8.40%	9.34%	7.80%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	3.04%	2.95%	2.57%	1.00%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 271	$ 456	$ 413	$ 377
Portfolio turnover rate	51%	51%	56%	43%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.771 per share is comprised of distributions from net investment income of $.306 and distributions from net realized gain of $.465 per share.

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

Annual Report

VIP Freedom 2010 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.5	6.2
VIP Equity-Income Portfolio Initial Class	7.6	6.6
VIP Growth & Income Portfolio Initial Class	7.4	7.1
VIP Growth Portfolio Initial Class	7.3	7.5
VIP Mid Cap Portfolio Initial Class	2.7	2.7
VIP Value Portfolio Initial Class	6.7	5.8
VIP Value Strategies Portfolio Initial Class	2.9	2.4
	41.1	38.3
International Equity Funds
VIP Overseas Portfolio Initial Class	10.5	9.8
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	4.6	5.2
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	33.9	36.3
Short-Term Funds
VIP Money Market Portfolio Initial Class	9.9	10.4
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	41.1%
	International Equity Funds	10.5%
	High Yield Fixed-Income Funds	4.6%
	Investment Grade Fixed-Income Funds	33.9%
	Short-Term Funds	9.9%

fid4429

Six months ago
	Domestic Equity Funds	38.3%
	International Equity Funds	9.8%
	High Yield Fixed-Income Funds	5.2%
	Investment Grade Fixed-Income Funds	36.3%
	Short-Term Funds	10.4%

fid4436

Expected
	Domestic Equity Funds	40.0%
	International Equity Funds	10.0%
	High Yield Fixed-Income Funds	5.0%
	Investment Grade Fixed-Income Funds	34.6%
	Short-Term Funds	10.4%

fid4443

VIP Freedom Funds Portfolio

VIP Freedom 2010 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 51.6%
	Shares		Value
Domestic Equity Funds - 41.1%
VIP Contrafund Portfolio Initial Class	457,174		$ 7,035,906
VIP Equity-Income Portfolio Initial Class	628,049		8,277,689
VIP Growth & Income Portfolio Initial Class	917,362		8,063,612
VIP Growth Portfolio Initial Class	335,351		7,890,819
VIP Mid Cap Portfolio Initial Class	162,050		2,986,588
VIP Value Portfolio Initial Class	1,083,701		7,249,959
VIP Value Strategies Portfolio Initial Class	633,668		3,123,984
TOTAL DOMESTIC EQUITY FUNDS			44,628,557
International Equity Funds - 10.5%
VIP Overseas Portfolio Initial Class	933,198		11,357,015
TOTAL EQUITY FUNDS (Cost $87,464,620)		55,985,572
Fixed-Income Funds - 38.5%

High Yield Fixed-Income Funds - 4.6%
VIP High Income Portfolio Initial Class	1,260,862		4,993,015
Investment Grade Fixed-Income Funds - 33.9%
VIP Investment Grade Bond Portfolio Initial Class	3,109,225		36,813,224
TOTAL FIXED-INCOME FUNDS (Cost $46,128,252)		41,806,239
Short-Term Funds - 9.9%

VIP Money Market Portfolio Initial Class (Cost $10,694,014)	10,694,014		10,694,014
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $144,286,886)		$ 108,485,825

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 108,485,825	$ 108,485,825	$ -	$ -

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

Annual Report

VIP Freedom 2010 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $144,286,886) - See accompanying schedule		$ 108,485,825
Cash		268
Receivable for investments sold		87,476
Receivable for fund shares sold		2,583
Total assets		108,576,152

Liabilities
Payable for investments purchased	$ 2,004
Payable for fund shares redeemed	89,563
Distribution fees payable	14,696
Total liabilities		106,263

Net Assets		$ 108,469,889
Net Assets consist of:
Paid in capital		$ 144,953,093
Undistributed net investment income		11,243
Accumulated undistributed net realized gain (loss) on investments		(693,386)
Net unrealized appreciation (depreciation) on investments		(35,801,061)
Net Assets		$ 108,469,889

Initial Class: Net Asset Value, offering price and redemption price per share ($24,961,924 ÷ 3,031,474 shares)		$ 8.23

Service Class: Net Asset Value, offering price and redemption price per share ($17,137,467 ÷ 2,082,737 shares)		$ 8.23

Service Class 2: Net Asset Value, offering price and redemption price per share ($66,370,498 ÷ 8,085,583 shares)		$ 8.21

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 3,841,069
Interest		75
Total income		3,841,144

Expenses
Distribution fees	$ 199,396
Independent trustees' compensation	493
Total expenses before reductions	199,889
Expense reductions	(493)	199,396
Net investment income (loss)		3,641,748
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(793,357)
Capital gain distributions from underlying funds	3,452,988	2,659,631
Change in net unrealized appreciation (depreciation) on underlying funds		(39,617,108)
Net gain (loss)		(36,957,477)
Net increase (decrease) in net assets resulting from operations		$ (33,315,729)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,641,748	$ 2,499,854
Net realized gain (loss)	2,659,631	3,742,046
Change in net unrealized appreciation (depreciation)	(39,617,108)	672,345
Net increase (decrease) in net assets resulting from operations	(33,315,729)	6,914,245
Distributions to shareholders from net investment income	(3,631,202)	(2,484,126)
Distributions to shareholders from net realized gain	(5,155,798)	(2,555,478)
Total distributions	(8,787,000)	(5,039,604)
Share transactions - net increase (decrease)	42,139,042	40,920,991
Total increase (decrease) in net assets	36,313	42,795,632

Net Assets
Beginning of period	108,433,576	65,637,944
End of period (including undistributed net investment income of $11,243 and undistributed net investment income of $699, respectively)	$ 108,469,889	$ 108,433,576

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

VIP Freedom Funds Portfolio

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.96	$ 11.59	$ 10.78	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.35	.36	.28	.11
Net realized and unrealized gain (loss)	(3.32)	.64	.78	.72
Total from investment operations	(2.97)	1.00	1.06	.83
Distributions from net investment income	(.31)	(.30)	(.20)	(.05)
Distributions from net realized gain	(.45)	(.33)	(.05)	-
Total distributions	(.76)	(.63)	(.25)	(.05)
Net asset value, end of period	$ 8.23	$ 11.96	$ 11.59	$ 10.78
Total Return^{B, C, D}	(25.05)%	8.71%	9.82%	8.33%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.27%	2.95%	2.48%	1.56%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 24,962	$ 26,629	$ 20,992	$ 13,343
Portfolio turnover rate	34%	21%	24%	24%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.95	$ 11.58	$ 10.77	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.35	.27	.10
Net realized and unrealized gain (loss)	(3.30)	.64	.78	.72
Total from investment operations	(2.97)	.99	1.05	.82
Distributions from net investment income	(.30)	(.29)	(.19)	(.05)
Distributions from net realized gain	(.45)	(.33)	(.05)	-
Total distributions	(.75)	(.62)	(.24)	(.05)
Net asset value, end of period	$ 8.23	$ 11.95	$ 11.58	$ 10.77
Total Return^{B, C, D}	(25.08)%	8.65%	9.78%	8.17%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	3.17%	2.85%	2.39%	1.46%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 17,137	$ 19,295	$ 5,984	$ 764
Portfolio turnover rate	34%	21%	24%	24%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.92	$ 11.56	$ 10.76	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.32	.33	.25	.09
Net realized and unrealized gain (loss)	(3.29)	.64	.78	.72
Total from investment operations	(2.97)	.97	1.03	.81
Distributions from net investment income	(.29)	(.28)	(.18)	(.05)
Distributions from net realized gain	(.45)	(.33)	(.05)	-
Total distributions	(.74)	(.61)	(.23)	(.05)
Net asset value, end of period	$ 8.21	$ 11.92	$ 11.56	$ 10.76
Total Return^{B, C, D}	(25.17)%	8.42%	9.58%	8.07%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	3.02%	2.70%	2.24%	1.31%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 66,370	$ 62,510	$ 38,662	$ 9,702
Portfolio turnover rate	34%	21%	24%	24%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

VIP Freedom Funds Portfolio

VIP Freedom 2015 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	6.9	6.9
VIP Equity-Income Portfolio Initial Class	8.1	7.3
VIP Growth & Income Portfolio Initial Class	7.9	7.9
VIP Growth Portfolio Initial Class	7.8	8.5
VIP Mid Cap Portfolio Initial Class	2.9	3.0
VIP Value Portfolio Initial Class	7.1	6.5
VIP Value Strategies Portfolio Initial Class	3.1	2.7
	43.8	42.8
International Equity Funds
VIP Overseas Portfolio Initial Class	11.2	11.1
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	5.0	6.2
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	32.5	33.3
Short-Term Funds
VIP Money Market Portfolio Initial Class	7.5	6.6
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	43.8%
	International Equity Funds	11.2%
	High Yield Fixed-Income Funds	5.0%
	Investment Grade Fixed-Income Funds	32.5%
	Short-Term Funds	7.5%

fid4450

Six months ago
	Domestic Equity Funds	42.8%
	International Equity Funds	11.1%
	High Yield Fixed-Income Funds	6.2%
	Investment Grade Fixed-Income Funds	33.3%
	Short-Term Funds	6.6%

fid4457

Expected
	Domestic Equity Funds	41.9%
	International Equity Funds	10.5%
	High Yield Fixed-Income Funds	5.3%
	Investment Grade Fixed-Income Funds	33.8%
	Short-Term Funds	8.5%

fid4464

Annual Report

VIP Freedom 2015 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 55.0%
	Shares		Value
Domestic Equity Funds - 43.8%
VIP Contrafund Portfolio Initial Class	236,876		$ 3,645,528
VIP Equity-Income Portfolio Initial Class	325,661		4,292,216
VIP Growth & Income Portfolio Initial Class	475,247		4,177,423
VIP Growth Portfolio Initial Class	173,736		4,088,002
VIP Mid Cap Portfolio Initial Class	84,050		1,549,049
VIP Value Portfolio Initial Class	562,105		3,760,484
VIP Value Strategies Portfolio Initial Class	328,317		1,618,602
TOTAL DOMESTIC EQUITY FUNDS			23,131,304
International Equity Funds - 11.2%
VIP Overseas Portfolio Initial Class	483,837		5,888,291
TOTAL EQUITY FUNDS (Cost $46,187,918)		29,019,595
Fixed-Income Funds - 37.5%

High Yield Fixed-Income Funds - 5.0%
VIP High Income Portfolio Initial Class	664,102		2,629,844
Investment Grade Fixed-Income Funds - 32.5%
VIP Investment Grade Bond Portfolio Initial Class	1,449,189		17,158,396
TOTAL FIXED-INCOME FUNDS (Cost $22,110,232)		19,788,240
Short-Term Funds - 7.5%

VIP Money Market Portfolio Initial Class (Cost $3,966,257)	3,966,257		3,966,257
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $72,264,407)		$ 52,774,092

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 52,774,092	$ 52,774,092	$ -	$ -

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

Annual Report

VIP Freedom 2015 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $72,264,407) - See accompanying schedule		$ 52,774,092
Receivable for investments sold		13,276
Receivable for fund shares sold		2,871
Total assets		52,790,239

Liabilities
Payable for investments purchased	$ 697
Payable for fund shares redeemed	15,973
Distribution fees payable	5,120
Total liabilities		21,790

Net Assets		$ 52,768,449
Net Assets consist of:
Paid in capital		$ 72,375,176
Undistributed net investment income		16,332
Accumulated undistributed net realized gain (loss) on investments		(132,744)
Net unrealized appreciation (depreciation) on investments		(19,490,315)
Net Assets		$ 52,768,449

Initial Class: Net Asset Value, offering price and redemption price per share ($25,977,195 ÷ 3,172,589 shares)		$ 8.19

Service Class: Net Asset Value, offering price and redemption price per share ($935,783 ÷ 114,298 shares)		$ 8.19

Service Class 2: Net Asset Value, offering price and redemption price per share ($25,855,471 ÷ 3,166,689 shares)		$ 8.16

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

VIP Freedom Funds Portfolio

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 1,834,165
Interest		14
Total income		1,834,179

Expenses
Distribution fees	$ 68,086
Independent trustees' compensation	250
Total expenses before reductions	68,336
Expense reductions	(250)	68,086
Net investment income (loss)		1,766,093
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(328,266)
Capital gain distributions from underlying funds	1,941,679	1,613,413
Change in net unrealized appreciation (depreciation) on underlying funds		(21,685,535)
Net gain (loss)		(20,072,122)
Net increase (decrease) in net assets resulting from operations		$ (18,306,029)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,766,093	$ 1,338,630
Net realized gain (loss)	1,613,413	2,342,494
Change in net unrealized appreciation (depreciation)	(21,685,535)	140,064
Net increase (decrease) in net assets resulting from operations	(18,306,029)	3,821,188
Distributions to shareholders from net investment income	(1,749,760)	(1,528,528)
Distributions to shareholders from net realized gain	(2,866,872)	(1,568,554)
Total distributions	(4,616,632)	(3,097,082)
Share transactions - net increase (decrease)	16,937,522	23,906,125
Total increase (decrease) in net assets	(5,985,139)	24,630,231

Net Assets
Beginning of period	58,753,588	34,123,357
End of period (including undistributed net investment income of $16,332 and $0, respectively)	$ 52,768,449	$ 58,753,588

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.29	$ 11.93	$ 10.95	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.37	.27	.11
Net realized and unrealized gain (loss)	(3.61)	.73	.94	.90
Total from investment operations	(3.28)	1.10	1.21	1.01
Distributions from net investment income	(.30)	(.36)	(.14)	(.06)
Distributions from net realized gain	(.52)	(.38)	(.09)	-
Total distributions	(.82)^I	(.74)	(.23)	(.06)
Net asset value, end of period	$ 8.19	$ 12.29	$ 11.93	$ 10.95
Total Return^{B, C, D}	(27.03)%	9.33%	11.04%	10.11%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.11%	2.93%	2.34%	1.50%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,977	$ 33,780	$ 23,712	$ 13,930
Portfolio turnover rate	27%	18%	24%	38%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.817 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.515 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.29	$ 11.93	$ 10.95	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.31	.35	.26	.10
Net realized and unrealized gain (loss)	(3.60)	.74	.94	.90
Total from investment operations	(3.29)	1.09	1.20	1.00
Distributions from net investment income	(.29)	(.35)	(.13)	(.05)
Distributions from net realized gain	(.52)	(.38)	(.09)	-
Total distributions	(.81)^I	(.73)	(.22)	(.05)
Net asset value, end of period	$ 8.19	$ 12.29	$ 11.93	$ 10.95
Total Return^{B, C, D}	(27.10)%	9.23%	10.94%	10.04%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	3.01%	2.83%	2.24%	1.40%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 936	$ 477	$ 427	$ 385
Portfolio turnover rate	27%	18%	24%	38%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.809 per share is comprised of distributions from net investment income of $.294 and distributions from net realized gain of $.515 per share.

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.26	$ 11.91	$ 10.94	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.30	.33	.24	.09
Net realized and unrealized gain (loss)	(3.61)	.74	.95	.90
Total from investment operations	(3.31)	1.07	1.19	.99
Distributions from net investment income	(.28)	(.34)	(.13)	(.05)
Distributions from net realized gain	(.52)	(.38)	(.09)	-
Total distributions	(.79)^I	(.72)	(.22)	(.05)
Net asset value, end of period	$ 8.16	$ 12.26	$ 11.91	$ 10.94
Total Return^{B, C, D}	(27.30)%	9.07%	10.84%	9.90%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	2.86%	2.68%	2.09%	1.25%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,855	$ 24,497	$ 9,984	$ 653
Portfolio turnover rate	27%	18%	24%	38%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.794 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.515 per share.

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

Annual Report

VIP Freedom 2020 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	8.5	8.5
VIP Equity-Income Portfolio Initial Class	9.9	9.0
VIP Growth & Income Portfolio Initial Class	9.7	9.7
VIP Growth Portfolio Initial Class	9.5	10.3
VIP Mid Cap Portfolio Initial Class	3.6	3.7
VIP Value Portfolio Initial Class	8.7	8.0
VIP Value Strategies Portfolio Initial Class	3.7	3.3
	53.6	52.5
International Equity Funds
VIP Overseas Portfolio Initial Class	13.6	13.6
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	6.7	7.9
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	25.0	25.5
Short-Term Funds
VIP Money Market Portfolio Initial Class	1.1	0.5
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	53.6%
	International Equity Funds	13.6%
	High Yield Fixed-Income Funds	6.7%
	Investment Grade Fixed-Income Funds	25.0%
	Short-Term Funds	1.1%

fid4471

Six months ago
	Domestic Equity Funds	52.5%
	International Equity Funds	13.6%
	High Yield Fixed-Income Funds	7.9%
	Investment Grade Fixed-Income Funds	25.5%
	Short-Term Funds	0.5%
	Cash Equivalents	0.0%

fid4482

Expected
	Domestic Equity Funds	51.5%
	International Equity Funds	12.9%
	High Yield Fixed-Income Funds	7.2%
	Investment Grade Fixed-Income Funds	26.6%
	Short-Term Funds	1.8%

fid4489

VIP Freedom Funds Portfolio

VIP Freedom 2020 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 67.2%
	Shares		Value
Domestic Equity Funds - 53.6%
VIP Contrafund Portfolio Initial Class	866,556		$ 13,336,294
VIP Equity-Income Portfolio Initial Class	1,190,590		15,691,980
VIP Growth & Income Portfolio Initial Class	1,739,208		15,287,640
VIP Growth Portfolio Initial Class	635,760		14,959,428
VIP Mid Cap Portfolio Initial Class	307,736		5,671,576
VIP Value Portfolio Initial Class	2,052,749		13,732,888
VIP Value Strategies Portfolio Initial Class	1,197,818		5,905,244
TOTAL DOMESTIC EQUITY FUNDS			84,585,050
International Equity Funds - 13.6%
VIP Overseas Portfolio Initial Class	1,769,393		21,533,511
TOTAL EQUITY FUNDS (Cost $171,774,720)		106,118,561
Fixed-Income Funds - 31.7%

High Yield Fixed-Income Funds - 6.7%
VIP High Income Portfolio Initial Class	2,672,540		10,583,259
Investment Grade Fixed-Income Funds - 25.0%
VIP Investment Grade Bond Portfolio Initial Class	3,331,853		39,449,144
TOTAL FIXED-INCOME FUNDS (Cost $57,505,446)		50,032,403
Short-Term Funds - 1.1%

VIP Money Market Portfolio Initial Class (Cost $1,808,494)	1,808,494		1,808,494
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $231,088,660)		$ 157,959,458

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 157,959,458	$ 157,959,458	$ -	$ -

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

Annual Report

VIP Freedom 2020 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $231,088,660) - See accompanying schedule		$ 157,959,458
Cash		3,324
Receivable for fund shares sold		111,436
Total assets		158,074,218

Liabilities
Payable for investments purchased	$ 99,487
Payable for fund shares redeemed	8,122
Distribution fees payable	22,664
Total liabilities		130,273

Net Assets		$ 157,943,945
Net Assets consist of:
Paid in capital		$ 231,515,613
Undistributed net investment income		5,366
Accumulated undistributed net realized gain (loss) on investments		(447,832)
Net unrealized appreciation (depreciation) on investments		(73,129,202)
Net Assets		$ 157,943,945

Initial Class: Net Asset Value, offering price and redemption price per share ($33,088,700 ÷ 4,291,025 shares)		$ 7.71

Service Class: Net Asset Value, offering price and redemption price per share ($18,325,206 ÷ 2,379,170 shares)		$ 7.70

Service Class 2: Net Asset Value, offering price and redemption price per share ($106,530,039 ÷ 13,851,764 shares)		$ 7.69

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 5,321,741
Interest		185
Total income		5,321,926

Expenses
Distribution fees	$ 324,444
Independent trustees' compensation	733
Total expenses before reductions	325,177
Expense reductions	(733)	324,444
Net investment income (loss)		4,997,482
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(1,348,781)
Capital gain distributions from underlying funds	6,831,090	5,482,309
Change in net unrealized appreciation (depreciation) on underlying funds		(78,200,658)
Net gain (loss)		(72,718,349)
Net increase (decrease) in net assets resulting from operations		$ (67,720,867)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,997,482	$ 3,296,521
Net realized gain (loss)	5,482,309	7,551,987
Change in net unrealized appreciation (depreciation)	(78,200,658)	(232,295)
Net increase (decrease) in net assets resulting from operations	(67,720,867)	10,616,213
Distributions to shareholders from net investment income	(4,992,116)	(3,307,398)
Distributions to shareholders from net realized gain	(9,810,575)	(4,726,644)
Total distributions	(14,802,691)	(8,034,042)
Share transactions - net increase (decrease)	69,726,224	83,437,561
Total increase (decrease) in net assets	(12,797,334)	86,019,732

Net Assets
Beginning of period	170,741,279	84,721,547
End of period (including undistributed net investment income of $5,366 and $0, respectively)	$ 157,943,945	$ 170,741,279

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

VIP Freedom Funds Portfolio

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.63	$ 12.10	$ 11.07	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.32	.35	.26	.13
Net realized and unrealized gain (loss)	(4.38)	.88	1.06	1.00
Total from investment operations	(4.06)	1.23	1.32	1.13
Distributions from net investment income	(.28)	(.27)	(.18)	(.06)
Distributions from net realized gain	(.59)	(.43)	(.11)	-
Total distributions	(.86)^J	(.70)^I	(.29)	(.06)
Net asset value, end of period	$ 7.71	$ 12.63	$ 12.10	$ 11.07
Total Return^{B, C, D}	(32.60)%	10.23%	11.95%	11.34%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.07%	2.76%	2.21%	1.80%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,089	$ 31,465	$ 21,356	$ 16,085
Portfolio turnover rate	24%	12%	21%	14%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.698 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $.425 per share.

^J Total distributions of $.864 per share is comprised of distributions from net investment income of $.279 and distributions from net realized gain of $.585 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.62	$ 12.09	$ 11.07	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.31	.34	.25	.12
Net realized and unrealized gain (loss)	(4.38)	.88	1.06	1.01
Total from investment operations	(4.07)	1.22	1.31	1.13
Distributions from net investment income	(.27)	(.26)	(.18)	(.06)
Distributions from net realized gain	(.59)	(.43)	(.11)	-
Total distributions	(.85)^J	(.69)^I	(.29)	(.06)
Net asset value, end of period	$ 7.70	$ 12.62	$ 12.09	$ 11.07
Total Return^{B, C, D}	(32.71)%	10.17%	11.81%	11.30%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	2.97%	2.66%	2.11%	1.70%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 18,325	$ 19,881	$ 6,555	$ 1,586
Portfolio turnover rate	24%	12%	21%	14%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.689 per share is comprised of distributions from net investment income of $.264 and distributions from net realized gain of $.425 per share.

^J Total distributions of $.854 per share is comprised of distributions from net investment income of $.269 and distributions from net realized gain of $.585 per share.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.60	$ 12.08	$ 11.06	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.30	.32	.23	.11
Net realized and unrealized gain (loss)	(4.37)	.87	1.07	1.01
Total from investment operations	(4.07)	1.19	1.30	1.12
Distributions from net investment income	(.26)	(.25)	(.17)	(.06)
Distributions from net realized gain	(.59)	(.43)	(.11)	-
Total distributions	(.84)^J	(.67)^I	(.28)	(.06)
Net asset value, end of period	$ 7.69	$ 12.60	$ 12.08	$ 11.06
Total Return^{B, C, D}	(32.80)%	9.97%	11.70%	11.17%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	2.82%	2.51%	1.96%	1.55%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 106,530	$ 119,395	$ 56,810	$ 16,414
Portfolio turnover rate	24%	12%	21%	14%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.674 per share is comprised of distributions from net investment income of $.249 and distributions from net realized gain of $.425 per share.

^J Total distributions of $.840 per share is comprised of distributions from net investment income of $.255 and distributions from net realized gain of $.585 per share.

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

VIP Freedom Funds Portfolio

VIP Freedom 2025 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	9.0	8.9
VIP Equity-Income Portfolio Initial Class	10.6	9.4
VIP Growth & Income Portfolio Initial Class	10.3	10.2
VIP Growth Portfolio Initial Class	10.1	10.8
VIP Mid Cap Portfolio Initial Class	3.8	3.9
VIP Value Portfolio Initial Class	9.2	8.4
VIP Value Strategies Portfolio Initial Class	4.0	3.4
	57.0	55.0
International Equity Funds
VIP Overseas Portfolio Initial Class	14.5	14.3
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	6.8	8.0
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	21.7	22.7
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	57.0%
	International Equity Funds	14.5%
	High Yield Fixed-Income Funds	6.8%
	Investment Grade Fixed-Income Funds	21.7%

fid4495

Six months ago
	Domestic Equity Funds	55.0%
	International Equity Funds	14.3%
	High Yield Fixed-Income Funds	8.0%
	Investment Grade Fixed-Income Funds	22.7%

fid4501

Expected
	Domestic Equity Funds	56.0%
	International Equity Funds	14.0%
	High Yield Fixed-Income Funds	7.5%
	Investment Grade Fixed-Income Funds	22.5%

fid4507

VIP Freedom Funds Portfolio

VIP Freedom 2025 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 71.5%
	Shares		Value
Domestic Equity Funds - 57.0%
VIP Contrafund Portfolio Initial Class	88,064		$ 1,355,307
VIP Equity-Income Portfolio Initial Class	121,034		1,595,222
VIP Growth & Income Portfolio Initial Class	176,823		1,554,270
VIP Growth Portfolio Initial Class	64,570		1,519,341
VIP Mid Cap Portfolio Initial Class	31,232		575,598
VIP Value Portfolio Initial Class	208,716		1,396,308
VIP Value Strategies Portfolio Initial Class	121,933		601,127
TOTAL DOMESTIC EQUITY FUNDS			8,597,173
International Equity Funds - 14.5%
VIP Overseas Portfolio Initial Class	179,991		2,190,491
TOTAL EQUITY FUNDS (Cost $17,983,977)		10,787,664
Fixed-Income Funds - 28.5%

High Yield Fixed-Income Funds - 6.8%
VIP High Income Portfolio Initial Class	260,275		1,030,689
Investment Grade Fixed-Income Funds - 21.7%
VIP Investment Grade Bond Portfolio Initial Class	276,729		3,276,473
TOTAL FIXED-INCOME FUNDS (Cost $5,050,431)		4,307,162
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $23,034,408)		$ 15,094,826

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 15,094,826	$ 15,094,826	$ -	$ -

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

Annual Report

VIP Freedom 2025 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $23,034,408) - See accompanying schedule		$ 15,094,826
Cash		57
Receivable for investments sold		177,456
Receivable for fund shares sold		412
Total assets		15,272,751

Liabilities
Payable for investments purchased	$ 356
Payable for fund shares redeemed	177,562
Distribution fees payable	741
Total liabilities		178,659

Net Assets		$ 15,094,092
Net Assets consist of:
Paid in capital		$ 23,136,676
Undistributed net investment income		19,569
Accumulated undistributed net realized gain (loss) on investments		(122,571)
Net unrealized appreciation (depreciation) on investments		(7,939,582)
Net Assets		$ 15,094,092

Initial Class: Net Asset Value, offering price and redemption price per share ($11,015,182 ÷ 1,470,768 shares)		$ 7.49

Service Class: Net Asset Value, offering price and redemption price per share ($402,750 ÷ 53,771 shares)		$ 7.49

Service Class 2: Net Asset Value, offering price and redemption price per share ($3,676,160 ÷ 491,917 shares)		$ 7.47

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 536,616
Interest		6
Total income		536,622

Expenses
Distribution fees	$ 10,868
Independent trustees' compensation	80
Total expenses before reductions	10,948
Expense reductions	(80)	10,868
Net investment income (loss)		525,754
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(240,587)
Capital gain distributions from underlying funds	826,156	585,569
Change in net unrealized appreciation (depreciation) on underlying funds		(8,576,048)
Net gain (loss)		(7,990,479)
Net increase (decrease) in net assets resulting from operations		$ (7,464,725)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 525,754	$ 390,473
Net realized gain (loss)	585,569	899,076
Change in net unrealized appreciation (depreciation)	(8,576,048)	(188,158)
Net increase (decrease) in net assets resulting from operations	(7,464,725)	1,101,391
Distributions to shareholders from net investment income	(506,184)	(392,829)
Distributions to shareholders from net realized gain	(1,184,051)	(575,210)
Total distributions	(1,690,235)	(968,039)
Share transactions - net increase (decrease)	4,557,173	10,198,355
Total increase (decrease) in net assets	(4,597,787)	10,331,707

Net Assets
Beginning of period	19,691,879	9,360,172
End of period (including undistributed net investment income of $19,569 and $0, respectively)	$ 15,094,092	$ 19,691,879

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

VIP Freedom Funds Portfolio

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.71	$ 12.18	$ 11.16	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.31	.38	.23	.11
Net realized and unrealized gain (loss)	(4.58)	.89	1.17	1.12
Total from investment operations	(4.27)	1.27	1.40	1.23
Distributions from net investment income	(.28)	(.27)	(.21)	(.07)
Distributions from net realized gain	(.67)	(.47)	(.17)	-
Total distributions	(.95)	(.74)	(.38)	(.07)
Net asset value, end of period	$ 7.49	$ 12.71	$ 12.18	$ 11.16
Total Return^{B, C, D}	(34.16)%	10.50%	12.49%	12.25%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	2.90%	2.95%	1.95%	1.44%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 11,015	$ 15,197	$ 8,363	$ 4,825
Portfolio turnover rate	36%	20%	49%	9%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.70	$ 12.18	$ 11.16	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.29	.37	.22	.10
Net realized and unrealized gain (loss)	(4.56)	.87	1.16	1.12
Total from investment operations	(4.27)	1.24	1.38	1.22
Distributions from net investment income	(.27)	(.25)	(.19)	(.06)
Distributions from net realized gain	(.67)	(.47)	(.17)	-
Total distributions	(.94)	(.72)	(.36)	(.06)
Net asset value, end of period	$ 7.49	$ 12.70	$ 12.18	$ 11.16
Total Return^{B, C, D}	(34.20)%	10.31%	12.39%	12.18%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	2.80%	2.85%	1.85%	1.34%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 403	$ 497	$ 441	$ 393
Portfolio turnover rate	36%	20%	49%	9%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.68	$ 12.17	$ 11.16	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.28	.35	.20	.09
Net realized and unrealized gain (loss)	(4.57)	.89	1.16	1.12
Total from investment operations	(4.29)	1.24	1.36	1.21
Distributions from net investment income	(.25)	(.26)	(.18)	(.05)
Distributions from net realized gain	(.67)	(.47)	(.17)	-
Total distributions	(.92)	(.73)	(.35)	(.05)
Net asset value, end of period	$ 7.47	$ 12.68	$ 12.17	$ 11.16
Total Return^{B, C, D}	(34.36)%	10.26%	12.18%	12.07%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	2.65%	2.70%	1.70%	1.19%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,676	$ 3,998	$ 556	$ 392
Portfolio turnover rate	36%	20%	49%	9%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

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

VIP Freedom Funds Portfolio

VIP Freedom 2030 Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Initial Class	10.2	10.4
VIP Equity-Income Portfolio Initial Class	12.0	10.9
VIP Growth & Income Portfolio Initial Class	11.7	11.8
VIP Growth Portfolio Initial Class	11.4	12.6
VIP Mid Cap Portfolio Initial Class	4.3	4.5
VIP Value Portfolio Initial Class	10.5	9.7
VIP Value Strategies Portfolio Initial Class	4.5	4.0
	64.6	63.9
International Equity Funds
VIP Overseas Portfolio Initial Class	16.5	16.6
High Yield Fixed-Income Funds
VIP High Income Portfolio Initial Class	6.9	8.0
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Initial Class	12.0	11.5
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	64.6%
	International Equity Funds	16.5%
	High Yield Fixed-Income Funds	6.9%
	Investment Grade Fixed-Income Funds	12.0%

fid4513

Six months ago
	Domestic Equity Funds	63.9%
	International Equity Funds	16.6%
	High Yield Fixed-Income Funds	8.0%
	Investment Grade Fixed-Income Funds	11.5%

fid4519

Expected
	Domestic Equity Funds	62.8%
	International Equity Funds	15.7%
	High Yield Fixed-Income Funds	7.5%
	Investment Grade Fixed-Income Funds	14.0%

fid4525

Annual Report

VIP Freedom 2030 Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 81.1%
	Shares		Value
Domestic Equity Funds - 64.6%
VIP Contrafund Portfolio Initial Class	325,490		$ 5,009,298
VIP Equity-Income Portfolio Initial Class	446,925		5,890,478
VIP Growth & Income Portfolio Initial Class	653,728		5,746,267
VIP Growth Portfolio Initial Class	239,089		5,625,759
VIP Mid Cap Portfolio Initial Class	115,399		2,126,801
VIP Value Portfolio Initial Class	770,929		5,157,518
VIP Value Strategies Portfolio Initial Class	449,739		2,217,212
TOTAL DOMESTIC EQUITY FUNDS			31,773,333
International Equity Funds - 16.5%
VIP Overseas Portfolio Initial Class	664,624		8,088,480
TOTAL EQUITY FUNDS (Cost $65,514,353)		39,861,813
Fixed-Income Funds - 18.9%

High Yield Fixed-Income Funds - 6.9%
VIP High Income Portfolio Initial Class	854,725		3,384,710
Investment Grade Fixed-Income Funds - 12.0%
VIP Investment Grade Bond Portfolio Initial Class	500,467		5,925,524
TOTAL FIXED-INCOME FUNDS (Cost $11,343,631)		9,310,234
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $76,857,984)		$ 49,172,047

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 49,172,047	$ 49,172,047	$ -	$ -

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

Annual Report

VIP Freedom 2030 Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $76,857,984) - See accompanying schedule		$ 49,172,047
Cash		27
Receivable for fund shares sold		16,835
Total assets		49,188,909

Liabilities
Payable for investments purchased	$ 3,842
Payable for fund shares redeemed	16,946
Distribution fees payable	4,640
Total liabilities		25,428

Net Assets		$ 49,163,481
Net Assets consist of:
Paid in capital		$ 77,318,079
Undistributed net investment income		7,647
Accumulated undistributed net realized gain (loss) on investments		(476,308)
Net unrealized appreciation (depreciation) on investments		(27,685,937)
Net Assets		$ 49,163,481

Initial Class: Net Asset Value, offering price and redemption price per share ($19,592,314 ÷ 2,751,203 shares)		$ 7.12

Service Class: Net Asset Value, offering price and redemption price per share ($10,298,359 ÷ 1,447,095 shares)		$ 7.12

Service Class 2: Net Asset Value, offering price and redemption price per share ($19,272,808 ÷ 2,711,654 shares)		$ 7.11

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

VIP Freedom Funds Portfolio

Statement of Operations

	Year ended December 31, 2008
Investment Income
Income distributions from underlying funds		$ 1,543,616
Interest		26
Total income		1,543,642

Expenses
Distribution fees	$ 71,729
Independent trustees' compensation	247
Total expenses before reductions	71,976
Expense reductions	(247)	71,729
Net investment income (loss)		1,471,913
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(604,990)
Capital gain distributions from underlying funds	2,913,771	2,308,781
Change in net unrealized appreciation (depreciation) on underlying funds		(30,214,024)
Net gain (loss)		(27,905,243)
Net increase (decrease) in net assets resulting from operations		$ (26,433,330)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,471,913	$ 1,188,296
Net realized gain (loss)	2,308,781	3,391,629
Change in net unrealized appreciation (depreciation)	(30,214,024)	(28,674)
Net increase (decrease) in net assets resulting from operations	(26,433,330)	4,551,251
Distributions to shareholders from net investment income	(1,464,267)	(1,194,475)
Distributions to shareholders from net realized gain	(4,501,383)	(2,163,007)
Total distributions	(5,965,650)	(3,357,482)
Share transactions - net increase (decrease)	20,763,431	25,665,961
Total increase (decrease) in net assets	(11,635,549)	26,859,730

Net Assets
Beginning of period	60,799,030	33,939,300
End of period (including undistributed net investment income of $7,647 and $0, respectively)	$ 49,163,481	$ 60,799,030

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

Annual Report

Financial Highlights - Initial Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.02	$ 12.44	$ 11.27	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.28	.34	.24	.13
Net realized and unrealized gain (loss)	(5.14)	1.06	1.25	1.21
Total from investment operations	(4.86)	1.40	1.49	1.34
Distributions from net investment income	(.25)	(.28)	(.19)	(.07)
Distributions from net realized gain	(.80)	(.54)	(.13)	-
Total distributions	(1.04)^I	(.82)	(.32)	(.07)
Net asset value, end of period	$ 7.12	$ 13.02	$ 12.44	$ 11.27
Total Return^{B, C, D}	(38.04)%	11.37%	13.20%	13.35%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	2.69%	2.56%	2.05%	1.71%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 19,592	$ 23,767	$ 14,298	$ 8,262
Portfolio turnover rate	23%	17%	32%	33%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $1.040 per share is comprised of distributions from net investment income of $.245 and distributions from net realized gain of $.795 per share.

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 13.01	$ 12.44	$ 11.27	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.27	.33	.23	.12
Net realized and unrealized gain (loss)	(5.13)	1.05	1.25	1.21
Total from investment operations	(4.86)	1.38	1.48	1.33
Distributions from net investment income	(.24)	(.27)	(.18)	(.06)
Distributions from net realized gain	(.80)	(.54)	(.13)	-
Total distributions	(1.03)^I	(.81)	(.31)	(.06)
Net asset value, end of period	$ 7.12	$ 13.01	$ 12.44	$ 11.27
Total Return^{B, C, D}	(38.08)%	11.21%	13.15%	13.30%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.10%	.10%	.10%	.10%^A
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%^A
Expenses net of all reductions	.10%	.10%	.10%	.10%^A
Net investment income (loss)	2.59%	2.46%	1.95%	1.62%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,298	$ 12,884	$ 3,867	$ 958
Portfolio turnover rate	23%	17%	32%	33%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $1.030 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.795 per share.

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

VIP Freedom Funds Portfolio

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.99	$ 12.42	$ 11.26	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.26	.31	.21	.11
Net realized and unrealized gain (loss)	(5.12)	1.05	1.25	1.21
Total from investment operations	(4.86)	1.36	1.46	1.32
Distributions from net investment income	(.22)	(.25)	(.17)	(.06)
Distributions from net realized gain	(.80)	(.54)	(.13)	-
Total distributions	(1.02)^I	(.79)	(.30)	(.06)
Net asset value, end of period	$ 7.11	$ 12.99	$ 12.42	$ 11.26
Total Return^{B, C, D}	(38.17)%	11.08%	12.92%	13.16%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.25%	.25%	.25%	.25%^A
Expenses net of all reductions	.25%	.25%	.25%	.25%^A
Net investment income (loss)	2.44%	2.31%	1.80%	1.47%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 19,273	$ 24,148	$ 15,774	$ 7,396
Portfolio turnover rate	23%	17%	32%	33%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $1.016 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.795 per share.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2008

1. Organization.

VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio and VIP Freedom 2030 Portfolio (the Funds) are funds of Variable Insurance Products Fund V. Variable Insurance Products Fund V (the trust) (referred to in this report as Fidelity Variable Insurance Products) 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. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, fixed income, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each Fund offers three 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. Investment income, realized and unrealized capital gains and losses, the 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 also differ by class.

2. Significant Accounting Policies.

Security Valuation. Investments in the Underlying Funds are valued at their closing net asset value (NAV) each business day.

The Funds are subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Funds' fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect each Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of December 31, 2008, for each Fund's investments is included at the end of each Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Funds' 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. Income and capital gain distributions from the Underlying Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses associated with the Underlying Funds. 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, each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

VIP Freedom Funds Portfolio

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to the short-term gain distributions from the Underlying Funds and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows for each Fund:

	Cost for Federal Income Tax Purposes	Unrealized Appreciation	Unrealized Depreciation	Net Unrealized Appreciation/ (Depreciation)
VIP Freedom Income	$ 16,196,296	$ 89,107	$ (2,212,815)	$ (2,123,708)
VIP Freedom 2005	8,541,699	63,340	(2,091,584)	(2,028,244)
VIP Freedom 2010	145,253,211	1,072,706	(37,840,092)	(36,767,386)
VIP Freedom 2015	72,678,680	514,986	(20,419,574)	(19,904,588)
VIP Freedom 2020	232,495,074	1,450,345	(75,985,961)	(74,535,616)
VIP Freedom 2025	23,280,633	132,731	(8,318,538)	(8,185,807)
VIP Freedom 2030	77,646,830	401,169	(28,875,952)	(28,474,783)

	Undistributed Ordinary Income	Undistributed Long-term Capital Gain
VIP Freedom Income	$ 47,083	$ 67,471
VIP Freedom 2005	408	142,902
VIP Freedom 2010	266,015	467,586
VIP Freedom 2015	117,324	259,259
VIP Freedom 2020	234,316	876,034
VIP Freedom 2025	66,859	109,419
VIP Freedom 2030	202,395	482,107

The tax character of distributions paid was as follows:

December 31, 2008
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Income	$ 622,978	$ 158,619	$ 781,597
VIP Freedom 2005	326,089	217,871	543,960
VIP Freedom 2010	4,620,754	4,166,246	8,787,000
VIP Freedom 2015	2,351,966	2,264,666	4,616,632
VIP Freedom 2020	6,995,845	7,806,846	14,802,691
VIP Freedom 2025	749,767	940,468	1,690,235
VIP Freedom 2030	2,310,990	3,654,660	5,965,650
December 31, 2007
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Income	$ 623,460	$ 57,167	$ 680,627
VIP Freedom 2005	389,918	250,572	640,490
VIP Freedom 2010	3,554,163	1,485,441	5,039,604
VIP Freedom 2015	2,166,906	930,176	3,097,082
VIP Freedom 2020	5,419,053	2,614,989	8,034,042
VIP Freedom 2025	671,787	296,252	968,039
VIP Freedom 2030	2,172,376	1,185,106	3,357,482

3. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits certain Funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. Certain Funds may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Each applicable Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Annual Report

Notes to Financial Statements - continued

4. Purchases and Sales of Investments.

Purchases and redemptions of the Underlying Fund shares are noted in the table below.

	Purchases ($)	Redemptions ($)
VIP Freedom Income	10,963,002	8,574,824
VIP Freedom 2005	4,008,320	5,048,917
VIP Freedom 2010	79,999,321	39,552,217
VIP Freedom 2015	31,930,024	15,900,961
VIP Freedom 2020	109,083,311	42,341,485
VIP Freedom 2025	11,014,744	6,795,742
VIP Freedom 2030	32,632,559	13,446,141

5. Fees and Other Transactions with Affiliates.

Management Fee. Strategic Advisers, Inc. (Strategic Advisers), an affiliate of FMR, provides the Funds with investment management related services. The Funds do not pay any fees for these services.

Other Transactions. Strategic Advisers has entered into an administration agreement with FMR under which FMR provides management and administrative services (other than investment advisory services) necessary for the operation of each Fund. Pursuant to this agreement, FMR pays all expenses of each Fund, excluding the distribution and service fees, the compensation of the independent Trustees and certain other expenses such as interest expense. FMR also contracts with other Fidelity companies to perform the services necessary for the operation of each Fund. The Funds do not pay any fees for these services.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Funds have 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, each class paid FDC the following amounts, all of which were reallowed to insurance companies for the distribution of shares and providing shareholder support services:

	Service Class	Service Class 2	Total
VIP Freedom Income	$ 364	$ 12,865	$ 13,229
VIP Freedom 2005	384	1,001	1,385
VIP Freedom 2010	21,416	177,980	199,396
VIP Freedom 2015	800	67,286	68,086
VIP Freedom 2020	20,845	303,599	324,444
VIP Freedom 2025	513	10,355	10,868
VIP Freedom 2030	12,575	59,154	71,729

6. Expense Reductions.

FMR voluntarily agreed to reimburse funds 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, are excluded from this reimbursement.

The following classes of each applicable Fund were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser

VIP Freedom Income
Initial Class	.00%	$ 42
Service Class	.10%	1
Service Class 2	.25%	22
VIP Freedom 2005
Initial Class	.00%	31
Service Class	.10%	2
Service Class 2	.25%	1

VIP Freedom Funds Portfolio

6. Expense Reductions - continued

	Expense Limitations	Reimbursement from adviser
VIP Freedom 2010
Initial Class	.00%	$ 104
Service Class	.10%	90
Service Class 2	.25%	299
VIP Freedom 2015
Initial Class	.00%	132
Service Class	.10%	4
Service Class 2	.25%	114
VIP Freedom 2020
Initial Class	.00%	132
Service Class	.10%	88
Service Class 2	.25%	513
VIP Freedom 2025
Initial Class	.00%	60
Service Class	.10%	2
Service Class 2	.25%	18
VIP Freedom 2030
Initial Class	.00%	91
Service Class	.10%	54
Service Class 2	.25%	102

7. Other.

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

The Funds do not invest in the Underlying Funds for the purpose of exercising management or control; however, investments by the Funds within their principal investment strategies may represent a significant portion of the Underlying Fund's net assets. At the end of the period, VIP Freedom 2020 Portfolio was the owner of record of approximately 15% of the total outstanding shares of VIP Value Portfolio. The Funds, in aggregate, were the owners of record of approximately 36% of the total outstanding shares of VIP Value Portfolio. In addition, at the end of the period, FMR or its affiliates and certain otherwise unaffiliated shareholders each were owners of record of more than 10% of the outstanding shares of the following funds:

	Affiliated %	Number of Unaffiliated Shareholders	Unaffiliated Shareholders %
VIP Freedom Income	57%	1	21%
VIP Freedom 2005	97%	-	-
VIP Freedom 2010	16%	2	65%
VIP Freedom 2015	46%	1	36%
VIP Freedom 2020	12%	2	69%
VIP Freedom 2025	62%	1	12%
VIP Freedom 2030	23%	1	49%

Annual Report

Notes to Financial Statements - continued

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended December 31,	2008	2007
VIP Freedom Income
From net investment income
Initial Class	$ 342,108	$ 389,472
Service Class	9,625	15,761
Service Class 2	174,408	131,697
Total	$ 526,141	$ 536,930
From net realized gain
Initial Class	$ 163,837	$ 105,776
Service Class	5,784	4,392
Service Class 2	85,835	33,529
Total	$ 255,456	$ 143,697
VIP Freedom 2005
From net investment income
Initial Class	$ 235,259	$ 251,310
Service Class	9,509	11,833
Service Class 2	9,697	11,404
Total	$ 254,465	$ 274,547
From net realized gain
Initial Class	$ 261,600	$ 331,682
Service Class	13,696	16,986
Service Class 2	14,199	17,275
Total	$ 289,495	$ 365,943
VIP Freedom 2010
From net investment income
Initial Class	$ 879,990	$ 656,116
Service Class	584,602	445,976
Service Class 2	2,166,610	1,382,034
Total	$ 3,631,202	$ 2,484,126
From net realized gain
Initial Class	$ 1,178,617	$ 670,107
Service Class	892,278	394,049
Service Class 2	3,084,903	1,491,322
Total	$ 5,155,798	$ 2,555,478
VIP Freedom 2015
From net investment income
Initial Class	$ 893,010	$ 919,677
Service Class	31,201	12,891
Service Class 2	825,549	595,960
Total	$ 1,749,760	$ 1,528,528
From net realized gain
Initial Class	$ 1,475,663	$ 938,900
Service Class	39,174	13,956
Service Class 2	1,352,035	615,698
Total	$ 2,866,872	$ 1,568,554
VIP Freedom 2020
From net investment income
Initial Class	$ 1,106,016	$ 652,197
Service Class	591,348	399,422
Service Class 2	3,294,752	2,255,779
Total	$ 4,992,116	$ 3,307,398
From net realized gain
Initial Class	$ 1,930,092	$ 924,317
Service Class	1,167,918	520,253
Service Class 2	6,712,565	3,282,074
Total	$ 9,810,575	$ 4,726,644

VIP Freedom Funds Portfolio

8. Distributions to Shareholders - continued

Years ended December 31,	2008	2007
VIP Freedom 2025
From net investment income
Initial Class	$ 378,457	$ 306,188
Service Class	13,104	9,470
Service Class 2	114,623	77,171
Total	$ 506,184	$ 392,829
From net realized gain
Initial Class	$ 875,799	$ 464,560
Service Class	30,040	17,406
Service Class 2	278,212	93,244
Total	$ 1,184,051	$ 575,210
VIP Freedom 2030
From net investment income
Initial Class	$ 612,209	$ 488,612
Service Class	305,151	255,840
Service Class 2	546,907	450,023
Total	$ 1,464,267	$ 1,194,475
From net realized gain
Initial Class	$ 1,733,730	$ 856,913
Service Class	950,997	417,687
Service Class 2	1,816,656	888,407
Total	$ 4,501,383	$ 2,163,007

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended December 31,	2008	2007	2008	2007
VIP Freedom Income
Initial Class
Shares sold	501,867	685,787	$ 5,160,698	$ 7,557,523
Reinvestment of distributions	54,264	45,868	505,945	495,249
Shares redeemed	(502,710)	(680,725)	(5,106,372)	(7,558,034)
Net increase (decrease)	53,421	50,930	$ 560,271	$ 494,738
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	1,638	1,867	15,409	20,153
Shares redeemed	(11,726)	-	(117,173)	-
Net increase (decrease)	(10,088)	1,867	$ (101,764)	$ 20,153
Service Class 2
Shares sold	426,084	255,437	$ 4,408,106	$ 2,785,548
Reinvestment of distributions	27,979	15,330	260,243	165,225
Shares redeemed	(256,554)	(37,092)	(2,643,621)	(408,034)
Net increase (decrease)	197,509	233,675	$ 2,024,728	$ 2,542,739
VIP Freedom 2005
Initial Class
Shares sold	242,328	398,715	$ 2,371,698	$ 4,787,205
Reinvestment of distributions	56,912	50,295	496,859	582,992
Shares redeemed	(356,607)	(344,897)	(3,719,706)	(4,068,626)
Net increase (decrease)	(57,367)	104,113	$ (851,149)	$ 1,301,571
Service Class
Shares sold	2,473	-	$ 27,313	$ -
Reinvestment of distributions	2,588	2,487	23,205	28,820
Shares redeemed	(13,073)	-	(125,257)	-
Net increase (decrease)	(8,012)	2,487	$ (74,739)	$ 28,820

Annual Report

Notes to Financial Statements - continued

9. Share Transactions - continued

	Shares		Dollars
Years ended December 31,	2008	2007	2008	2007
Service Class 2
Shares sold	6,415	726	$ 68,692	$ 8,434
Reinvestment of distributions	2,671	2,477	23,896	28,679
Shares redeemed	(15,209)	(16)	(146,978)	(187)
Net increase (decrease)	(6,123)	3,187	$ (54,390)	$ 36,926
VIP Freedom 2010
Initial Class
Shares sold	1,588,087	828,873	$ 15,588,024	$ 10,012,337
Reinvestment of distributions	241,127	111,133	2,058,607	1,326,223
Shares redeemed	(1,023,987)	(525,621)	(10,667,881)	(6,297,794)
Net increase (decrease)	805,227	414,385	$ 6,978,750	$ 5,040,766
Service Class
Shares sold	1,354,835	1,541,928	$ 14,958,079	$ 18,694,544
Reinvestment of distributions	170,760	70,366	1,476,880	840,025
Shares redeemed	(1,057,559)	(514,426)	(11,040,748)	(6,273,125)
Net increase (decrease)	468,036	1,097,868	$ 5,394,211	$ 13,261,444
Service Class 2
Shares sold	3,767,360	2,466,070	$ 40,373,035	$ 29,558,142
Reinvestment of distributions	617,836	241,528	5,251,513	2,873,356
Shares redeemed	(1,542,192)	(810,681)	(15,858,467)	(9,812,717)
Net increase (decrease)	2,843,004	1,896,917	$ 29,766,081	$ 22,618,781
VIP Freedom 2015
Initial Class
Shares sold	864,084	1,246,967	$ 9,344,841	$ 15,630,773
Reinvestment of distributions	272,518	151,849	2,368,673	1,858,577
Shares redeemed	(711,609)	(639,202)	(7,583,543)	(8,014,311)
Net increase (decrease)	424,993	759,614	$ 4,129,971	$ 9,475,039
Service Class
Shares sold	110,778	810	$ 1,208,360	$ 10,000
Reinvestment of distributions	8,470	2,195	70,375	26,847
Shares redeemed	(43,770)	-	(414,381)	-
Net increase (decrease)	75,478	3,005	$ 864,354	$ 36,847
Service Class 2
Shares sold	1,456,696	1,142,941	$ 15,483,358	$ 14,217,661
Reinvestment of distributions	253,978	99,078	2,177,584	1,211,658
Shares redeemed	(542,000)	(82,606)	(5,717,745)	(1,035,080)
Net increase (decrease)	1,168,674	1,159,413	$ 11,943,197	$ 14,394,239
VIP Freedom 2020
Initial Class
Shares sold	2,300,782	1,051,777	$ 22,696,854	$ 13,569,797
Reinvestment of distributions	371,405	125,271	3,036,108	1,576,514
Shares redeemed	(871,954)	(450,780)	(9,328,353)	(5,731,905)
Net increase (decrease)	1,800,233	726,268	$ 16,404,609	$ 9,414,406
Service Class
Shares sold	1,283,889	1,195,293	$ 13,856,609	$ 15,239,157
Reinvestment of distributions	211,762	72,983	1,759,266	919,675
Shares redeemed	(692,253)	(234,570)	(7,391,665)	(3,023,931)
Net increase (decrease)	803,398	1,033,706	$ 8,224,210	$ 13,134,901
Service Class 2
Shares sold	5,054,668	4,990,327	$ 54,645,306	$ 63,745,796
Reinvestment of distributions	1,209,010	440,649	10,007,317	5,537,853
Shares redeemed	(1,890,076)	(656,261)	(19,555,218)	(8,395,395)
Net increase (decrease)	4,373,602	4,774,715	$ 45,097,405	$ 60,888,254

VIP Freedom Funds Portfolio

9. Share Transactions - continued

	Shares		Dollars
Years ended December 31,	2008	2007	2008	2007
VIP Freedom 2025
Initial Class
Shares sold	405,260	622,753	$ 4,339,557	$ 8,070,203
Reinvestment of distributions	153,830	60,941	1,254,256	770,748
Shares redeemed	(284,309)	(174,322)	(3,007,681)	(2,213,504)
Net increase (decrease)	274,781	509,372	$ 2,586,132	$ 6,627,447
Service Class
Shares sold	33,255	788	$ 368,879	$ 10,000
Reinvestment of distributions	5,340	2,131	43,144	26,876
Shares redeemed	(23,972)	-	(225,727)	-
Net increase (decrease)	14,623	2,919	$ 186,296	$ 36,876
Service Class 2
Shares sold	353,793	265,377	$ 3,728,912	$ 3,480,937
Reinvestment of distributions	48,506	13,434	392,835	170,415
Shares redeemed	(225,738)	(9,100)	(2,337,002)	(117,320)
Net increase (decrease)	176,561	269,711	$ 1,784,745	$ 3,534,032
VIP Freedom 2030
Initial Class
Shares sold	1,203,500	996,989	$ 11,609,004	$ 13,223,488
Reinvestment of distributions	303,094	103,604	2,345,939	1,345,525
Shares redeemed	(580,249)	(424,689)	(6,180,905)	(5,631,778)
Net increase (decrease)	926,345	675,904	$ 7,774,038	$ 8,937,235
Service Class
Shares sold	643,764	734,873	$ 7,092,703	$ 9,669,259
Reinvestment of distributions	159,930	51,784	1,256,148	673,527
Shares redeemed	(346,804)	(107,374)	(3,804,921)	(1,424,042)
Net increase (decrease)	456,890	679,283	$ 4,543,930	$ 8,918,744
Service Class 2
Shares sold	918,652	711,415	$ 9,828,127	$ 9,456,604
Reinvestment of distributions	300,575	103,352	2,363,563	1,338,430
Shares redeemed	(366,117)	(226,223)	(3,746,227)	(2,985,052)
Net increase (decrease)	853,110	588,544	$ 8,445,463	$ 7,809,982

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products V and the Shareholders of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, and VIP Freedom 2030 Portfolio:

We have audited the accompanying statements of assets and liabilities of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, and VIP Freedom 2030 Portfolio (the Funds), each a fund of the Variable Insurance Products V Trust, including the schedules of investments, as of December 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from April 26, 2005 (commencement of operations) to December 31, 2005. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodians. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of VIP Freedom Income Portfolio, VIP Freedom 2005 Portfolio, VIP Freedom 2010 Portfolio, VIP Freedom 2015 Portfolio, VIP Freedom 2020 Portfolio, VIP Freedom 2025 Portfolio, and VIP Freedom 2030 Portfolio as of December 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the three years in the period then ended and for the period from April 26, 2005 (commencement of operations) to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 23, 2009

VIP Freedom Funds Portfolio

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. If the interests of a fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the funds to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 158 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 380 funds advised by FMR or an affiliate.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1989 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (66)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
James H. Keyes (68)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (62)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (69)
	Year of Election or Appointment: 2005 Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation, and as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Name, Age; Principal Occupation
Michael E. Kenneally (54)
	Year of Election or Appointment:2008 Member of the Advisory Board. Mr. Kenneally also serves as Trustee (2009-present) or Member of the Advisory Board of other Fidelity Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
John R. Hebble (50)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.
Ren Y. Cheng (51)
	Year of Election or Appointment: 2007 Vice President of Asset Allocation Funds. Mr. Cheng also serves as Group Chief Investment Officer, Asset Allocation of FMR. Previously, Mr. Cheng served as a portfolio manager for the Fidelity Freedom Funds.
Boyce I. Greer (52)
	Year of Election or Appointment: 2005 or 2006 Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
Nancy D. Prior (41)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Michael H. Whitaker (41)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).
Stephanie J. Dorsey (39)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.
Robert G. Byrnes (42)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

VIP Freedom Funds Portfolio

Distributions

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

	Pay Date	Record Date	Dividends	Capital Gains
VIP Freedom Income Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.08
Service Class	02/20/09	02/20/09	$__	$0.08
Service Class 2	02/20/09	02/20/09	$__	$0.08
VIP Freedom 2005 Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.19
Service Class	02/20/09	02/20/09	$__	$0.19
Service Class 2	02/20/09	02/20/09	$__	$0.19
VIP Freedom 2010 Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.06
Service Class	02/20/09	02/20/09	$__	$0.06
Service Class 2	02/20/09	02/20/09	$__	$0.06
VIP Freedom 2015 Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.06
Service Class	02/20/09	02/20/09	$__	$0.06
Service Class 2	02/20/09	02/20/09	$__	$0.06
VIP Freedom 2020 Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.06
Service Class	02/20/09	02/20/09	$__	$0.06
Service Class 2	02/20/09	02/20/09	$__	$0.06
VIP Freedom 2025 Portfolio
Initial Class	02/20/09	02/20/09	$0.01	$0.08
Service Class	02/20/09	02/20/09	$0.01	$0.08
Service Class 2	02/20/09	02/20/09	$0.01	$0.08
VIP Freedom 2030 Portfolio
Initial Class	02/20/09	02/20/09	$__	$0.11
Service Class	02/20/09	02/20/09	$__	$0.11
Service Class 2	02/20/09	02/20/09	$__	$0.11

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended December 31, 2008, or, if subsequently determined to be different, the net capital gain of such year.

VIP Freedom Income Portfolio	$99,687
VIP Freedom 2005 Portfolio	$187,238
VIP Freedom 2010 Portfolio	$2,828,474
VIP Freedom 2015 Portfolio	$1,402,816
VIP Freedom 2020 Portfolio	$4,802,016
VIP Freedom 2025 Portfolio	$573,739
VIP Freedom 2030 Portfolio	$2,420,239

VIP Freedom Funds Portfolio

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividends-received deduction for corporate shareholders:

	February 2008	December 2008
VIP Freedom Income Portfolio
Initial Class	3%	9%
Service Class	3%	10%
Service Class 2	3%	10%
VIP Freedom 2005 Portfolio
Initial Class	4%	16%
Service Class	4%	17%
Service Class 2	4%	18%
VIP Freedom 2010 Portfolio
Initial Class	-%	18%
Service Class	-%	18%
Service Class 2	-%	19%
VIP Freedom 2015 Portfolio
Initial Class	-%	19%
Service Class	-%	19%
Service Class 2	-%	20%
VIP Freedom 2020 Portfolio
Initial Class	-%	22%
Service Class	-%	23%
Service Class 2	-%	24%
VIP Freedom 2025 Portfolio
Initial Class	-%	22%
Service Class	-%	23%
Service Class 2	-%	24%
VIP Freedom 2030 Portfolio
Initial Class	-%	26%
Service Class	-%	26%
Service Class 2	-%	28%

The portfolios will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

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

VIPFF2K-ANN-0209
1.826371.104

Fidelity® Variable Insurance Products:

Freedom Lifetime Income Funds -
Portfolios I, II, & III

Annual Report

December 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The managers' review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Lifetime Income Portfolio I	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Lifetime Income Portfolio II	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Lifetime Income Portfolio III	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>

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.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

VIP Freedom Lifetime Income I Portfolio

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended December 31, 2008		Past 1 year	Life of fund ^A
VIP Freedom Lifetime Income I		-22.68%	-1.63%

^A From July 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom Lifetime Income I on July 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SMIndex (S&P 500®) performed over the same period.

fid4543

Annual Report

VIP Freedom Lifetime Income II Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008		Past 1 year	Life of fund ^A
VIP Freedom Lifetime Income II		-28.49%	-2.49%

^A From July 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom Lifetime Income II on July 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fid4545

Annual Report

VIP Freedom Lifetime Income III Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008		Past 1 year	Life of fund ^A
VIP Freedom Lifetime Income III		-35.25%	-4.33%

^A From July 26, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP Freedom Lifetime Income III on July 26, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fid4547

Annual Report

Management's Discussion of Fund Performance

Comments from Christopher Sharpe and Jonathan Shelon, Co-Portfolio Managers of VIP Freedom Lifetime Income^SM Funds

By year-end 2008, the vicious credit crisis sparked in the U.S. had spread like wildfire across the world's capital markets, stunting global growth, toppling commodity prices, changing the face of the global financial system and chasing risk-averse investors toward the sidelines. The U.S. equity markets, as measured by the Dow Jones Industrial Average^SM and Standard & Poor's 500^SM Index, fell hard as a result, declining 31.93% and 37.00%, respectively, while the technology-laden NASDAQ Composite® Index slid 40.03%. Foreign market stocks saw an even sharper decline, as illustrated by the 43.28% loss of the MSCI® EAFE® Index (Europe, Australasia, Far East), a gauge of developed stock markets outside the U.S. and Canada. A generally stronger U.S. dollar also held back returns for U.S. investors in foreign equities. Emerging-markets stocks - the global performance leader only a year ago - fell harder still, dropping 53.18%, as measured by the MSCI Emerging Markets Index. The only clear winners during the past year were assets backed by the U.S. government, as investors fled from risk. Thus, the Barclays Capital U.S. Treasury Bond Index climbed 13.74% for the year, while the Barclays Capital U.S. Aggregate Bond Index - a broader measure of the U.S. investment-grade bond universe - gained a more modest 5.24%. By contrast, high-yield bonds bore the brunt of investors' increasing wariness over risk, as expressed by the Merrill Lynch® U.S. High Yield Master II Constrained Index's drop of 26.11%. The emerging-markets bond category also felt the shock of investors' risk-averse sentiment, with the JPMorgan Emerging Markets Bond Index (EMBI) Global falling 10.91%. Meanwhile, the Citigroup® Non-U.S. Group of 7 Index - representing the debt performance of major global economies, excluding the United States - eked out a 1.69% gain.

Each of the VIP Freedom Lifetime Income Funds turned in negative absolute returns for the 12-month period and, on a relative basis, all fell behind their respective Composite indexes. (For specific portfolio results, please refer to the performance section of this report.) The domestic equity asset class lagged the Dow Jones Wilshire 5000 Composite Index^SM, which slid 37.23%, due mostly to unproductive stock selection within the underlying funds. Meanwhile, the international equity asset class performed more or less in line with the MSCI EAFE. In fixed-income, the Funds' investments in investment-grade bonds also underperformed, compared with the Barclays Capital U.S. Aggregate Bond Index. Our investment-grade bond sleeve lagged mostly because of its overweighted exposure to "spread-based" securities, such as asset-backed and mortgage-backed issues, which, even though they were mostly high-quality securities, still saw their yield spreads widen and prices fall as the credit crunch worsened during the year. On the other hand, the Funds' short-term holding edged out the 2.24% gain of the Barclays Capital U.S. 3 Month Treasury Bill Index - mostly due to its focus on short-maturity money market instruments from high-quality issuers. Turning to high yield, the Funds' high-yield holding declined steeply but still outpaced the Merrill Lynch U.S. High Yield Master II Constrained Index.

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2008 to December 31, 2008).

Actual Expenses

The first line of the accompanying table for each 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 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, each Fund, as a shareholder in underlying Fidelity Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Funds. These fees and expenses are not included in each Fund's annualized expense ratio used to calculate the expense estimates in the table below.

Hypothetical Example for Comparison Purposes

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

	Annualized Expense Ratio	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
VIP Freedom Lifetime Income I	.00%
Actual		$ 1,000.00	$ 811.70	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
VIP Freedom Lifetime Income II	.00%
Actual		$ 1,000.00	$ 766.50	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00
VIP Freedom Lifetime Income III	.00%
Actual		$ 1,000.00	$ 707.90	$ .00
Hypothetical ^A		$ 1,000.00	$ 1,025.14	$ .00

^A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Funds invest are not included in the Fund's annualized expense ratio.

Annual Report

VIP Freedom Lifetime Income I Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	5.8	5.4
VIP Equity-Income Portfolio Investor Class	6.9	5.5
VIP Growth & Income Portfolio Investor Class	6.7	6.1
VIP Growth Portfolio Investor Class	6.5	6.7
VIP Mid Cap Portfolio Investor Class	2.5	2.4
VIP Value Portfolio Investor Class	6.0	4.9
VIP Value Strategies Portfolio Investor Class	2.6	2.0
	37.0	33.0
International Equity Funds
VIP Overseas Portfolio Investor Class R	9.3	9.4
High Yield Fixed-Income Funds
VIP High Income Portfolio Investor Class	4.7	5.2
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Investor Class	35.1	39.4
Short-Term Funds
VIP Money Market Portfolio Investor Class	13.9	13.0
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	37.0%
	International Equity Funds	9.3%
	High Yield Fixed-Income Funds	4.7%
	Investment Grade Fixed-Income Funds	35.1%
	Short-Term Funds	13.9%

fid4554

Six months ago
	Domestic Equity Funds	33.0%
	International Equity Funds	9.4%
	High Yield Fixed-Income Funds	5.2%
	Investment Grade Fixed-Income Funds	39.4%
	Short-Term Funds	13.0%

fid4561

Expected
	Domestic Equity Funds	35.6%
	International Equity Funds	8.8%
	High Yield Fixed-Income Funds	5.0%
	Investment Grade Fixed-Income Funds	35.6%
	Short-Term Funds	15.0%

fid4568

Annual Report

VIP Freedom Lifetime Income I Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 46.3%
	Shares		Value
Domestic Equity Funds - 37.0%
VIP Contrafund Portfolio Investor Class	29,021		$ 445,175
VIP Equity-Income Portfolio Investor Class	39,972		525,636
VIP Growth & Income Portfolio Investor Class	58,099		509,529
VIP Growth Portfolio Investor Class	21,264		499,282
VIP Mid Cap Portfolio Investor Class	10,301		189,333
VIP Value Portfolio Investor Class	68,838		460,528
VIP Value Strategies Portfolio Investor Class	40,418		198,453
TOTAL DOMESTIC EQUITY FUNDS			2,827,936
International Equity Funds - 9.3%
VIP Overseas Portfolio Investor Class R	58,751		713,240
TOTAL EQUITY FUNDS (Cost $5,761,919)		3,541,176
Fixed-Income Funds - 39.8%

High Yield Fixed-Income Funds - 4.7%
VIP High Income Portfolio Investor Class	89,998		355,491
Investment Grade Fixed-Income Funds - 35.1%
VIP Investment Grade Bond Portfolio Investor Class	227,536		2,687,198
TOTAL FIXED-INCOME FUNDS (Cost $3,396,581)		3,042,689
Short-Term Funds - 13.9%

VIP Money Market Portfolio Investor Class (Cost $1,063,720)	1,063,720		1,063,720
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $10,222,220)		$ 7,647,585

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,647,585	$ 7,647,585	$ -	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $10,222,220) - See accompanying schedule		$ 7,647,585
Cash		89
Receivable for investments sold		125
Total assets		7,647,799

Liabilities
Payable for investments purchased	$ 137
Payable for fund shares redeemed	126
Total liabilities		263

Net Assets		$ 7,647,536
Net Assets consist of:
Paid in capital		$ 10,279,167
Undistributed net investment income		4,350
Accumulated undistributed net realized gain (loss) on investments		(61,346)
Net unrealized appreciation (depreciation) on investments		(2,574,635)
Net Assets, for 978,804 shares outstanding		$ 7,647,536
Net Asset Value, offering price and redemption price per share ($7,647,536 ÷ 978,804 shares)		$ 7.81

Statement of Operations

	Year ended December 31, 2008

Investment Income
Income distributions from underlying funds		$ 335,859

Expenses
Independent trustees' compensation	$ 45
Total expenses before reductions	45
Expense reductions	(45)	0
Net investment income (loss)		335,859
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(75,155)
Capital gain distributions from underlying funds	308,242	233,087
Change in net unrealized appreciation (depreciation) on underlying funds		(3,037,884)
Net gain (loss)		(2,804,797)
Net increase (decrease) in net assets resulting from operations		$ (2,468,938)

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 335,859	$ 363,583
Net realized gain (loss)	233,087	443,074
Change in net unrealized appreciation (depreciation)	(3,037,884)	85,222
Net increase (decrease) in net assets resulting from operations	(2,468,938)	891,879
Distributions to shareholders from net investment income	(332,233)	(361,791)
Distributions to shareholders from net realized gain	(490,163)	(328,199)
Total distributions	(822,396)	(689,990)
Share transactions Proceeds from sales of shares	389,102	2,994,715
Reinvestment of distributions	822,396	689,990
Cost of shares redeemed	(2,805,920)	(1,459,058)
Net increase (decrease) in net assets resulting from share transactions	(1,594,422)	2,225,647
Total increase (decrease) in net assets	(4,885,756)	2,427,536

Net Assets
Beginning of period	12,533,292	10,105,756
End of period (including undistributed net investment income of $4,350 and undistributed net investment income of $724, respectively)	$ 7,647,536	$ 12,533,292
Other Information Shares
Sold	41,227	263,784
Issued in reinvestment of distributions	100,142	61,611
Redeemed	(280,647)	(128,066)
Net increase (decrease)	(139,278)	197,329

Financial Highlights

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.21	$ 10.98	$ 10.27	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.36	.27	.10
Net realized and unrealized gain (loss)	(2.85)	.53	.67	.26
Total from investment operations	(2.52)	.89	.94	.36
Distributions from net investment income	(.37)	(.34)	(.18)	(.05)
Distributions from net realized gain	(.51)	(.32)	(.05)	(.04)
Total distributions	(.88)	(.66)	(.23)	(.09)
Net asset value, end of period	$ 7.81	$ 11.21	$ 10.98	$ 10.27
Total Return^{B, C, D}	(22.68)%	8.16%	9.15%	3.55%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	3.31%	3.15%	2.50%	2.23%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 7,648	$ 12,533	$ 10,106	$ 2,906
Portfolio turnover rate	25%	16%	28%	71%

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period July 26, 2005 (commencement of operations) to December 31, 2005.

^H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the Fund 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 Fund but do not include expenses of the investment companies in which the Fund invests.

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

Annual Report

VIP Freedom Lifetime Income II Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	7.2	7.4
VIP Equity-Income Portfolio Investor Class	8.5	7.6
VIP Growth & Income Portfolio Investor Class	8.2	8.3
VIP Growth Portfolio Investor Class	8.1	9.0
VIP Mid Cap Portfolio Investor Class	3.1	3.2
VIP Value Portfolio Investor Class	7.4	6.8
VIP Value Strategies Portfolio Investor Class	3.2	2.7
	45.7	45.0
International Equity Funds
VIP Overseas Portfolio Investor Class R	11.6	12.1
High Yield Fixed-Income Funds
VIP High Income Portfolio Investor Class	5.7	7.1
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Investor Class	32.3	32.1
Short-Term Funds
VIP Money Market Portfolio Investor Class	4.7	3.7
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	45.7%
	International Equity Funds	11.6%
	High Yield Fixed-Income Funds	5.7%
	Investment Grade Fixed-Income Funds	32.3%
	Short-Term Funds	4.7%

fid4575

Six months ago
	Domestic Equity Funds	45.0%
	International Equity Funds	12.1%
	High Yield Fixed-Income Funds	7.1%
	Investment Grade Fixed-Income Funds	32.1%
	Short-Term Funds	3.7%

fid4582

Expected
	Domestic Equity Funds	42.9%
	International Equity Funds	10.7%
	High Yield Fixed-Income Funds	6.0%
	Investment Grade Fixed-Income Funds	34.6%
	Short-Term Funds	5.8%

fid4589

Annual Report

VIP Freedom Lifetime Income II Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 57.3%
	Shares		Value
Domestic Equity Funds - 45.7%
VIP Contrafund Portfolio Investor Class	60,460		$ 927,454
VIP Equity-Income Portfolio Investor Class	83,109		1,092,882
VIP Growth & Income Portfolio Investor Class	121,089		1,061,951
VIP Growth Portfolio Investor Class	44,226		1,038,423
VIP Mid Cap Portfolio Investor Class	21,451		394,266
VIP Value Portfolio Investor Class	143,173		957,826
VIP Value Strategies Portfolio Investor Class	84,166		413,257
TOTAL DOMESTIC EQUITY FUNDS			5,886,059
International Equity Funds - 11.6%
VIP Overseas Portfolio Investor Class R	123,481		1,499,058
TOTAL EQUITY FUNDS (Cost $12,800,714)		7,385,117
Fixed-Income Funds - 38.0%

High Yield Fixed-Income Funds - 5.7%
VIP High Income Portfolio Investor Class	185,962		734,549
Investment Grade Fixed-Income Funds - 32.3%
VIP Investment Grade Bond Portfolio Investor Class	352,289		4,160,532
TOTAL FIXED-INCOME FUNDS (Cost $5,525,832)		4,895,081
Short-Term Funds - 4.7%

VIP Money Market Portfolio Investor Class (Cost $611,707)	611,707		611,707
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $18,938,253)		$ 12,891,905

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 12,891,905	$ 12,891,905	$ -	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $18,938,253) - See accompanying schedule		$ 12,891,905
Cash		89
Receivable for investments sold		210
Total assets		12,892,204

Liabilities
Payable for investments purchased	$ 78
Payable for fund shares redeemed	212
Total liabilities		290

Net Assets		$ 12,891,914
Net Assets consist of:
Paid in capital		$ 19,070,836
Undistributed net investment income		11,132
Accumulated undistributed net realized gain (loss) on investments		(143,706)
Net unrealized appreciation (depreciation) on investments		(6,046,348)
Net Assets, for 1,736,663 shares outstanding		$ 12,891,914
Net Asset Value, offering price and redemption price per share ($12,891,914 ÷ 1,736,663 shares)		$ 7.42

Statement of Operations

	Year ended December 31, 2008

Investment Income
Income distributions from underlying funds		$ 540,920

Expenses
Independent trustees' compensation	82
Total expenses before reductions	82
Expense reductions	(82)	0
Net investment income (loss)		540,920
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(290,440)
Capital gain distributions from underlying funds	762,351	471,911
Change in net unrealized appreciation (depreciation) on underlying funds		(6,922,220)
Net gain (loss)		(6,450,309)
Net increase (decrease) in net assets resulting from operations		$ (5,909,389)

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

Annual Report

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 540,920	$ 545,664
Net realized gain (loss)	471,911	1,104,194
Change in net unrealized appreciation (depreciation)	(6,922,220)	186,662
Net increase (decrease) in net assets resulting from operations	(5,909,389)	1,836,520
Distributions to shareholders from net investment income	(536,781)	(542,373)
Distributions to shareholders from net realized gain	(1,088,933)	(833,778)
Total distributions	(1,625,714)	(1,376,151)
Share transactions Proceeds from sales of shares	1,004,362	5,718,549
Reinvestment of distributions	1,625,714	1,376,151
Cost of shares redeemed	(4,904,098)	(2,074,997)
Net increase (decrease) in net assets resulting from share transactions	(2,274,022)	5,019,703
Total increase (decrease) in net assets	(9,809,125)	5,480,072

Net Assets
Beginning of period	22,701,039	17,220,967
End of period (including undistributed net investment income of $11,132 and undistributed net investment income of $6,993, respectively)	$ 12,891,914	$ 22,701,039
Other Information Shares
Sold	92,340	481,833
Issued in reinvestment of distributions	202,601	117,952
Redeemed	(501,187)	(172,555)
Net increase (decrease)	(206,246)	427,230

Financial Highlights

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.68	$ 11.36	$ 10.37	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.29	.32	.23	.10
Net realized and unrealized gain (loss)	(3.57)	.77	.95	.40
Total from investment operations	(3.28)	1.09	1.18	.50
Distributions from net investment income	(.34)	(.30)	(.14)	(.06)
Distributions from net realized gain	(.64)	(.48)	(.05)	(.07)
Total distributions	(.98)	(.77)^I	(.19)	(.13)
Net asset value, end of period	$ 7.42	$ 11.68	$ 11.36	$ 10.37
Total Return^{B, C, D}	(28.49)%	9.67%	11.38%	5.00%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	2.91%	2.67%	2.12%	2.18%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 12,892	$ 22,701	$ 17,221	$ 2,366
Portfolio turnover rate	25%	18%	16%	69%

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period July 26, 2005 (commencement of operations) to December 31, 2005.

^I Total distributions of $.77 per share is comprised of distributions from net investment income of $.295 and distributions from net realized gain of $.475 per share.

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

Annual Report

VIP Freedom Lifetime Income III Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
VIP Contrafund Portfolio Investor Class	9.2	9.3
VIP Equity-Income Portfolio Investor Class	10.9	9.5
VIP Growth & Income Portfolio Investor Class	10.6	10.4
VIP Growth Portfolio Investor Class	10.4	11.4
VIP Mid Cap Portfolio Investor Class	3.9	4.0
VIP Value Portfolio Investor Class	9.5	8.5
VIP Value Strategies Portfolio Investor Class	4.1	3.4
	58.6	56.5
International Equity Funds
VIP Overseas Portfolio Investor Class R	14.9	15.7
High Yield Fixed-Income Funds
VIP High Income Portfolio Investor Class	6.8	8.1
Investment Grade Fixed-Income Funds
VIP Investment Grade Bond Portfolio Investor Class	19.7	19.7
	100.0	100.0

Asset Allocation (% of fund's investments)
Current
	Domestic Equity Funds	58.6%
	International Equity Funds	14.9%
	High Yield Fixed-Income Funds	6.8%
	Investment Grade Fixed-Income Funds	19.7%
	Short-Term Funds	0.0%

fid4596

Six months ago
	Domestic Equity Funds	56.5%
	International Equity Funds	15.7%
	High Yield Fixed-Income Funds	8.1%
	Investment Grade Fixed-Income Funds	19.7%
	Short-Term Funds	0.0%

fid4603

Expected
	Domestic Equity Funds	56.9%
	International Equity Funds	14.2%
	High Yield Fixed-Income Funds	7.5%
	Investment Grade Fixed-Income Funds	21.4%
	Short-Term Funds	0.0%

fid4610

Annual Report

VIP Freedom Lifetime Income III Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 73.5%
	Shares		Value
Domestic Equity Funds - 58.6%
VIP Contrafund Portfolio Investor Class	32,620		$ 500,393
VIP Equity-Income Portfolio Investor Class	44,794		589,045
VIP Growth & Income Portfolio Investor Class	65,297		572,653
VIP Growth Portfolio Investor Class	23,886		560,855
VIP Mid Cap Portfolio Investor Class	11,566		212,577
VIP Value Portfolio Investor Class	77,154		516,159
VIP Value Strategies Portfolio Investor Class	45,284		222,343
TOTAL DOMESTIC EQUITY FUNDS			3,174,025
International Equity Funds - 14.9%
VIP Overseas Portfolio Investor Class R	66,580		808,286
TOTAL EQUITY FUNDS (Cost $6,810,553)		3,982,311
Fixed-Income Funds - 26.5%

High Yield Fixed-Income Funds - 6.8%
VIP High Income Portfolio Investor Class	93,182		368,070
Investment Grade Fixed-Income Funds - 19.7%
VIP Investment Grade Bond Portfolio Investor Class	90,433		1,068,017
TOTAL FIXED-INCOME FUNDS (Cost $1,697,690)		1,436,087
Short-Term Funds - 0.0%

VIP Money Market Portfolio Investor Class (Cost $973)	973		973
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $8,509,216)		$ 5,419,371

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 5,419,371	$ 5,419,371	$ -	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $8,509,216) - See accompanying schedule		$ 5,419,371
Cash		88
Receivable for investments sold		88
Total assets		5,419,547

Liabilities
Payable for fund shares redeemed		89

Net Assets		$ 5,419,458
Net Assets consist of:
Paid in capital		$ 8,534,106
Undistributed net investment income		4,711
Accumulated undistributed net realized gain (loss) on investments		(29,514)
Net unrealized appreciation (depreciation) on investments		(3,089,845)
Net Assets, for 805,984 shares outstanding		$ 5,419,458
Net Asset Value, offering price and redemption price per share ($5,419,458 ÷ 805,984 shares)		$ 6.72

Statement of Operations

	Year ended December 31, 2008

Investment Income
Income distributions from underlying funds		$ 202,057

Expenses
Independent trustees' compensation	$ 38
Total expenses before reductions	38
Expense reductions	(38)	0
Net investment income (loss)		202,057
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(143,988)
Capital gain distributions from underlying funds	459,107	315,119
Change in net unrealized appreciation (depreciation) on underlying funds		(3,737,872)
Net gain (loss)		(3,422,753)
Net increase (decrease) in net assets resulting from operations		$ (3,220,696)

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

Annual Report

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 202,057	$ 247,764
Net realized gain (loss)	315,119	689,246
Change in net unrealized appreciation (depreciation)	(3,737,872)	81,118
Net increase (decrease) in net assets resulting from operations	(3,220,696)	1,018,128
Distributions to shareholders from net investment income	(197,346)	(249,881)
Distributions to shareholders from net realized gain	(636,937)	(532,048)
Total distributions	(834,283)	(781,929)
Share transactions Proceeds from sales of shares	219,631	1,768,038
Reinvestment of distributions	834,283	781,929
Cost of shares redeemed	(2,664,194)	(536,548)
Net increase (decrease) in net assets resulting from share transactions	(1,610,280)	2,013,419
Total increase (decrease) in net assets	(5,665,259)	2,249,618

Net Assets
Beginning of period	11,084,717	8,835,099
End of period (including undistributed net investment income of $4,711 and $0, respectively)	$ 5,419,458	$ 11,084,717
Other Information Shares
Sold	24,955	145,013
Issued in reinvestment of distributions	110,225	65,782
Redeemed	(260,873)	(43,397)
Net increase (decrease)	(125,693)	167,398

Financial Highlights

Years ended December 31,	2008	2007	2006	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.90	$ 11.56	$ 10.48	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.24	.29	.19	.11
Net realized and unrealized gain (loss)	(4.36)	.96	1.15	.50
Total from investment operations	(4.12)	1.25	1.34	.61
Distributions from net investment income	(.27)	(.29)	(.15)	(.06)
Distributions from net realized gain	(.79)	(.62)	(.11)	(.07)
Total distributions	(1.06)	(.91)	(.26)	(.13)
Net asset value, end of period	$ 6.72	$ 11.90	$ 11.56	$ 10.48
Total Return^{B, C, D}	(35.25)%	10.88%	12.78%	6.10%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.00%	.00%	.00%	.00%^A
Expenses net of fee waivers, if any	.00%	.00%	.00%	.00%^A
Expenses net of all reductions	.00%	.00%	.00%	.00%^A
Net investment income (loss)	2.43%	2.41%	1.76%	2.39%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,419	$ 11,085	$ 8,835	$ 2,958
Portfolio turnover rate	20%	11%	15%	59%

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period July 26, 2005 (commencement of operations) to December 31, 2005.

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

Annual Report

Notes to Financial Statements

For the period ended December 31, 2008

1. Organization.

VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, and VIP Freedom Lifetime Income III Portfolio (the Funds) are funds of Variable Insurance Products Fund V. The Variable Insurance Products Fund V (the trust) (referred to in this report as Fidelity Variable Insurance Products) 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. Each Fund is authorized to issue an unlimited number of shares. The Funds invest primarily in a combination of other VIP equity, fixed income, and short-term funds (the Underlying Funds) managed by Fidelity Management & Research Company (FMR). Shares of each Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts.

2. Significant Accounting Policies.

Security Valuation. Investments in the Underlying Funds are valued at their closing net asset value (NAV) each business day.

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect each Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of December 31, 2008, for each Fund's investments is included at the end of each Fund's Schedule of Investments.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust. Expenses included in the accompanying financial statements reflect the expenses of the Funds and do not include any expenses associated with the Underlying Funds. 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, each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. Each Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements. Each of the Funds' federal tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds and losses deferred due to wash sales and excise tax regulations.

Annual Report

2. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows for each Fund:

	Cost for Federal Income Tax Purposes	Unrealized Appreciation	Unrealized Depreciation	Net Unrealized Appreciation/ (Depreciation)
VIP Freedom Lifetime Income I	$ 10,303,069	$ 71,473	$ (2,726,957)	$ (2,655,484)
VIP Freedom Lifetime Income II	19,105,618	120,553	(6,334,266)	(6,213,713)
VIP Freedom Lifetime Income III	8,596,434	41,061	(3,218,124)	(3,177,063)

	Undistributed Ordinary Income	Undistributed Long-term Capital Gain	Capital Loss Carryforward
VIP Freedom Lifetime Income I	$ 20,946	$ 31,701	$ -
VIP Freedom Lifetime Income II	14,238	126,072	-
VIP Freedom Lifetime Income III	6,155	68,084	-

The tax character of distributions paid was as follows:

December 31, 2008
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Lifetime Income I	$ 422,026	$ 400,370	$ 822,396
VIP Freedom Lifetime Income II	757,808	867,906	1,625,714
VIP Freedom Lifetime Income III	328,910	505,373	834,283
December 31, 2007
	Ordinary Income	Long-term Capital Gains	Total
VIP Freedom Lifetime Income I	$ 489,482	$ 200,508	$ 689,990
VIP Freedom Lifetime Income II	863,486	512,665	1,376,151
VIP Freedom Lifetime Income III	447,079	334,850	781,929

3. Operating Policies.

4. Purchases and Sales of Investments.

Purchases and redemptions of the Underlying Fund shares are noted in the table below.

	Purchases ($)	Redemptions ($)
VIP Freedom Lifetime Income I	2,501,704	4,274,477
VIP Freedom Lifetime Income II	4,599,853	7,196,333
VIP Freedom Lifetime Income III	1,676,977	3,460,376

5. Fees and Other Transactions with Affiliates.

Other Transactions. Strategic Advisers, Inc. (Strategic Advisers) has entered into an administration agreement with FMR under which FMR provides management and administrative services (other than investment advisory services) necessary for the operation of each Fund. Pursuant to this agreement, FMR pays all expenses of each Fund, excluding the compensation of the independent Trustees and certain other expenses such as interest expense. FMR also contracts with other Fidelity companies to perform the services necessary for the operation of each Fund. The Funds do not pay any fees for these services.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions.

FMR voluntarily agreed to reimburse the Funds 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, are excluded from this reimbursement.

The following Funds were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
VIP Freedom Lifetime Income I	0%	$ 45
VIP Freedom Lifetime Income II	0%	$ 82
VIP Freedom Lifetime Income III	0%	$ 38

7. Other.

At the end of the period, FMR or its affiliates were the owners of record of all of the outstanding shares of the Funds.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products V and the Shareholders of VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, VIP Freedom Lifetime Income III Portfolio:

We have audited the accompanying statements of assets and liabilities of VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, VIP Freedom Lifetime Income III Portfolio (the Funds), each a fund of Variable Insurance Product V Trust (the trust), including the schedules of investments, as of December 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from July 26, 2005 (commencement of operations) to December 31, 2008. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of VIP Freedom Lifetime Income I Portfolio, VIP Freedom Lifetime Income II Portfolio, VIP Freedom Lifetime Income III Portfolio as of December 31, 2008, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the three years in the period then ended and for the period from July 26, 2005 (commencement of operations) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 23, 2009

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each VIP Freedom Lifetime Income Fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each VIP Freedom Lifetime Income Fund's activities, review contractual arrangements with companies that provide services to each VIP Freedom Lifetime Income Fund, and review each VIP Freedom Lifetime Income Fund's performance. If the interests of a VIP Freedom Lifetime Income Fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees and Member of the Advisory Board fulfill their fiduciary duties to the affected funds. Strategic Advisers has structured the VIP Freedom Lifetime Income Fund to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers, the Trustees, and Member of the Advisory Board would take reasonable steps to minimize and, if possible, eliminate the conflict. Except for Edward C. Johnson 3d and James C. Curvey, each of the Trustees oversees 158 funds advised by FMR or an affiliate. Messrs. Johnson and Curvey oversee 380 funds advised by FMR or an affiliate.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (78)
	Year of Election or Appointment: 1989 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as President of FMR LLC (2006-2007). Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.
James C. Curvey (73)
	Year of Election or Appointment: 2007 Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation
Albert R. Gamper, Jr. (66)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities), a member of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
James H. Keyes (68)
	Year of Election or Appointment: 2007 Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions). Previously, Mr. Keyes served as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
Marie L. Knowles (62)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of McKesson Corporation (healthcare service). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).
Kenneth L. Wolfe (69)
	Year of Election or Appointment: 2005 Mr. Wolfe currently serves as a member of the board of Revlon Inc. (2004-present). Previously, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hersey Foods Corporation, and as a member of the boards of Adelphia Communications Corporation (2003-2006) and Bausch & Lomb, Inc. (1993-2007).

Advisory Board Member and Executive Officers**:

Correspondence intended for Michael E. Kenneally may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer, may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Michael E. Kenneally (54)
	Year of Election or Appointment: 2008 Member of the Advisory Board. Mr. Kenneally also serves as Trustee (2009-present) or Member of the Advisory Board of other Fidelity Fixed Income and Asset Allocation Funds. Previously, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of The Credit Suisse Funds (U.S. Mutual Fund, 2004-2008) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.
John R. Hebble (50)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble is an employee of Fidelity Investments (2003-present). Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds.
Boyce I. Greer (52)
	Year of Election or Appointment: 2005 or 2006 Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR (2003-present). Mr. Greer is President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).
Scott C. Goebel (40)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Secretary of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
Nancy D. Prior (41)
	Year of Election or Appointment: 2008 Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Prior is an employee of Fidelity Investments (2002-present).
Holly C. Laurent (54)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (50)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. She served as Chief Operating Officer of FPCMS from 2007 through July 2008. Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007). Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was an audit partner with PwC's investment management practice.
Michael H. Whitaker (41)
	Year of Election or Appointment: 2008 Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.
Bryan A. Mehrmann (47)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).
Stephanie J. Dorsey (39)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Accounting Group Manager (2003) of JPMorgan Chase Bank.
Robert G. Byrnes (42)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Byrnes is an employee of Fidelity Investments (2005-present). Previously, Mr. Byrnes served as Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Paul M. Murphy (61)
	Year of Election or Appointment: 2007 Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments (2007-present). Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity Funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).
Gary W. Ryan (50)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

Annual Report

Distributions (Unaudited)

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

Fund	Pay Date	Record Date	Dividends	Capital Gains
VIP Freedom Lifetime Income I	02/20/09	02/20/09	$0.01	$0.05
VIP Freedom Lifetime Income II	02/20/09	02/20/09	$0.01	$0.08
VIP Freedom Lifetime Income III	02/20/09	02/20/09	$0.01	$0.09

The funds hereby designate as capital gain dividends the amounts noted below for the taxable year ended December 31, 2008, or, if subsequently determined to be different, the net capital gain of such year.

Fund

VIP Freedom Lifetime Income I	236,308
VIP Freedom Lifetime Income II	521,537
VIP Freedom Lifetime Income III	281,046

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividends-received deduction for corporate shareholders:

Fund

VIP Freedom Lifetime Income I	13%
VIP Freedom Lifetime Income II	16%
VIP Freedom Lifetime Income III	19%

The funds will notify shareholders in January 2009 of amounts for use in preparing 2008 income tax returns.

Annual Report

Investment Adviser

Strategic Advisers, Inc.
Boston, MA

General Distributor

Fidelity Distributors Corporation
Boston, MA

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

VIPFLI-ANN-0209
1.816199.103

Fidelity® Variable Insurance Products:

FundsManager - 20%, 50%, 60%, 70%, 85% Portfolio

Annual Report

December 31, 2008
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
FundsManager 20% Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
FundsManager 50% Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
FundsManager 60% Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
FundsManager 70% Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
FundsManager 85% Portfolio	<Click Here> <Click Here> <Click Here>	Investment Changes Investments Financial Statements
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>

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.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP FundsManager Portfolio

VIP FundsManager 20% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund ^A
VIP FundsManager 20% - Investor Class	-8.33%	0.90%
VIP FundsManager 20% - Service Class ^B	-8.33%	0.90%
VIP FundsManager 20% - Service Class 2 ^C	-8.40%	0.78%

^AFrom April 13, 2006.

^B Performance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^C Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee).

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP FundsManager 20% Portfolio - Investor Class on April 13, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital U.S. Aggregate Bond Index performed over the same period.

fid4634

Annual Report

VIP FundsManager 50% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund ^A
VIP FundsManager 50% - Investor Class	-22.57%	-4.24%
VIP FundsManager 50% - Service Class ^B	-22.48%	-4.19%
VIP FundsManager 50% - Service Class 2 ^C	-22.63%	-4.35%

^AFrom April 13, 2006.

^B Performance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^C Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee).

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP FundsManager 50% Portfolio - Investor Class on April 13, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

fid4636

VIP FundsManager Portfolio

VIP FundsManager 60% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund ^A
VIP FundsManager 60% - Investor Class	-26.93%	-18.22%
VIP FundsManager 60% - Service Class ^B	-26.93%	-18.22%
VIP FundsManager 60% - Service Class 2 ^C	-26.97%	-18.29%

^AFrom August 22, 2007.

^B Performance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^C Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee).

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP FundsManager 60% Portfolio - Investor Class on August 22, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fid4638

Annual Report

VIP FundsManager 70% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund ^A
VIP FundsManager 70% - Investor Class	-32.03%	-8.07%
VIP FundsManager 70% - Service Class ^B	-32.03%	-8.07%
VIP FundsManager 70% - Service Class 2 ^C	-32.18%	-8.23%

^AFrom April 13, 2006.

^B Performance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^C Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee).

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP FundsManager 70% Portfolio - Investor Class on April 13, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fid4640

VIP FundsManager Portfolio

VIP FundsManager 85% Portfolio

Performance: The Bottom Line

Average Annual Total Returns

Periods ended December 31, 2008	Past 1 year	Life of Fund ^A
VIP FundsManager 85% - Investor Class	-38.20%	-10.82%
VIP FundsManager 85% - Service Class ^B	-38.14%	-10.81%
VIP FundsManager 85% - Service Class 2 ^C	-38.19%	-10.92%

^AFrom April 13, 2006.

^B Performance for Service Class shares reflects an asset-based service fee (12b-1 fee).

^C Performance for Service Class 2 shares reflects an asset-based service fee (12b-1 fee).

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in VIP FundsManager 85% Portfolio - Investor Class on April 13, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 Index performed over the same period.

fid4642

Annual Report

Management's Discussion of Fund Performance

Comments from Xuehai En, who became Portfolio Manager of VIP FundsManager Portfolios on October 1, 2008

For the year ending December 31, 2008, all of the VIP FundsManager Portfolios lagged their respective Composite indexes. (For specific Portfolio results, please see the performance section of this report.) Across the Portfolios, greater equity exposure generally resulted in lower absolute returns and a greater degree of underperformance versus the indexes. The underlying equity funds held by the Portfolios that had significant exposure to the financials, basic materials and energy sectors were the primary drivers of the underperformance. In addition, the Portfolios' holdings of "extended asset class" funds - such as those that invest in high-yield bonds, emerging-markets equities and bonds, and real estate - generally struggled. Our high-yield fund holdings performed well versus their market benchmark. However, they did not help the Portfolios' relative returns because high yield is not included in the Composite indexes and the asset class underperformed investment-grade debt, with which it is compared. On the positive side, the overarching asset allocation strategy across the Portfolios - underweighted in domestic and international equities and investment-grade bonds, and overweighted in cash - helped performance. During the final months of the period, the Portfolios' exposures to extended asset classes were substantially reduced and, in some cases, eliminated. Additional efforts to reposition the Portfolios included increased allocations to index funds to augment international equity and investment-grade bond positions. Lastly, use of sector funds was introduced with the goal of controlling portfolio-level risk more precisely by providing a clearer picture of each Portfolio's industry composition when markets are exhibiting high levels of volatility. Going forward, it is expected that the Portfolios will maintain their current limited exposure to extended asset classes in favor of opportunities within core asset classes such as domestic equities and investment-grade bonds.

VIP FundsManager Portfolio

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2008 to December 31, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
VIP FundsManager 20% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 930.40	$ .97
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 930.70	$ 1.70
Hypothetical^A		$ 1,000.00	$ 1,023.38	$ 1.78
Investor Class	.20%
Actual		$ 1,000.00	$ 931.40	$ .97
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
VIP FundsManager 50% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 824.40	$ .92
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 823.60	$ 1.60
Hypothetical^A		$ 1,000.00	$ 1,023.38	$ 1.78
Investor Class	.20%
Actual		$ 1,000.00	$ 823.30	$ .92
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
	Annualized Expense Ratio	Beginning Account Value July 1, 2008	Ending Account Value December 31, 2008	Expenses Paid During Period* July 1, 2008 to December 31, 2008
VIP FundsManager 60% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 786.70	$ .90
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 787.10	$ 1.57
Hypothetical^A		$ 1,000.00	$ 1,023.38	$ 1.78
Investor Class	.20%
Actual		$ 1,000.00	$ 787.60	$ .90
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
VIP FundsManager 70% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 747.80	$ .88
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 746.90	$ 1.54
Hypothetical^A		$ 1,000.00	$ 1,023.38	$ 1.78
Investor Class	.20%
Actual		$ 1,000.00	$ 747.80	$ .88
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
VIP FundsManager 85% Portfolio
Service Class	.20%
Actual		$ 1,000.00	$ 698.60	$ .85
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02
Service Class 2	.35%
Actual		$ 1,000.00	$ 698.80	$ 1.49
Hypothetical^A		$ 1,000.00	$ 1,023.38	$ 1.78
Investor Class	.20%
Actual		$ 1,000.00	$ 697.90	$ .85
Hypothetical^A		$ 1,000.00	$ 1,024.13	$ 1.02

^A5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/ 366 (to reflect the one-half year period). The fees and expenses of the underlying Fidelity Funds in which the Fund invests are not included in each class' annualized expense ratio.

VIP FundsManager Portfolio

VIP FundsManager 20% Portfolio

Investment Changes (Unaudited)

Fund Holdings as of December 31, 2008
	% of fund's investments	% of fund's investments 6 months ago
Domestic Equity Funds
Fidelity 130/30 Large Cap Fund	0.2	0.0
Fidelity Blue Chip Growth Fund	0.3	0.0
Fidelity Contrafund	1.5	1.6
Fidelity Disciplined Equity Fund	0.5	0.5
Fidelity Dividend Growth Fund	0.0 *	0.0
Fidelity Equity-Income Fund	0.3	0.0
Fidelity Equity-Income II Fund	0.6	0.5
Fidelity Fund	3.8	5.9
Fidelity Growth Company Fund	1.0	0.1
Fidelity Independence Fund	0.0 *	0.6
Fidelity Large Cap Value Fund	0.8	0.0
Fidelity Leveraged Company Stock Fund	0.0 *	1.0
Fidelity Magellan Fund	0.1	1.6
Fidelity Mega Cap Stock Fund	0.6	0.0
Fidelity Mid-Cap Stock Fund	0.0 *	0.1
Fidelity Real Estate Investment Portfolio	0.1	0.2
Fidelity Select Air Transportation Portfolio	0.1	0.0
Fidelity Select Banking Portfolio	0.4	0.0
Fidelity Select Biotechnology Portfolio	0.7	0.0
Fidelity Select Computers Portfolio	0.0 *	0.0
Fidelity Select Construction & Housing Portfolio	0.1	0.0
Fidelity Select Consumer Staples Portfolio	0.9	0.0
Fidelity Select Energy Portfolio	0.3	0.0
Fidelity Select Environmental Portfolio	0.1	0.0
Fidelity Select Gold Portfolio	0.4	0.0
Fidelity Select Health Care Portfolio	0.1	0.0
Fidelity Select Industrials Portfolio	0.1	0.0
Fidelity Select Insurance Portfolio	0.0 *	0.0
Fidelity Select Leisure Portfolio	0.2	0.0
Fidelity Select Medical Equipment & Systems Portfolio	0.3	0.0
Fidelity Select Natural Resources Portfolio	0.1	0.0
Fidelity Select Pharmaceuticals Portfolio	0.9	0.0
Fidelity Select Software & Computer Services Portfolio	0.4	0.0
Fidelity Select Technology Portfolio	0.2	0.0
Fidelity Select Telecommunications Portfolio	0.1	0.0
Fidelity Select Transportation Portfolio	0.1	0.0
Fidelity Small Cap Growth Fund	0.1	0.1
Fidelity Small Cap Stock Fund	0.0 *	0.1
Fidelity Small Cap Value Fund	0.9	0.0
Fidelity Utilities Fund	0.4	0.0
Spartan Extended Market Index Fund Investor Class	0.8	1.4
Spartan Total Market Index Fund Investor Class	1.7	1.0

	% of fund's investments	% of fund's investments 6 months ago
VIP Mid Cap Portfolio Investor Class	0.0 *	0.0
Fidelity Stock Selector Fund	0.0	1.0
VIP Growth & Income Portfolio Investor Class	0.0	2.0
	19.2	17.7
International Equity Funds
Fidelity International Discovery Fund	0.0 *	0.5
Fidelity International Small Cap Opportunities Fund	0.0 *	0.5
Fidelity International Value Fund	0.0 *	0.5
Fidelity Overseas Fund	0.0 *	0.0
Fidelity International Real Estate Fund	0.0	0.7
	0.0	2.2
Fixed-Income Funds
Fidelity High Income Fund	0.0 *	0.0
Fidelity U.S. Bond Index Fund	51.4	39.3
Fidelity Capital & Income Fund	0.0	4.0
Fidelity Floating Rate High Income Fund	0.0	3.0
Fidelity New Markets Income Fund	0.0	3.0
Fidelity Strategic Real Return Fund	0.0	1.0
VIP High Income Portfolio Investor Class	0.0	1.0
	51.4	51.3
Money Market Funds
Fidelity Institutional Money Market Portfolio Class I	8.3	7.6
Fidelity Institutional Prime Money Market Portfolio Class I	21.1	21.2
	29.4	28.8
	100.0	100.0

* Amount represents less than 0.1%

Asset Allocation (% of fund's investments)
As of December 31, 2008
	Domestic Equity Funds	19.2%
	International Equity Funds	0.0%
	Fixed Income Funds	51.4%
	Money Market Funds	29.4%

fid4648

As of June 30, 2008
	Domestic Equity Funds	17.7%
	International Equity Funds	2.2%
	Fixed Income Funds	51.3%
	Money Market Funds	28.8%

fid4654

Annual Report

VIP FundsManager 20% Portfolio

Investments December 31, 2008

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 19.2%
	Shares		Value
Domestic Equity Funds - 19.2%
Fidelity 130/30 Large Cap Fund	50,092		$ 322,090
Fidelity Blue Chip Growth Fund	19,746		519,523
Fidelity Contrafund	50,312		2,277,132
Fidelity Disciplined Equity Fund	44,343		772,004
Fidelity Dividend Growth Fund	4,191		66,170
Fidelity Equity-Income Fund	16,326		503,984
Fidelity Equity-Income II Fund	65,542		873,017
Fidelity Fund	255,065		5,805,286
Fidelity Growth Company Fund	32,200		1,576,531
Fidelity Independence Fund	309		4,406
Fidelity Large Cap Value Fund	145,671		1,245,490
Fidelity Leveraged Company Stock Fund	191		2,757
Fidelity Magellan Fund	2,894		132,742
Fidelity Mega Cap Stock Fund	131,575		914,443
Fidelity Mid-Cap Stock Fund	2,740		42,766
Fidelity Real Estate Investment Portfolio	14,505		226,427
Fidelity Select Air Transportation Portfolio	5,212		135,763
Fidelity Select Banking Portfolio	43,392		640,462
Fidelity Select Biotechnology Portfolio (a)	18,343		1,084,255
Fidelity Select Computers Portfolio (a)	2,125		52,894
Fidelity Select Construction & Housing Portfolio	6,241		148,965
Fidelity Select Consumer Staples Portfolio	26,043		1,327,937
Fidelity Select Energy Portfolio	12,886		387,615
Fidelity Select Environmental Portfolio	8,428		112,849
Fidelity Select Gold Portfolio	20,641		651,830
Fidelity Select Health Care Portfolio	1,074		86,947
Fidelity Select Industrials Portfolio	15,293		200,952
Fidelity Select Insurance Portfolio	1,404		45,984
Fidelity Select Leisure Portfolio	5,801		312,500
Fidelity Select Medical Equipment & Systems Portfolio	29,275		540,118
Fidelity Select Natural Resources Portfolio	4,769		89,796
Fidelity Select Pharmaceuticals Portfolio	150,356		1,324,635
Fidelity Select Software & Computer Services Portfolio (a)	11,442		537,796
Fidelity Select Technology Portfolio	6,387		253,295
Fidelity Select Telecommunications Portfolio	5,799		154,607

	Shares		Value
Fidelity Select Transportation Portfolio	2,465		$ 79,445
Fidelity Small Cap Growth Fund	9,604		83,463
Fidelity Small Cap Stock Fund	4,960		48,610
Fidelity Small Cap Value Fund	148,139		1,380,657
Fidelity Utilities Fund	50,517		660,257
Spartan Extended Market Index Fund Investor Class	55,471		1,250,875
Spartan Total Market Index Fund Investor Class	101,949		2,555,868
VIP Mid Cap Portfolio Investor Class	78		1,431
TOTAL DOMESTIC EQUITY FUNDS			29,434,574
International Equity Funds - 0.0%
Fidelity International Discovery Fund	209		4,935
Fidelity International Small Cap Opportunities Fund	538		3,222
Fidelity International Value Fund	747		4,450
Fidelity Overseas Fund	411		10,304
TOTAL INTERNATIONAL EQUITY FUNDS			22,911
TOTAL EQUITY FUNDS (Cost $37,632,573)		29,457,485
Fixed-Income Funds - 51.4%

Fidelity High Income Fund	2,305		13,924
Fidelity U.S. Bond Index Fund	7,298,825		78,754,315
TOTAL FIXED-INCOME FUNDS (Cost $78,387,376)		78,768,239
Money Market Funds - 29.4%

Fidelity Institutional Money Market Portfolio Class I	12,676,880		12,676,880
Fidelity Institutional Prime Money Market Portfolio Class I	32,408,166		32,408,166
TOTAL MONEY MARKET FUNDS (Cost $45,085,046)		45,085,046
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $161,104,995)		$ 153,310,770

Legend

(a) Non-income producing

Other Information

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 153,310,770	$ 153,310,770	$ -	$ -

Income Tax Information

At December 31, 2008, the fund had a capital loss carryforward of approximately $7,875,921 all of which will expire on December 31, 2016.

The fund intends to elect to defer to its fiscal year ending December 31, 2009 approximately $2,778,480 of losses recognized during the period November 1, 2008 to December 31, 2008.

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

VIP FundsManager Portfolio

VIP FundsManager 20% Portfolio

Financial Statements

Statement of Assets and Liabilities

	December 31, 2008

Assets
Investment in securities, at value (cost $161,104,995) - See accompanying schedule		$ 153,310,770
Cash		2
Receivable for investments sold		958,005
Receivable for fund shares sold		307,360
Total assets		154,576,137

Liabilities
Payable for investments purchased	$ 1,265,352
Payable for fund shares redeemed	12
Accrued management fee	24,986
Distribution fees payable	11
Total liabilities		1,290,361

Net Assets		$ 153,285,776
Net Assets consist of:
Paid in capital		$ 171,913,926
Accumulated undistributed net realized gain (loss) on investments		(10,833,925)
Net unrealized appreciation (depreciation) on investments		(7,794,225)
Net Assets		$ 153,285,776

Statement of Assets and Liabilities - continued

	December 31, 2008


Service Class: Net Asset Value, offering price and redemption price per share ($88,016 ÷ 9,491 shares)		$ 9.27

Service Class 2: Net Asset Value, offering price and redemption price per share ($88,197 ÷ 9,509 shares)		$ 9.28

Investor Class: Net Asset Value, offering price and redemption price per share ($153,109,563 ÷ 16,518,871 shares)		$ 9.27

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

VIP FundsManager Portfolio

Statement of Operations

	Year ended December 31, 2008

Investment Income
Income distributions from underlying funds		$ 5,059,636

Expenses
Management fee	$ 357,181
Distribution fees	368
Independent trustees' compensation	583
Total expenses before reductions	358,132
Expense reductions	(71,813)	286,319
Net investment income (loss)		4,773,317
Realized and Unrealized Gain (Loss) Realized gain (loss) on sale of underlying fund shares	(11,371,180)
Capital gain distributions from underlying funds	604,995	(10,766,185)
Change in net unrealized appreciation (depreciation) on underlying funds		(6,754,629)
Net gain (loss)		(17,520,814)
Net increase (decrease) in net assets resulting from operations		$ (12,747,497)

Statement of Changes in Net Assets

	Year ended December 31, 2008	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,773,317	$ 2,996,866
Net realized gain (loss)	(10,766,185)	2,045,576
Change in net unrealized appreciation (depreciation)	(6,754,629)	(1,206,656)
Net increase (decrease) in net assets resulting from operations	(12,747,497)	3,835,786
Distributions to shareholders from net investment income	(4,824,891)	(3,045,063)
Distributions to shareholders from net realized gain	(435,331)	(1,732,833)
Total distributions	(5,260,222)	(4,777,896)
Share transactions - net increase (decrease)	55,107,340	92,872,808
Total increase (decrease) in net assets	37,099,621	91,930,698

Net Assets
Beginning of period	116,186,155	24,255,457
End of period	$ 153,285,776	$ 116,186,155

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

Annual Report

Financial Highlights - Service Class

Years ended December 31,	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.34	.45	.33
Net realized and unrealized gain (loss)	(1.21)	.18	.20
Total from investment operations	(.87)	.63	.53
Distributions from net investment income	(.30)	(.29)	(.14)
Distributions from net realized gain	(.04)	(.20)	(.05)
Total distributions	(.34)^I	(.49)	(.19)
Net asset value, end of period	$ 9.27	$ 10.48	$ 10.34
Total Return^{B, C, D}	(8.33)%	6.12%	5.34%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.35%	.35%	.35%^A
Expenses net of fee waivers, if any	.20%	.20%	.20%^A
Expenses net of all reductions	.20%	.20%	.20%^A
Net investment income (loss)	3.33%	4.20%	4.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 88	$ 112	$ 105
Portfolio turnover rate	64%	76%	92%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 13, 2006 (commencement of operations) to December 31, 2006.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

^I Total distributions of $.337 per share is comprised of distributions from net investment income of $.302 and distributions from net realized gain of $.035 per share.

Financial Highlights - Service Class 2

Years ended December 31,	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.32	.43	.32
Net realized and unrealized gain (loss)	(1.20)	.18	.20
Total from investment operations	(.88)	.61	.52
Distributions from net investment income	(.29)	(.27)	(.13)
Distributions from net realized gain	(.04)^I	(.20)	(.05)
Total distributions	(.32)	(.47)	(.18)
Net asset value, end of period	$ 9.28	$ 10.48	$ 10.34
Total Return^{B, C, D}	(8.40)%	5.96%	5.23%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.50%	.50%	.50%^A
Expenses net of fee waivers, if any	.35%	.35%	.35%^A
Expenses net of all reductions	.35%	.35%	.35%^A
Net investment income (loss)	3.18%	4.05%	4.38%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 88	$ 112	$ 105
Portfolio turnover rate	64%	76%	92%^A

^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 had certain expenses not been reduced during the periods shown.

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

^F Amounts do not include the activity of the underlying funds.

^G For the period April 13, 2006 (commencement of operations) to December 31, 2006.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class but do not include expenses of the investment companies in which the Fund invests.

^I Total distributions of $.320 per share is comprised of distributions from net investment income of $.285 and distributions from net realized gain of $.035 per share.

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

VIP FundsManager Portfolio

Financial Highlights - Investor Class

Years ended December 31,	2008	2007	2006^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.48	$ 10.34	$ 10.00
Income from Investment Operations
Net investment income (loss)^E	.33	.45	.33
Net realized and unrealized gain (loss)	(1.20)	.18	.20
Total from investment operations	(.87)	.63	.53
Distributions from net investment income	(.30)	(.29)	(.14)
Distributions from net realized gain	(.04)	(.20)	(.05)
Total distributions	(.34)^I	(.49)	(.19)
Net asset value, end of period	$ 9.27	$ 10.48	$ 10.34
Total Return^{B, C, D}	(8.33)%	6.12%	5.34%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.25%	.25%	.25%^A
Expenses net of fee waivers, if any	.20%	.20%	.20%^A
Expenses net of all reductions	.20%	.20%	.20%^A
Net investment income (loss)	3.33%	4.20%	4.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 153,110	$ 115,963	$ 24,045
Portfolio turnover rate	64%	76%	92%^A